SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

Exchange Act of 1934 (Amendment No. ___)


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INSIGHT ENTERPRISES, INC.


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Notice of ~~2021~~2022 Annual Meeting of Stockholders


						Once again, our teammates faced a challenging year, navigating the uncertainty of the macro environment yet maintaining focus on solving our clients’ biggest challenges through technology and digital solutions. In ~~2020,~~2021, we ~~reported record~~set company records for full year net sales, of $8.3 billion, an increase of 8% over 2019. As we look back at our business for the full year in 2020, we are pleased with all we accomplished under trying circumstances, being responsive to the difficult demand landscape, and being proactive in our approach. The acquisition of PCM, Inc. drove our growth in 2020, although the benefit from including PCM in our full year results was partially offset by a decline in overall client demand and certain supply challenges that arose as a result of the COVID-19 global pandemic. ~~Gross~~gross profit, ~~grew faster than sales at 14% year over year, and we improved gross margin by 90 basis points to 15.6%, also a new record for the Company.~~ ~~Top line growth and gross margin expansion, combined with disciplined cash management practices and the acceleration of our PCM integration and realization of cost synergies, drove~~Adjusted earnings from operations upand Adjusted diluted earnings per share. ▪Net sales increased 13%, to $9.4 billion. ▪Gross profit increased 11% to $1.5 billion. ▪Earnings from operations increased 22% to $332.1 million and non-GAAP Adjusted* earnings from operations ~~up 14% in 2020 compared~~increased 12% to $362.5 million. ▪Diluted earnings per share increased 22% to $5.95 and non-GAAP Adjusted* diluted earnings per share increased 15% to $7.10. With Ken Lamneck’s retirement at the end of 2021, the Company marks a transition point. Under his leadership, the Company has built a solid foundation and today, we have a differentiated portfolio of solutions. We are well positioned to help our clients accelerate their digital journeys and modernize their businesses.The future is bright for Insight. * See Appendix A for a reconciliation of each non-GAAP Adjusted financial measure to the ~~prior year.~~ most directly comparable GAAP measure.

Dear Fellow Stockholder,

On behalf of our Board of Directors, I’m pleased to invite you to Insight’s ~~2021~~2022 Annual Meeting of Stockholders. The meeting will be held on Wednesday, May ~~19, 2021~~18, 2022 at 10:00 a.m. MST, at our ~~client support center~~global headquarters located at ~~910 West Carver Road, Suite 110, Tempe,~~2701 E. Insight Way, Chandler, Arizona ~~85284.~~85286. 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~~2021 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~~.

http://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~~


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



			Joyce A. Mullen
			President and Chief Executive Officer
			April 5, 2022

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


~~When:~~	~~Where:~~
When:		Where:

Wednesday, May ~~19, 2021~~ 18, 2022		Insight ~~Client Support Center~~ Enterprises, Inc.
10:00 a.m. MST		~~910 West Carver Road, Suite 110~~ 2701 E. Insight Way
		~~Tempe,~~Chandler, Arizona ~~85284~~ 85286

We are pleased to invite you to the Insight Enterprises, Inc. ~~2021~~2022 Annual Meeting of Stockholders (the “Annual Meeting”).

Items of Business:

1.	~~To elect nine directors for a term expiring at the 2022 Annual Meeting of Stockholders (or until their respective successors have been duly elected and qualified);~~

2.	~~To approve, on an advisory basis, named executive officer compensation;~~1.To elect ten directors for a term expiring at the 2023 Annual Meeting of Stockholders (or until their respective successors have been duly elected and qualified);

3.	~~To ratify KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021; and~~2.To approve, on an advisory basis, named executive officer compensation;

4.	~~To consider any other business that may properly come before the Annual Meeting or any adjournments or postponements of the meeting.~~3.To ratify KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022; and

4.To consider any other business that may properly come before the Annual Meeting or any adjournments or postponements of the meeting.

Record Date:

Holders of our common stock at the close of business on March 30, ~~2021~~2022 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.~~

13, 2022.


ImportantNoticeRegarding Availability of Proxy Materials for the Annual Meeting to be Held on May ~~19, 2021:~~18, 2022: The proxy materials relating to our ~~2021~~2022 Annual Meeting (notice, proxy statement, proxy card and annual report) are available at www.proxypush.com/nsit.

Table of Contents

PROXY STATEMENT TABLE OF CONTENTS


VOTING INFORMATION			1
Who is Eligible to Vote			1
Participate in the Future of Insight – Vote Today			1
Voting in Advance of the Annual Meeting			1
Voting at the Annual Meeting			1
Frequently Asked Questions			1
PROXY SUMMARY			2
CORPORATE GOVERNANCE			9 10
Independence of Our Board of Directors			9 10
Board of Directors Leadership Structure			10
Board Refreshment			10
Board Assessment			10
Corporate Social Responsibility			10 11
Board and Committee Meetings			11 12
Board Committees			11 13
Board of Directors Role in Strategy			15 16
Board of Directors Role in Risk Oversight			15 16
Code of Ethics and Business Practices			15 16
Hedging, Short Sales and Pledging Policies			15 17
Communications with the Board of Directors			16 17
Compensation Committee Interlocks and Insider Participation			16 17
Related Party Transactions			16 17
PROPOSAL 1 – – Election of Directors			18 19
Director Nomination Process			18 19
Director Qualifications			18 19
~~2021~~ValueAct Capital Nomination and Cooperation Agreement			19
202 2 Nominees for Election to the Board of Directors			19 20
DIRECTOR COMPENSATION			23 25
Elements of Director Compensation			23 25
Stock Ownership Guidelines			23 25
~~2020~~202 1 Director Compensation Table			24 26
STOCK OWNERSHIP			25 27
Ownership of Our Common Stock			25 27
Certain Beneficial Owners, Directors and Executive Officers			25 27
Delinquent Section 16(a) Reports			26 28
PROPOSAL 2 – Advisory Vote to Approve Named Executive Officer Compensation			27 29
COMPENSATION DISCUSSION AND ANALYSIS			28 30
OVERVIEW			29 31

~~2020~~2021 Business Highlights			29 31
Our Executive Compensation Program			31 33
Our Executive Compensation Practices			32 34
~~2020~~2021 Say-on-Pay Vote			32 35
WHAT WE PAY AND WHY			33 36
Compensation Philosophy			33 36
Factors Considered in Compensation Deliberations			33 36
Alignment of Senior Management Team to Drive Performance			33 36
~~2020~~2021 Executive Compensation Decisions			34 37
Base Salary			34 37
Annual Cash Incentive Awards			35 38
Long-Term Equity-Based Incentive Program			39 41
Other Elements of Our ~~2020~~ Executive Compensation Program			42 46
HOW WE MAKE EXECUTIVE COMPENSATION DECISIONS			44 47
Role of the Board, Compensation Committee and our Named Executive Officers			44 47
Guidance from the Compensation Committee’s Independent Compensation Consultant			44 48
Comparison Peer Groups			45 48
COMPENSATION COMMITTEE REPORT			47 51
~~2020~~2021 EXECUTIVE COMPENSATION			48 52
~~2020~~2021 Summary Compensation Table			48 52
~~2020~~2021 Grants of Plan-Based Awards Table			50 54
~~2020~~2021 Outstanding Equity Awards at Fiscal Year-End Table			51 55
~~2020~~2021 Stock Vested Table			52 56
2021 Chief Executive Officer Pay Ratio			56
Employment Agreements, Severance and Change in Control Provisions			53 57
EQUITY COMPENSATION PLAN INFORMATION			58 62
PROPOSAL 3 3 – Ratification of Independent Registered Public Accounting Firm			59 63
AUDIT COMMITTEE REPORT			60 64
Independent Registered Public Accounting Firm Fees and Independence			62 66
FREQUENTLY ASKED QUESTIONS CONCERNING THE ANNUAL MEETING			63 67
OTHER BUSINESS			66 70
Annual Report			66 70
Householding			66 70
Stockholder Proposals and Director Nominations for the ~~2022~~202 3 Annual Meeting			66 70
FORWARD-LOOKING STATEMENTS			67 71
APPENDIX A			~~A-1~~ A-1
INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES NON-GAAP ADJUSTED FINANCIAL MEASURE RECONCILIATIONS			A-1

Table of Contents

VOTING INFORMATION

~~Who is Eligible to Vote~~


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,~~2022, the record date for the Annual Meeting.

~~Participate in the Future of Insight – Vote Today~~


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.


	~~More Information~~	~~Board Recommendation~~
				More Information	Board Recommendation
Proposal 1			Election of Directors	Page 18 19	FOR each Director Nominee
Proposal 2			Advisory Vote to Approve Named Executive Officer Compensation	Page 27 29	FOR
Proposal 3			Ratification of Independent Registered Public Accounting Firm	Page 59 63	FOR

~~Voting in Advance of the Annual Meeting~~


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.


INTERNET / MOBILE		PHONE		~~PHONE~~	MAIL

Visit 24/7: www.proxypush.com/nsit Use the Internet to vote your proxy until 11:59 p.m. (CT) on May 17, 2022.				Dial toll free 24/7: 1-866-883-3382 Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CT) on May 17, 2022.	Mark, sign and date your proxy card and return it in in
~~Use the Internet to vote~~ ~~your proxy until 11:59 p.m.~~ ~~(CT) on May 18, 2021.~~	~~Use a touch-tone telephone to~~ ~~vote your proxy until 11:59 p.m.~~ ~~(CT) on May 18, 2021.~~		the postage-paid envelope provided.

~~Voting at the Annual Meeting~~


Voting at the Annual Meeting

You may vote in person at the Annual Meeting, which will be held on Wednesday, May ~~19, 2021,~~18, 2022, at 10:00 a.m. MST, at the Insight ~~Client Support Center, 910 West Carver Road, Suite 110, Tempe,~~global headquarters, 2701 E. Insight Way, Chandler, Arizona ~~85284.~~85286. 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~~


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 6367 of this proxy statement.

Table of Contents

PROXY S~~UMMARY~~

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~~2021 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 isneeds to be a technology business. We empower organizations ~~of all sizes~~ with ~~Intelligent Technology Solutions~~^TMtechnology, solutions and services to help our clients maximize the ~~business~~ value of their information technology (“IT”) today and drive digital transformation for tomorrow in North America; Europe, the Middle East and Africa (“EMEA”); and Asia-Pacific (“APAC”). As a Fortune 500-ranked global technology provider of end-to-end secure digital ~~innovation, cloud/data center~~ transformation solutions and ~~connected workforce, together with our supply chain optimization expertise,~~services, 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 are our ~~clients run their businesses smarter. T~~he 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. Deliveringnumber-one priority, so 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. We provide technical expertise and advisory services to our clients as an industry-recognized solutions integrator.From IT strategy and design to implementation and management, we meet our clients wherever they are now and work alongside them to get them to where they want to be.

Our go-to-market framework for our ~~solution areas~~cloud and digital expertise is built on over 3033 years of broad IT experience combined with strategic acquisitions, new ~~services development~~cloud and digital expertise and deep partner relationships. We are uniquely positioned to help our clients maximize the value of their technology today – and future proof their investments for tomorrow.

Each of our areas of expertise represents a discrete area of growth for our business and when connected to each other, they provide a platform for our clients to leverage our breadth of expertise to solve their most relevant business challenges. Our ~~expertise~~strategy is ~~deep~~to increase our penetration with new and existing clients within the areas of expertise across our ~~solutions areas, underpinned~~geographic footprint in North America, EMEA and APAC. Powered by ~~our~~Insight’s legacy technology supply chain ~~optimization expertise.~~

~~The following describes~~expertise, we are able to support our ~~solution areas:~~

services offerings within the hardware, software and cloud solutions from market-leading and emerging manufacturer brands. To execute our strategy, we employ centralized and field-based sales, engineering, and services resources to connect with our clients. We also invested in technical engineers, architects and software developers who create and deliver integrated IT solutions to our clients globally, a capability we believe differentiates us in the marketplace.

~~Digital Innovation~~

We help companies navigate their digital transformation journey end-to-end. From custom app development and effective data analytics to Agile training and change management, we’re the partner to take businesses to the next level.

~~Cloud and Data Center Transformation~~

We help businesses modernize and secure critical platforms to transform IT. Through end-to-end services from architecture through management, we help leverage the right platforms to increase agility and support innovation.

~~Connected Workforce~~

~~We help organizations keep their employees connected, productive and secure with professional and managed services that maximize returns on IT investments and free up internal resources.~~

~~Supply Chain Optimization~~

All three of our solution areas are supported by the foundation of our technology supply chain optimization tools and services, which are designed to help maximize our client’s IT investments by streamlining the IT procurement process and simplifying management over their hardware and software assets.

Table of Contents

Our unique solution-focused go-to-market strategy is supported by a strong operational platform that includes scalable IT and e-commerce systems and processes, robust digital marketing capabilities and a culture of continuous business process transformation and automation.

We are organized in three geographic operating segments:


Operating Segment		Geography		Percent of ~~2020~~ 2021 Consolidated Net Sales

North America	United States and Canada		~~79%~~		80%
EMEA		Europe, Middle East and Africa		~~19%~~		18%
APAC		Asia-Pacific		2%

~~2020~~

Table of Contents

2021 Business Highlights

In ~~2020,~~2021, our global team delivered a ~~fifth~~sixth consecutive year of double-digit non-GAAP Adjusted* earnings from operations growth, by focusing on improving our product mix ~~and~~by continuing to expand our higher margin 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,~~2021, we delivered the following consolidated financial results:

•Net sales growth of ~~$609 million,~~$1.1 billion, or 8%13%, to ~~$8.3~~$9.4 billion

•Gross profit (“GP”) growth of ~~14%, with gross margin increasing approximately 90 basis points~~11%

•Non-GAAP Adjusted* earnings from operations (“EFO”) growth of ~~14%~~12%

•Non-GAAP Adjusted* diluted earnings per share (“EPS”) growth of ~~14%~~15%, to ~~$6.19~~$7.10

•Non-GAAP Adjusted* return on invested capital (“ROIC”) of 14.01%(1)

~~Non-GAAP Adjusted* return on invested capital (“ROIC”) of 12.59%~~⁽¹⁾

~~(1)~~

~~Calculated using a 26.0% tax rate for 2020, consistent with the ROIC reported in 2020 earnings~~(1)Calculated using a 26.0% tax rate for 2021, consistent with the ROIC reported in 2021 earnings.

* 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~~Table 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.

Contents

For further details about our performance in ~~2020,~~2021, please see the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~

2021.

Our Board of Directors

•Independent ~~Board.~~Board. Our Board of Directors is comprised entirely of independent directors, other than ~~Kenneth T. Lamneck,~~Joyce A. Mullen, who also serves as our President and Chief Executive Officer.

•Independent Chair of the Board and Presiding Director. Timothy A. Crown serves as our independent Chair of the Board and Anthony A. Ibargüen serves as our Presiding Director, whose primary responsibility is to fill in for the Chair if he is unable to serve.

•Independent Board Committees. All members of our Audit, Compensation and Nominating and Governance Committees are independent directors.

Board Committee Membership

During 2021

Name

Age

Director

Since

Primary

Occupation

Independent

Audit

Compensation

Nominating &

Governance

Kenneth T. Lamneck

2010*

President and

Chief Executive

Officer, Insight

Enterprises, Inc.

Timothy A. Crown

1994

Investor /

Entrepreneur

✓

Richard E. Allen

2012

Investor

✓

Bruce W. Armstrong

2016

Operating Partner,

Khosla Ventures

✓

Linda M. Breard

2018

Investor

✓

Catherine Courage

2016

Vice President,

Experience for Ads

and Commerce,

Google, Inc.

✓

Anthony A. Ibargüen

2008

Chief Executive Officer,

Quench USA, Inc.

✓

Kathleen S. Pushor

2005

Independent

Consultant

✓

Girish Rishi

2017

Chief Executive

Officer of Blue Yonder

✓

~~Refreshment of Board Committees.~~
~~As part~~

* Mr. Lamneck retired as President and Chief Executive Officer and as a member of the ~~Board’s process of refreshment, immediately following the Annual Meeting, the~~ Board ~~will rotate membership on the Committees and the Chairs of each Committee.~~

Board Committee Membership
During 2020

Name

Age

Director
Since

Primary
Occupation

Independent

Audit

Compensation
Nominating &
Governance
Kenneth T. Lamneck
66
2010
President and
Chief Executive
Officer, Insight
Enterprises, Inc.

Timothy A. Crown
57
1994
Investor /
Entrepreneur
✓

Richard E. Allen
64
2012
Investor
✓
×

Bruce W. Armstrong
59
2016
Operating Partner,
Khosla Ventures
✓
×

×
Linda M. Breard
51
2018
Investor
✓
×
×

Catherine Courage
46
2016
Vice President,
Experience for Ads
and Commerce,
Google, Inc.
✓

×
×
Anthony A. Ibargüen
62
2008
Chief Executive Officer,
Quench USA, Inc.
✓
×

Kathleen S. Pushor
63
2005
Independent
Consultant
✓

×
Girish Rishi
51
2017
Chief Executive
Officer of Blue Yonder
✓
×
×

~~Committee Chair.~~

effective December 31, 2021.

Board Committee Membership
Following the Annual Meeting

Name

Age

Director
Since

Primary
Occupation

Independent

Audit

Compensation
Nominating &
Governance
Kenneth T. Lamneck
66
2010
President and
Chief Executive
Officer, Insight
Enterprises, Inc.

Timothy A. Crown
57
1994
Investor /
Entrepreneur
✓

Richard E. Allen
64
2012
Investor
✓
×

Bruce W. Armstrong
59
2016
Operating Partner,
Khosla Ventures
✓

×
Linda M. Breard
51
2018
Investor
✓
×

Catherine Courage
46
2016
Vice President,
Experience for Ads
and Commerce,
Google, Inc.
✓
×
×

Anthony A. Ibargüen
62
2008
Chief Executive Officer,
Quench USA, Inc.
✓

×
×
Kathleen S. Pushor
63
2005
Independent
Consultant
✓
×

×
Girish Rishi
51
2017
Chief Executive
Officer of Blue Yonder
✓
×

×

Board Committee Membership

During 2022

Name

Age

Director

Since

Primary

Occupation

Independent

Audit

Compensation

Nominating &

Governance

Joyce A. Mullen

2022

President and

Chief Executive

Officer, Insight

Enterprises, Inc.

Timothy A. Crown

1994

Investor /

Entrepreneur

✓

Richard E. Allen

2012

Investor

✓

Bruce W. Armstrong

2016

Operating Partner,

Khosla Ventures

✓

Alexander L. Baum

2022

Partner, ValueAct Capital

✓

Linda M. Breard

2018

Investor

✓

Catherine Courage

2016

Vice President,

Experience for Ads

and Commerce,

Google, Inc.

✓

Anthony A. Ibargüen

2008

Chief Executive Officer,

Quench USA, Inc.

✓

Kathleen S. Pushor

2005

Independent

Consultant

✓

Girish Rishi

2017

Investor

✓

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,~~2021, approximately ~~86%~~84% of the target total direct compensation of our then President and Chief Executive Officer, Kenneth T. Lamneck, was variable and/or “at-risk” and earned only if performance goals are met.

Our Executive Compensation Practices

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


						Our Executive Compensation Practices
✓						Significant percentage of target total direct compensation delivered in the form of variable compensation, which is at-risk and/or tied to performance
✓						Long-term performance objectives aligned with the creation of stockholder value
✓						Compensation Committee consists of independent directors only
✓						Annual review of our compensation-related risk profile
✓						Market comparison of executive compensation against relevant peer group information
✓						Use of an independent compensation consultant reporting directly to the Compensation Committee and providing no services to the Company
✓						Robust stock ownership guidelines
✓						Clawback policy
✓						We do not provide excessive executive perquisites
✓						We do not provide excessive severance benefits
✓						We do not offer tax gross-ups, except for one legacy arrangement granted years ago
✓						We prohibit repricing of underwater stock options under our long-term incentive plan without stockholder approval
✓						We prohibit hedging or short sales of our securities, and we prohibit pledging of our securities except in limited circumstances with pre-approval

Extensive information regarding our executive compensation programs in place for ~~2020~~2021 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~~Guidelines. These guidelines 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~~

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.~~

Joyce A. Mullen.


Board of Directors Leadership Structure

Timothy A. Crown serves as the Chair of our Board of Directors and ~~Kenneth T. Lamneck~~Joyce A. Mullen 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~~refreshed our Board. In 2022, the Board ~~by electing four~~elected two new ~~directors and accepting the retirements of four long time directors pursuant~~directors. Ms. Mullen was elected to the ~~Company’s mandatory retirement policy. One director retired early in 2016, another~~Board on January 1, 2022 as a replacement for Mr. Lamneck who retired effective ~~at the 2017 Annual Meeting of Stockholders, and two directors retired effective at the 2018 Annual Meeting of Stockholders.~~December 31, 2021. Mr. ~~Rishi and Ms. Breard were~~Baum was appointed by the Board in ~~December 2017~~February 2022 in connection with the execution of a Nomination 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.~~Cooperation Agreement with ValueAct Capital (the “Cooperation Agreement”). The refreshment has increased the Board’s diversity, experiences, and perspectives while lowering the average age of our directors from 6158 to ~~58. As part~~56. The average tenure of members 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~~

is nine years.

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.

Table of Contents ~~Corporate Social Responsibility~~

~~Sustainability and~~


Corporate Social Responsibility

The Company is committed to corporate social responsibility ~~are values embraced by~~through environmental, social and governance (“ESG”) initiatives that reflect areas of greatest relevance to Insight. Those initiatives include operating with integrity, nurturing the ~~Company. A variety~~capabilities of ~~functions including Human Resources, Investor Relations, Facilities, Compliance~~our employees, promoting diversity and ~~Legal are involved~~inclusion in the workforce, data security, contributing to local communities, 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.

reducing our environmental impact. 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 Nominating and Governance Committee is responsible for overseeing the Company’s ~~corporate social responsibility efforts is~~ESG program, priorities, and initiatives. The Company was named to Barron’s list of “100 Most Sustainable Companies” for 2022. In compiling the ~~development of~~list, Barron’s analyzed the 1,000 largest publicly-traded companies and evaluated them across more than 230 ESG performance indicators including human capital ~~by fostering a culture that encourages leadership development~~management, data security, community engagement 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~~environment.

Key areas of focus 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

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 ESG Program include:

•Business Ethics and Compliance

•Human Capital Development and Workforce Diversity and Inclusion

•Reducing our Environmental Impact

•Community Involvement

ESG Highlights

Business Ethics and Compliance

Maintains a Global Code of Ethics and Business Practices and Global Anti-Bribery and Corruption Policy to guide employee and director conduct to foster a culture of ethics and integrity and compliance with the law.

Requires annual ethics and compliance training for employees across all levels. Maintains an Ethics Hotline for confidential reporting of suspected violations.

Data Security

Maintains a Global Data Privacy Program and Global Information Security Program as part of its information security strategy, both of which involve best practices, current tools, and policies and procedures designed to keep confidential and secure company, employee and customer information.

Regularly (at least twice annually) reports to full Board on cyber security and information security matters.

Requires quarterly cyber security compliance training for employees across all levels and regularly educates employees about cyber security defenses.

Maintains cyber security insurance.

Human Capital Development and Workforce Diversity and Inclusion

Fosters a culture that encourages leadership development and encourages employees to excel individually and deliver value to clients.

Seeks to be an employer of choice and has been recognized as a “Great Place to Work” and “Best Place to Work” in multiple locations in North America, Europe and Australia and named to Forbes “World’s Best Employers” list.

Annually conducts employee pulse surveys to track employee engagement and satisfaction. Employs equal employment opportunity hiring practices, polices and management of employees.

Committed to create a diverse workforce that provides equal opportunity regardless of race, gender, religion, national origin, sexual orientation or disability, among other categories, and fosters respect, appreciation and acceptance of all people.

Expanded diversity initiatives to ensure women and minorities are considered for leadership roles, supports many diverse resource groups, and maintains recruiting programs for diverse teammates.

Earned a perfect score on the Human Rights Campaign Foundation’s Corporate Equality Index and designated as one of Fortune’s “100 Best Workplaces for Diversity.”

Maintains an anti-harassment policy that prohibits hostility or aversion towards individuals in protected categories, and prohibits sexual harassment in any form.

ESG Highlights (continued)

Human Capital Development and Workforce Diversity and Inclusion (continued)

Participant in the United Nations Global Compact and committed to policies and practices that avert human trafficking, eliminate modern slavery and other human rights violations.

Provides training for employees across all levels.

Reducing our Environmental Impact

Committed to reducing impact on the environment.

Currently evaluating Scope 1 and Scope 2 emissions to determine baseline for further reducing already low emission levels.

New global headquarters building features eco-friendly design including solar panels, energy efficient HVAC and lighting systems, and expects LEED Gold certification.

Engaged in assisting customers with hardware lifecycle and asset disposal services saving the equivalent of millions of pounds of electronic waste.

Community Involvement

Provide employees two paid days off per year to volunteer their time to philanthropic and volunteer causes that improve our communities throughout the world.

The Company and employees annually contribute significant funds to Ronald McDonald House charities, the Make-A-Wish Foundation and the Boys & Girls Club of Arizona.

Employees contribute significant funds to charitable causes throughout the world.

The Company and its employees support the Insight In It Together Foundation, which (i) provides financial assistance and other resources to employees and their families in times of special need and (ii) supports community organizations providing technology to support educational opportunities for under-privileged children.

We annually report 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 ESG activities ~~is provided~~ in our Insight Enterprises Corporate Citizenship Report, which is available on our website at ~~investor.insight.com~~.http://investor.insight.com. The Company does not make political contributions.

~~Board and Committee Meetings~~


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,~~2021, the Board held 68 meetings, including regularly scheduled and special meetings. In ~~2020,~~2021, 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 then serving directors attended our ~~2020~~2021 Annual Meeting of Stockholders.

Table of Contents ~~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~~.corporate-governance. Under the committees’ charters, the committees report regularly to the Board. Additional information on each of these committees is set forth below.


	~~Audit Committee~~
		Audit Committee

Chair (during ~~2020)~~2021): ~~Richard E. Allen~~Linda M. Breard

Other Members of the Committee (during ~~2020)~~: 2021)~~Bruce W. Armstrong, Linda M. Breard, Anthony A. Ibargüen, Girish Rishi~~

~~Meetings Held in 2020:~~ 8

~~Chair (following the Annual Meeting):~~ ~~Linda M. Breard~~

~~Other Members of the Committee (following the Annual Meeting)~~: Richard E. Allen,Catherine Courage, Kathleen S. Pushor, Girish Rishi

~~Primary Responsibilities:~~ Meetings Held in 2021:8

Chair (during 2022):Linda M. Breard

Other Members of the Committee (during 2022): Richard E. Allen,Alexander L. Baum, Kathleen S. Pushor, Girish Rishi

Primary Responsibilities:

Our Audit Committee is responsible for, among other things: (1) appointing, compensating, retaining, evaluating, overseeing and terminating our independent registered public accounting firm; (2) discussing with our independent registered public accounting firm its independence; (3) reviewing with our independent registered public accounting firm the scope and results of its audit; (4) approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; (5) overseeing the accounting and financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the U.S. Securities and Exchange Commission (“SEC”); (6) reviewing and monitoring our accounting principles, accounting policies and financial and accounting controls; (7) establishing procedures for the confidential and anonymous submission of concerns regarding questionable accounting or auditing matters; (8) reviewing and approving or ratifying related party transactions; and (9) overseeing our internal audit function.

Independence:

Each member of the Audit Committee (during ~~2020~~2021 and ~~following the Annual Meeting)~~2022) meets the audit committee independence requirements of NASDAQ and the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Board has designated each of Richard E. Allen and Linda M. Breard as an “audit committee financial expert.” Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements.

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	Compensation Committee

		~~Compensation Committee~~	Chair (during 2021): Richard E. Allen

~~Chair (during 2020):~~ ~~Kathleen S. Pushor~~

Other Members of the Committee (during ~~2020)~~2021): ~~Richard E. Allen, Linda M. Breard, Catherine Courage, Girish Rishi~~

~~Meetings Held in 2020:~~ 7

~~Chair (following the Annual Meeting):~~ ~~Richard E. Allen~~

~~Other Members of the Committee (following the Annual Meeting):~~ Bruce W. Armstrong, Linda M. Breard, Catherine Courage, Anthony A. Ibargüen

~~Primary Responsibilities:~~ Meetings Held in 2021: 7

Chair (during 2022): Richard E. Allen

Other Members of the Committee (during 2022):Bruce W. Armstrong, Alexander L. Baum, Linda M. Breard, Catherine Courage, Anthony A. Ibargüen

Primary Responsibilities:

Our Compensation Committee is responsible for, among other things: (1) reviewing and approving the compensation of our chief executive officer and other executive officers; (2) administering our stock plans and other incentive compensation plans; (3) periodically reviewing and recommending to the Board any changes to our incentive compensation and equity-based plans; (4) delegating authority to directors or executive officers to grant equity awards to eligible employees; (5) appointing, compensating, retaining, evaluating and overseeing outside compensation consultants, experts and other advisors; (6) reviewing trends in executive compensation; and (7) reviewing talent management and succession planning for senior executives, including internal succession candidates for the chief executive officer.

Independence:

Each member of the Compensation Committee (during ~~2020~~2021 and ~~following the Annual Meeting)~~2022) meets the compensation committee independence requirements of NASDAQ and the rules under the Exchange Act, meets the non-employee director requirements of Rule 16b-3 under the Exchange Act, and meets the outside director requirements under Section 162(m) of the Internal Revenue Code (“IRC”).

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Nominating and Governance Committee

~~Nominating and Governance Committee~~ Chair (during 2021): Bruce W. Armstrong

~~Chair (during 2020):~~ ~~Anthony A. Ibargüen~~

Other Members of the Committee (during ~~2020)~~2021): ~~Bruce W. Armstrong, Catherine Courage, Kathleen S. Pushor~~

~~Meetings Held in 2020:~~ 3

~~Chair (following the Annual Meeting):~~ ~~Bruce W. Armstong~~

~~Other Members of the Committee (following the Annual Meeting):~~ Anthony A. Ibargüen, Kathleen S. Pushor, Girish Rishi

~~Primary Responsibilities:~~ Meetings Held in 2021: 3

Chair (during 2022): Bruce W. Armstrong

Other Members of the Committee (during 2022):Catherine Courage,Anthony A. Ibargüen, Kathleen S. Pushor, Girish Rishi

Primary Responsibilities:

Our Nominating and Governance Committee is responsible for, among other things: (1) identifying individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board; (2) overseeing the organization of our Board to discharge the Board’s duties and responsibilities properly and efficiently; (3) reviewing developments in and making recommendations regarding corporate governance matters; (4) developing and recommending to our Board a set of corporate governance guidelines and principles applicable to us; (5) managing the Board’s self-evaluation process; (6) coordinating the process for chief executive officer succession, especially involving external candidates; and (7) retaining, compensating and terminating any director search firms or other advisors.

Independence:

Each member of the Nominating and Governance Committee (during ~~2020~~2021 and ~~following the Annual Meeting)~~2022) meets the nominating and corporate governance committee independence requirements of NASDAQ.


Executive Committee

~~Executive Committee~~

~~Chair:~~ Chair (during 2021): Timothy A. Crown

Other Members of the ~~Committee:~~Committee (during 2021): Anthony A. Ibargüen, Kenneth T. Lamneck

Meetings Held in ~~2020:~~ 2021: None

~~Primary Responsibilities:~~										Chair (during 2022): Timothy A. Crown

Other Members of the Committee (during 2022):Anthony A. Ibargüen, Joyce A. Mullen

Primary Responsibilities:

Our Executive Committee meets, at the request of the Chair, to exercise the powers and authority of the Board during intervals between meetings of the Board. The Executive Committee shall not exercise: (1) powers delegated to other committees of the Board; and (2) powers that may not be delegated to a committee under Delaware General Corporation law, including amending the Bylaws or approving a merger of the Company.

~~Board~~Table of ~~Directors Role in Strategy~~

Contents


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. During 2021, the Board was involved in evaluating the results of studies by outside consultants that addressed improvements in the Company’s e-commerce capabilities. 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~~


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.

As part of the Company’s ERM Program, the Company focuses on cyber security defenses including best practices for tools, policies, procedures, and training.

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,~~2021, 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~~


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~~corporate-governance.

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~~Hedging, Short Sales and Pledging Policies~~


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

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~~


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,~~2701 E. Insight Way, Chandler, Arizona ~~85283.~~85286. 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~~


Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during ~~2020~~2021 were ~~Ms. Pushor~~Mr. Allen (Chair), Ms. Breard, Ms. Courage, and Messrs. ~~Allen~~Armstrong and ~~Rishi.~~Ibargüen. No member of the Compensation Committee was at any time during ~~2020~~2021 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~~

2021.


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:

•employment of an executive officer if compensation is otherwise subject to disclosure requirements or approved by the Compensation Committee;

•director compensation subject to disclosure requirements;

•in the ordinary course of business, sales to or purchases from another company where a related party is employed or a director if the aggregate amount involved does not exceed the greater of $1 million or 2% of the other company’s total annual revenues (for sales) or $50,000 (for purchases);

•any charitable contribution, grant or endowment where the related party is employed or a director if the aggregate amount involved does not exceed the lesser of $10,000 or 2% of the charitable organization’s annual receipts;

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•any transaction where the related party’s interest arises solely from the ownership of common stock and all holders of common stock received the same benefit on a pro rata basis;

•any transaction with a related party involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and

•any transaction with a related party involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.

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~~2021 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~~

Our Board consists of ~~the Annual Meeting, our Board will consist of nine~~ten 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~~ten directors for election to new terms expiring at the ~~2022~~2023 Annual Meeting of Stockholders, subject to the election and qualification of their successors.

~~Director Nomination Process~~


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,~~2701 E. Insight Way, Chandler, Arizona ~~85283.~~85286. See “Other Business – Stockholder Proposals and Director Nominations for the ~~2022~~2023 Annual Meeting” for additional information.

~~Director Qualifications~~


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:

•Principal employment, occupation or association involving an active leadershiprole

•Qualifications, attributes, skills and/or experience relevant to the Company’sbusiness

•Ability to bring diversity to the Board, including a mix of career experience andviewpoints

•Other time commitments, including the number of other boards on which the potential candidate mayserve

•Independence and absence of conflicts of interest as determined by the Board’s standards and policies, the listing standards of NASDAQ and other applicable laws, regulations andrules

•Financial literacy andexpertise

•Personalqualities,includingstrengthofcharacter,maturityofthoughtprocessandjudgment,valuesandabilitytoworkcollegially


ValueAct Capital Nomination and Cooperation Agreement

~~2021~~ ~~Nominees for Election~~ to

On February 15, 2022, the Board elected Alexander L. Baum as a member of the Board of Directors, to serve until the Company’s 2022 Annual Meeting and the election and qualification of his successor. Mr. Baum will serve as a member of the Audit and Compensation Committees of the Board.

Mr. Baum joined the Board pursuant to a Nomination and Cooperation Agreement (the “Agreement”), dated February 14, 2022, by and among the Company and various affiliates of ValueAct Capital (collectively, the “ValueAct Group”). The Agreement includes various terms, conditions and provisions, including that the Company will include Mr. Baum in the Board’s recommended director slate of candidates to stand for election at the 2022 annual stockholders meeting. Mr. Baum, while serving as a member of the Board of Directors, is required to (i) meet all director independence and other requirements of the Company, of stock exchange listing standards and of the Securities and Exchange Commission and related securities laws and regulations, (ii) be qualified to serve as a director under the Delaware General Corporation Law and (iii) comply with Company policies, guidelines and codes of conduct applicable to directors.

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If the ValueAct Group (which currently holds approximately a 10% ownership position in the Company) ceases to hold at least 5.0% of the Company’s common stock, Mr. Baum would offer his resignation from the Board. Such offer of resignation would also be required in other circumstances set forth in the Agreement.

Under the Agreement, the ValueAct Group is subject to various restrictions, including, among other things, prohibitions on the ValueAct Group acquiring more than 15% of the Company’s outstanding shares without the Company’s consent, engaging in proxy solicitations and other stockholder-related matters and proposals, forming groups with other investors, disposing of their shares to a third party who would own more than 4.9% of the Company’s outstanding shares outside of open market sales or underwritten offerings, engaging in short sales of Company shares, and limitations on public statements regarding the Company and on interactions with third parties and employees. The ValueAct Group has agreed to vote its shares as set forth in the Agreement, including with respect to board elections. Certain non-disparagement provisions also apply to the Company and to the ValueAct Group under the Agreement. The provisions of the Agreement described above generally apply until the later of (i) one year and (ii) the date of the Company’s 2023 annual stockholders meeting if Mr. Baum is re-nominated to serve as a director at the Company’s 2023 annual stockholders meeting and he accepts the re-nomination.


2022 Nominees for Election to the Board of Directors

Each of the ~~nine~~ten 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.~~

Joyce A. Mullen.

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,~~2023, 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.


~~Kenneth T. Lamneck~~
Joyce A. Mullen						Director of Insight Since: ~~2010~~ 2022

President and Chief Executive Officer of Insight						Other Public Company Directorships: ~~Benchmark~~ The Toro
~~Age 66~~ Age: 60						~~Electronics, Inc.~~ Company

~~Mr. Lamneck~~

Ms. Mullen was ~~appointed~~elected as President and Chief Executive Officer and a director of Insight effective January 1, ~~2010. From 2004 through 2009, Mr. Lamneck served~~2022. Ms. Mullen joined Insight in October 2020 as our President of the North America Region. Prior to joining Insight, Ms. Mullen spent 21 years of her career at Dell Technologies in a variety of sales, service delivery, and IT solutions roles most recently serving as President, ~~the Americas, at Tech Data Corporation, a wholesale distributor of technology products, where he led operations in the United States, Canada~~Global Channel, Embedded & Edge Solutions and ~~Latin America. From 1996~~previously as Senior Vice President and General Manager, Global OEM and IOT Solutions from February 2015 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~~November 2017. Ms. Mullen is a member of the board of directors of ~~Benchmark Electronics, Inc.,~~The Toro Company, a publicly-held company that ~~provides integrated manufacturing, design~~designs, manufactures, and ~~engineering services to original equipment manufacturers of computers~~markets lawn mowers, snow blowers, and ~~related products.~~

irrigation system supplies for commercial and residential, agricultural, and public sector uses.

Experience and Qualifications of Particular Relevance to Insight

~~Mr. Lamneck’s~~

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

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Timothy A. Crown						Director of Insight Since: 1994

Chair of the Board, Independent Director
~~Age 57~~ Age: 58

Mr. Crown has ~~been~~served as 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-

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



Richard E. Allen						Director of Insight Since: 2012

Independent Director
~~Age 64~~ Age: 65

Mr. Allen ~~was appointed~~has served as a director insince January 2012 and is one of the Audit Committee’s designated financial experts. ~~Following the Annual Meeting,~~ Mr. Allen ~~will serve~~also serves 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~~served on the board and ~~serves~~served as the audit committee chair for several privately-held companies that are cloud-based solutions and software ~~providers and previously~~providers. Since 2004, he served on the board of ~~seven~~ten 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.

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Bruce W. Armstrong						Director of Insight Since: 2016

Independent Director
~~Age 59~~ Age: 60

Mr. Armstrong ~~was appointed~~has served as a director insince March 2016. ~~Following the Annual Meeting,~~ Mr. Armstrong ~~will serve~~also serves 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.



Alexander L. Baum						Director of Insight Since: 2022

Independent Director
Age: 36

Mr. Baum was appointed as a director in February 2022 in connection with entering the Cooperation Agreement with ValueAct Capital. Mr. Baum is a Partner of ValueAct Capital, one of Insight’s largest stockholders. He joined ValueAct in 2012 and has worked on several ValueAct IT and technology industry investments including Nintendo Co. LTD, Microsoft Corporation, and Adobe, Inc., among others. He has a B.A. in physics from Pomona College and is a CFA charterholder.

Experience and Qualifications of Particular Relevance to Insight

The Board believes that Mr. Baum’s deep experience in IT industry strategy and investment expertise will assist our Board as Insight continues its transformation to become an industry leading solutions integrator.



Linda M. Breard						Director of Insight Since: 2018

Independent Director						Other Public Company Directorships: PotlatchDeltic
~~Age 51~~ Age: 52						Corporation

Ms. Breard ~~was appointed~~has served as a director insince February 2018 and is one of the Audit Committee’s designated financial experts. ~~Following the Annual meeting,~~ Ms. Breard ~~will serve~~also serves 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

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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.



	Catherine Courage	Director of Insight Since: 2016

	Independent Director
~~Age 46~~	Age: 47

Ms. Courage ~~was appointed~~has served as a director insince 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.



Anthony A. Ibargüen						Director of Insight Since: 2008

Independent Director
~~Age 62~~ Age: 63

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

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.

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Kathleen S. Pushor						Director of Insight Since: 2005

Independent Director
~~Age 63~~ Age: 64

Ms. Pushor has ~~been~~served as 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.



Girish Rishi						Director of Insight Since: 2017

Independent Director
~~Age 51~~ Age: 52

Mr. Rishi ~~was appointed~~has served as a director insince December 2017. From January 2017 until February 2022, Mr. Rishi isserved as 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~~Previous to that, he worked at 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 CO~~MPENSATION~~

~~Elements of Director Compensation~~

~~For 2019,~~COMPENSATION


Elements of Director Compensation

During 2021, the Compensation Committee asked its new independent Compensation Consultant (see “2022 Executive Compensation Program” below) to provide an assessment of the competitiveness of the Board’s director compensation program against market. ~~In order to assess the competitiveness of the Board compensation program,~~The new Compensation Consultant (as defined in the Compensation ~~Consultant used the~~Discussion and Analysis section of this proxy statement) summarized compensation data from ~~our~~various peer groups ~~which are the group of companies used for our executive compensation review~~ (see "Compensation Discussion and Analysis – Peer Groups" below). for the review. The new Compensation ~~Consultant’s assessment reviewed~~Consultant analyzed 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~~new Compensation Consultant evaluated the director compensation program design to provide the Compensation Committee an understanding of how the program design compares to ~~both~~ best practices and ~~market practices.~~the market. The Board last adjusted its director compensation program in 2019. After ~~making adjustments in 2019,~~reviewing the analysis of the new Compensation Consultant, the Board ~~did not make any changes to Board or Committee compensation during 2020. From just after~~increased the ~~beginning of~~cash retainer by $5,000 and increased the ~~COVID-19 pandemic in April, members of~~annual restricted stock unit (“RSU”) grant by $30,000 for 2022. At the ~~Board contributed at least 5% of their 2020 Board~~same time, it increased the director stock ownership requirement from three times the annual retainer to five times. The adjustments to the ~~Company’s In It Together Foundation, which provides financial assistance~~cash retainer and ~~other resources for teammates~~RSU grant as well as the increase in stock ownership requirements were intended to further align our program with market 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.~~

best practices.

The table below sets forth the elements of our ~~2020~~2021 and ~~2021~~2022 annual compensation program for our non-employee directors.


Annual Compensation Elements	2020 Amount		2021 Amount		Annual Compensation Elements	2021 Amount		2022 Amount

Board Retainer	$	80,000	$	80,000	Board Retainer	$	80,000	$	85,000
Chair of the Board Retainer	$	100,000	$	100,000	Chair of the Board Retainer	$	100,000	$	100,000
Audit Committee Chair Retainer	$	30,000	$	30,000	Audit Committee Chair Retainer	$	30,000	$	30,000
Compensation Committee Chair Retainer	$	20,000	$	20,000	Compensation Committee Chair Retainer	$	20,000	$	20,000
Nominating and Governance Committee Chair Retainer	$	15,000	$	15,000	Nominating and Governance Committee Chair Retainer	$	15,000	$	15,000
Annual Restricted Stock Unit Grant Value	$	125,000	$	125,000	Annual Restricted Stock Unit Grant Value	$	125,000	$	155,000

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

Joyce A. Mullen, our President and Chief Executive Officer, does not receive compensation for her Board service and Kenneth T. Lamneck, who served as our President and Chief Executive Officer in 2021, did not receive compensation for his Board service during 2021.

The annual ~~restricted stock unit (“RSU”)~~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~~


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 in 2021, each non-employee director ~~must~~was required to 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 five-year transition period. As of December 31, ~~2020,~~2021, all non-employee directors had attained their required ownership level.

Beginning in 2022, our guidelines require each non-employee director to hold shares equal to at least five times the amount of the annual retainer to be achieved over a five-year transition period.

~~2020~~

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2021 Director Compensation Table

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

2021.


Name	Fees earned or paid in cash ($)		Stock Awards ($)(1)(2)		Total ($)		Name	Fees earned or paid in cash ($)	Stock Awards ($)(1)(2)	Total ($)

Richard E. Allen		110,000		125,017		235,017	Richard E. Allen	103,846	125,041	228,887
Bruce W. Armstrong		80,000		125,017		205,017	Bruce W. Armstrong	89,231	125,041	214,272
Linda M. Breard		80,000		125,017		205,017	Linda M. Breard	98,462	125,041	223,503
Catherine Courage		80,000		125,017		205,017	Catherine Courage	80,000	125,041	205,041
Timothy A. Crown		180,000		125,017		305,017	Timothy A. Crown	180,000	125,041	305,041
Anthony A. Ibargüen		95,000		125,017		220,017	Anthony A. Ibargüen	85,769	125,041	210,810
Kathleen S. Pushor		100,000		125,017		225,017	Kathleen S. Pushor	87,692	125,041	212,733
Girish Rishi		80,000		125,017		205,017	Girish Rishi	80,000	125,041	205,041

~~(1)~~

These amounts reflect the grant date fair value of the service-based RSU awards granted to our directors. On May 20, 2020, each non-employee director was granted RSUs with a grant date fair value equal to $125,017, calculated at the closing price of the Company’s common stock on the date of its 2020 Annual Meeting of Stockholders ($49.61 per share).(1)These amounts reflect the grant date fair value of the service-based RSU awards granted to our directors. On May 19, 2021, each non-employee director was granted RSUs with a grant date fair value equal to $125,041, calculated at the closing price of the Company’s common stock on the date of its 2021 Annual Meeting of Stockholders ($101.33 per share).

(2)As of December 31, 2021, the aggregate number of outstanding and unvested stock awards held by each non-employee director was as follows:

~~(2)~~

~~As of December 31, 2020, the aggregate number of outstanding and unvested stock awards held by each non-employee director was as follows:~~

Name					Unvested Stock Awards

Richard E. Allen	3,679		~~4,853~~
Bruce W. Armstrong		3,679		~~4,853~~
Linda M. Breard		3,679		~~5,118~~
Catherine Courage		3,679		~~4,853~~
Timothy A. Crown		3,679		~~4,853~~
Anthony A. Ibargüen		3,679		~~4,853~~
Kathleen S. Pushor		3,679		~~4,853~~
Girish Rishi		3,679		~~4,853~~

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 OW~~NERSHIP~~

~~Ownership of Our Common Stock~~

OWNERSHIP


Ownership of Our Common Stock

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

•each member of our Board of Directors, each director nominee and each of our Named Executive Officers (as defined in the Compensation Discussion and Analysis section of this proxy statement);~~Officers;~~

•all members of our Board and our executive officers as a group;and

•each person or group who is known by us to own beneficially more than 5% of our commonstock.

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~~2022 and shares of restricted stock that vest within 60 days of March 15, ~~2021~~2022 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~~2022 and the percentage of beneficial ownership is based on ~~35,319,581~~35,072,405 shares of common stock outstanding as of March 15, ~~2021.~~

2022.

Unless otherwise indicated, the address for each holder listed below is c/o Insight Enterprises, Inc., ~~6820 S. Harl Avenue, Tempe,~~2701 E. Insight Way, Chandler, Arizona ~~85283.~~

~~Certain Beneficial Owners, Directors and Executive Officers~~

85286.

Shares of Common Stock
Beneficially Owned⁽¹⁾

Name

Number of Shares

Percent

BlackRock, Inc.

5,784,419

⁽²⁾

16.50
%
FMR LLC

5,272,352

⁽³⁾

15.00
%
The Vanguard Group

3,731,056

⁽⁴⁾

10.63
%
Dimensional Fund Advisors LP

2,556,994

⁽⁵⁾

7.30
%
Kenneth T. Lamneck

362,594

1.03
%
Timothy A. Crown

80,499

⁽⁶⁾
*

Glynis A. Bryan

77,139

*

Wolfgang Ebermann

43,996

⁽⁷⁾
*

Richard E. Allen

35,260

⁽⁶⁾
*

Samuel C. Cowley

21,384

*

Anthony A. Ibargüen

13,027

⁽⁶⁾
*

Catherine Courage

10,380

⁽⁶⁾
*

Kathleen S. Pushor

6,603

⁽⁶⁾
*

Bruce W. Armstrong

6,203

⁽⁶⁾
*

Girish Rishi

4,396

⁽⁶⁾
*

Linda M. Breard

3,970

⁽⁶⁾
*

Joyce Mullen

—

*

All directors and executive officers as a group (16 persons)

690,247

⁽⁸⁾

1.94
%


Certain Beneficial Owners, Directors and Executive Officers


	Shares of Common Stock Beneficially Owned(1)
Name	Number of Shares		Percent
BlackRock, Inc.	5,596,709	(2)	16.00	%
FMR LLC	5,009,062	(3)	14.34	%
The Vanguard Group	3,854,055	(4)	11.05	%
ValueAct Capital	3,358,585	(5)	9.60	%
Dimensional Fund Advisors LP	2,335,899	(6)	6.70	%
Kenneth T. Lamneck	252,238	(7)	*
Timothy A. Crown	82,104		*
Glynis A. Bryan	79,612		*
Richard E. Allen	36,865		*
Samuel C. Cowley	30,343		*
Anthony A. Ibargüen	14,632		*
Joyce A. Mullen	11,316		*
Catherine Courage	8,985		*
Emma de Sousa	8,710		*
Bruce W. Armstrong	7,808		*
Girish Rishi	6,001		*
Kathleen S. Pushor	5,808		*
Linda Breard	5,575		*
Alexander L. Baum	—
All directors and executive officers as a group (18 persons)	566,129		1.61%

* Less than 1%

~~(1)~~

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(1)Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to securities. In accordance with SEC rules, a person is deemed to own beneficially any shares that such person has the right to acquire ~~within 60 days of the date of determination of beneficial~~

ownership. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge the persons or entities named in the table above have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

~~(2)~~

Share data based on information in an amendment to a Schedule 13G filed on February 5, 2021 with the SEC by BlackRock, Inc. As of December 31, 2020, the Schedule 13G indicates that BlackRock, Inc. had sole voting power with respect to 5,660,643 shares and sole dispositive power with respect to 5,784,419 shares. The address of BlackRock, Inc. is 55 East 52^nd ~~Street, New York, NY 10055.~~

~~(3)~~

Share data based on information in an amendment to a Schedule 13G filed on February 8, 2021 with the SEC by FMR LLC. As of December 31, 2020, the Schedule 13G indicates that FMR LLC had sole voting power with respect to 407,728 shares and sole dispositive power with respect to 5,272,352 shares. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

~~(4)~~

Share data based on information in an amendment to a Schedule 13G filed on February 10, 2021 with the SEC by The Vanguard Group. As of December 31, 2020, the Schedule 13G indicates that The Vanguard Group had no shares with sole voting power, shared voting power with respect to 47,495 shares, sole dispositive power with respect to 3,654,003 shares and shared dispositive power with respect to 77,053 shares. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.

~~(5)~~

Share data based on information in an amendment to a Schedule 13G filed on February 12, 2021 with the SEC by Dimensional Fund Advisors LP. As of December 31, 2020, the Schedule 13G indicates that Dimensional Fund Advisors LP had sole voting power with respect to 2,468,038 shares and sole dispositive power with respect to 2,556,994 shares. The address of Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746.

~~(6)~~

~~Includes 803 shares subject to vesting within 60 days of March 15, 2021.~~

~~(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,~~the date of determination of beneficial ownership. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge the persons or entities named in the table above have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

(2)Share data based on information in an amendment to a Schedule 13G filed on January 27, 2022 with the SEC by BlackRock, Inc. As of December 31, 2021, the Schedule 13G indicates that BlackRock, Inc. had sole voting power with respect to 5,510,675 shares and sole dispositive power with respect to 5,596,709 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(3)Share data based on information in an amendment to a Schedule 13G filed on February 9, 2022 with the SEC by FMR LLC. As of December 31, 2021, the Schedule 13G indicates that FMR LLC had sole voting power with respect to 327,827 shares and sole dispositive power with respect to 5,009,062 shares. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.

(4)Share data based on information in an amendment to a Schedule 13G filed on February 10, 2022 with the SEC by The Vanguard Group. As of December 31, 2021, the Schedule 13G indicates that The Vanguard Group had no shares with sole voting power, shared voting power with respect to 41,230 shares, sole dispositive power with respect to 3,781,342 shares and shared dispositive power with respect to 72,713 shares. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.

(5)Share data based on information in an amendment to a Schedule 13D filed on February 18, 2022 with the SEC by ValueAct Capital (and various affiliates). As of December 31, 2021, the Schedule 13G indicates that ValueAct Capital had shared voting and shared dispositive power with respect to 3,358,585 shares. Mr. Baum disclaims beneficial ownership of these shares. The address of ValueAct Capital is One Letterman Drive, Building D, Fourth Floor, San Francisco, CA 94129.

(6)Share data based on information in an amendment to a Schedule 13G filed on February 8, 2022 with the SEC by Dimensional Fund Advisors LP. As of December 31, 2021, the Schedule 13G indicates that Dimensional Fund Advisors LP had sole voting power with respect to 2,292,909 shares and sole dispositive power with respect to 2,335,899 shares. The address of Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746.

(7)Mr. Lamneck retired as President and Chief Executive Officer of the Company and as a member of the Board, effective December 31, 2021.

~~Delinquent Section 16(a) Reports~~


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~~2021 were filed on a timely ~~basis; except for one late report filed by Wolfgang Ebermann relating to the purchase~~basis.

Table of ~~1,000 shares of common stock of the Company.~~

Contents

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,~~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:

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~~2021 Annual Meeting of Stockholders, approximately ~~95%~~98% of the votes cast by our stockholders approved the compensation of our named executive officers as disclosed in the ~~2020~~2021 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~~2021 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.

COMPENSATION ~~DISCUSSION~~DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis (our “CD&A”) provides an overview of our executive compensation program for ~~2020~~2021 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,~~2021, our Named Executive Officers were:


~~Name~~	~~Title~~
Name		Title
Kenneth T. Lamneck		President and Chief Executive Officer
Glynis A. Bryan		Chief Financial Officer
Joyce A. Mullen		President, Insight North America
~~Wolfgang Ebermann~~ Emma de Sousa		~~Former~~ President, Insight EMEA* EMEA
Samuel C. Cowley		Senior Vice President, General Counsel and Secretary

Mr. ~~Ebermann~~Lamneck retired as President and Chief Executive Officer effective December 31, 2021 after serving as President and Chief Executive Officer of the Company for 12 years. Mr. Lamneck now serves the Company in a consulting capacity. Ms. Mullen, who joined the Company in October 2020 as President, Insight ~~EMEA~~North America, was elected as President and Chief Executive Officer of the Company effective January 1, ~~2021~~2022. In connection with her promotion, the Board approved a new employment agreement for Ms. Mullen containing new compensation terms aligned with the market, including base salary of $850,000, target annual cash incentive of $1,275,000 at 100% attainment of objectives, a four-year service-based equity grant of $1,000,000, and ~~continues~~an equity grant valued at $2,500,000 pursuant to ~~assist~~ the ~~Company as a consultant.~~

2022 equity-based incentive plan.

~~Overview~~
Overview			•~~2020~~2021 BusinessHighlights •Our Executive CompensationProgram •Our Executive CompensationPractices •~~2020~~2021 Say-on-PayVote

What We Pay and Why			•Compensation Philosophy •Factors Considered in Compensation Deliberations •~~2020~~2021 Executive CompensationDecisions •BaseSalary •Annual Cash Incentive Awards •Long-Term Equity-Based IncentiveProgram •2022 Executive Compensation Program •Other Elements of Our ~~2020~~ Executive CompensationProgram •Alignment of Senior Management Team to Drive Performance

How We Make Executive Compensation Decisions			•Role of the Board, Compensation Committee and our ExecutiveOfficers •Guidance from the Compensation Committee’s Independent CompensationConsultant •Comparison PeerGroups


2021 Business Highlights

In ~~2020,~~ 2021, our global team delivered a ~~fifth~~sixth consecutive year of double-digit non-GAAP Adjusted* earnings from operations growth, by focusing on improving our product mix ~~and~~by continuing to expand our higher margin 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,~~2021, have positioned us well to continue to execute on our business ~~goals~~.goals. For the full year ~~2020,~~2021, we delivered the following consolidated financial results:

•Net sales growth of ~~$609 million,~~$1.1 billion, or 8%13%, to ~~$8.3~~$9.4 billion

GP•Gross profit (“GP”) growth of ~~14%, with gross margin increasing approximately 90 basis points~~11%

•Non-GAAP Adjusted* ~~EFO~~earnings from operations (“EFO”) growth of ~~14%~~12%

•Non-GAAP Adjusted* diluted ~~EPS~~earnings per share (“EPS”) growth of ~~14%~~15%, to ~~$6.19~~$7.10

•Non-GAAP Adjusted* return on invested capital (“ROIC”) of 14.01%(1)

~~Non-GAAP Adjusted* ROIC of 12.59%~~⁽¹⁾

~~(1)~~

~~Calculated using a 26.0% tax rate for 2020, consistent with ROIC reported in 2020~~(1)Calculated using a 26.0% tax rate for 2021, consistent with the ROIC reported in 2021 earnings.

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.

The following chart shows how a $100 investment in the Company’s common stock on December 31, ~~2015~~2016 would have grown to ~~$303~~$264 on December 31, ~~2020.~~2021. The chart also shows Insight’s performance versus the NASDAQ US Benchmark TR Index (Market Index) ($100 investment would have grown to ~~$206)~~$230) and the NASDAQ US Benchmark Computer Hardware TR Index (Industry Index) ($100 investment would have grown to ~~$505)~~$593) over the same period, with dividends ~~reinvested quarterly.~~

reinvested.

For further details about our performance in ~~2020,~~2021, please see the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~

2021.

Table of Contents~~Our Executive Compensation Program~~


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:~~

program for 2021:

Pay Element

~~Pay Element~~

Salary

Annual Cash

Incentive Awards

Performance-Based RSUs

Service-Based RSUs

~~Salary~~

~~Annual Cash~~

~~Incentive Awards~~

~~Performance-Based RSUs~~

~~Service-Based RSUs~~

Who Receives

All Named Executive Officers

When Granted

Annually

Form of Delivery

Cash

Equity

Type of Performance

Short-term emphasis (fixed)

Short-term emphasis (variable)

Long-term emphasis (variable and at-risk)

Long-term emphasis (at-risk)

Performance Period

N/A

1 year

1 year with earned shares vesting over 3 years

Vesting over 4 years

How Payout Determined

Compensation Committee determination

Based upon formula established by Compensation Committee

Compensation Committee determination

Performance Measures

~~Fixed with service requirements~~

N/A

Non-GAAP Adjusted EFO, cloud gross profit growth, services gross profit growth, and hardware market share expansion ~~achievement of cost synergies, as applicable~~

Non-GAAP Adjusted ROIC

Service requirements

The following charts illustrate the pay for performance design of our ~~2020~~2021 executive compensation program. For ~~2020,~~2021, approximately ~~86%~~84% of the target total direct compensation of our then President and Chief Executive Officer was variable and/or at-risk and approximately ~~80%~~70% of the target total direct compensation of our other Named Executive Officers was variable and/or at-risk:

Table of Contents ~~Our Executive Compensation Practices~~


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:


			Our Executive Compensation Practices
✓			Significant percentage of target total direct compensation delivered in the form of variable compensation, which is “at-risk” and/or tied to performance
✓			Long-term performance objectives aligned with the creation of stockholder value
✓			Compensation Committee consists of independent directors only
✓			Annual review of our compensation-related risk profile
✓			Market comparison of executive compensation against relevant peer group information
✓			Use of an independent compensation consultant reporting directly to the Compensation Committee and providing no services to the Company
✓			Robust stock ownership guidelines
✓			Clawback policy
✓			We do not provide excessive executive perquisites
✓			We do not provide excessive severance benefits
✓			We do not offer tax gross-ups for changes in control, except for one legacy arrangement granted years ago
✓			We prohibit repricing of underwater stock options under our long-term incentive plan without stockholder approval
✓			We prohibit hedging or short sales of our securities, and we prohibit pledging of our securities except in limited circumstances with pre-approval

Table of Contents ~~2020 Say-on-Pay Vote~~


2021 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%~~98% of the votes cast for the Company’s say-on-pay proposal at our ~~2020~~2021 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~~2021 say-on-pay vote.


Compensation Philosophy

•Provide compensation and benefit levels that will attract, retain, motivate and reward a highly-talented management team while maintaining responsible cost management;


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

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

Table of Contents ~~2020 Executive Compensation Decisions~~


2021 Executive Compensation Decisions

Consistent with our pay-for-performance philosophy and executive compensation program objectives in determining the ~~2020~~2021 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 prior independent compensation ~~consultant (the “Compensation Consultant”).~~

~~Base Salary~~

consultant.

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,~~2021, 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~~salary for Mr. Lamneck ~~are~~is discussed below under “Chief Executive Officer Compensation.” For ~~2020,~~2021, the base ~~salaries~~salary for Ms. ~~Bryan, Mr. Ebermann and Mr. Cowley were~~de Sousa was increased ~~by approximately 16.5%, 3.5% and 6.3%, respectively. For 2021, base~~to £400,000 in connection with her promotion to President, Insight EMEA. Base salaries for Ms. Bryan and Mr. Cowley were each increased by approximately 2.0%. while Ms. Mullen’s base salary remained unchanged from when she joined the Company in October 2020. 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,~~prior 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:

(1)While Ms. de Sousa’s base salary is shown in U.S. dollars for presentation in this proxy statement, Ms. de Sousa is paid in British pounds. Consistent with the presentation in the Summary Compensation Table in this proxy statement, Ms. de Sousa’s 2021 salary was computed by multiplying the average exchange rate for the quarters ended March 31, June 30, September 30, and December 31 2021, respectively, by the compensation earned during the quarter.

	~~(1)~~	~~Ms. Mullen joined the Company effective October 26, 2020.~~
Annual Cash Incentive Awards

~~(2)~~

While Mr. Ebermann’s base salary is shown in U.S. dollars for presentation in this proxy statement, Mr. Ebermann is paid in Euros. Consistent with the presentation in the Summary Compensation Table in this proxy statement, Mr. Ebermann’s 2020 salary was computed by multiplying the average exchange rate for the quarters ended March 31, June 30, September 30, and December 31, 2020, respectively, by the compensation earned during the quarter. Mr. Ebermann retired as an executive officer of the Company effective January 1, 2021.

2021 Cash Incentive Plan

For ~~2020,~~2021, the Compensation Committee ~~again~~ provided an incentive plan for certain management level teammates, including our ~~executive officers.~~Named Executive Officers. Consistent with ~~2019,~~2020, the ~~2020~~2021 target cash incentive compensation amounts are calculated as a percentage of base salary. The percentages are generally consistent with those utilized in ~~2019.~~ 2020.

Under the ~~2020~~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:

Named Executive Officer

EFO

Services GP

Growth

Cloud GP

Growth

Hardware Market

Share Growth

Kenneth T. Lamneck ~~President and Chief Executive Officer~~

50%

(IEI)

25%

(IEI)

12.5%

(IEI)

12.5%

(U.S.)

Glynis A. Bryan ~~Chief Financial Officer~~

50%

(IEI)

25%

(IEI)

12.5%

(IEI)

12.5%

(U.S.)

Joyce A. Mullen ~~President Insight North America~~⁽¹⁾

50%

(INA)

25%

(INA)

12.5%

(INA)

12.5%

(U.S.)

~~Wolfgang Ebermann, Former President, Insight EMEA~~

Emma de Sousa

50%

(EMEA)

25%

(EMEA)

25%

(EMEA)

—

Samuel C. Cowley ~~Senior Vice President, General Counsel and Secretary~~

50%

(IEI)

25%

(IEI)

12.5%

(IEI)

12.5%

(U.S.)

~~(1)~~

~~Ms. Mullen joined the Company effective October 26, 2020 and received a guaranteed bonus for 2020.~~

•Insight Enterprises, Inc. and subsidiaries (“IEI”) EFO was calculated on a consolidated non-GAAP Adjusted basis, with non-GAAP Adjusted IEI EFO being defined as the Company’s actual 2021 consolidated earnings from operations, excluding certain items, specified and approved in advance by the Compensation Committee, that were not considered to be part of ongoing business (the “EFO exclusions”). Insight North America (“INA”) EFO was calculated on a non-GAAP Adjusted basis, with non-GAAP Adjusted INA EFO being defined as the actual 2021 earnings from operations from the Company’s North America operating segment, excluding the relevant EFO exclusions. “EMEA EFO” was calculated on a non-GAAP Adjusted basis, with non-GAAP Adjusted EMEA EFO being defined as the actual 2021 earnings from operations from the Company’s EMEA operating segment, excluding the relevant EFO exclusions, on a constant currency basis.

•

Insight Enterprises, Inc. and subsidiaries (“IEI”) EFO was calculated on a consolidated non-GAAP Adjusted basis, with non-GAAP Adjusted IEI EFO being defined as the Company’s actual 2020 consolidated earnings from operations, excluding certain items, specified and approved in advance by the Compensation Committee, that were not considered to be part of ongoing business (the “EFO exclusions”). Insight North America (“INA”) EFO was calculated on a non-GAAP Adjusted basis, with non-GAAP Adjusted INA EFO being defined as the actual 2020 earnings from operations from the Company’s North America operating segment, excluding the relevant EFO exclusions. “EMEA EFO” was calculated on a non-GAAP Adjusted basis, with non-GAAP Adjusted EMEA EFO being defined as the actual 2020 earnings from operations from the Company’s EMEA operating segment, excluding the relevant EFO exclusions, on a constant currency basis.

“IEI Services GP Growth” was based on the change in the Company’s actual ~~2020~~2021 consolidated gross profit from services sales compared to ~~2019.~~2020. “INA Services GP Growth” was based on the change in actual ~~2020~~2021 gross profit from services sales from the Company’s INA operating segment compared to ~~2019.~~2020. “EMEA Services GP Growth” was based on the change in actual ~~2020~~2021 gross profit from services sales from the Company’s EMEA operating segment compared to ~~2019,~~2020, on a constant currency basis.

•“IEI Cloud GP Growth” was based on the change in the Company’s actual ~~2020~~2021 consolidated gross profit from cloud sales compared to ~~2019.~~2020. “INA Cloud GP Growth” was based on the change in actual ~~2020~~2021 gross profit from cloud sales from the Company’s North America operating segment compared to 2020. “EMEA Cloud GP Growth” was based on the change in actual 2021 gross profit from cloud sales from the Company’s EMEA operating segment compared to 2020, on a constant currency basis.

~~to 2019. “EMEA Cloud GP Growth” was based on the change in actual 2020 gross profit from cloud sales from the Company’s EMEA operating segment compared to 2019, on a constant currency basis.~~

•“U.S. Hardware Market Share Growth” was based on growth in market share from ~~2019~~2020 to ~~2020~~2021 utilizing data for U.S. hardware sales as provided by the NPD Group, Inc. (“NPD”), a third-party market research company that provides market share information on the commercial purchasing of IT products sold through a group of national corporate resellers and direct marketers in the United States who have agreed to share their data with NPD. This data was adjusted by management, as agreed to by the

Table of Contents

Compensation Committee at the time the targets were set, to maintain a consistent percentage of the Company’s U.S. hardware sales compared to total hardware sales reported by NPD.

The ~~2020~~2021 cash incentive plan required that the Company, or the relevant ~~portion~~segment 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.~~2021. Where actual results fell between specified performance levels, payments were calculated based on linear interpolation.

For the ~~2020~~2021 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~~2021 cash incentive plan were as follows:

~~Financial Objective~~

~~Target~~

~~Actual~~

~~% Payout~~

Financial Objective

Target

Actual

% Payout

IEI EFO (non-GAAP Adjusted)

$~~357.4~~351.7 million

$~~322.4~~362.5 million

~~75.5%~~

115.5%

INA EFO (non-GAAP Adjusted)

$~~300.7~~291.9 million

$~~264.1~~295.3 million

~~69.6%~~

106.0%

EMEA EFO (non-GAAP Adjusted, in

constant currency)

$~~44.6~~46.7 million

$~~45.6~~50.3 million

~~111.5%~~

138.0%

For the ~~2020~~2021 Services GP Growth performance measures set forth above, the thresholds to receive any cash incentive were IEI Services GP Growth of ~~6.4%~~0.5% compared to ~~2019,~~2020, INA Services GP Growth of ~~4.3%~~0.5% compared to ~~2019~~2020 and EMEA Services GP Growth of ~~8.7%~~0.8% compared to ~~2019,~~2020, 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%~~17.6% compared to ~~2019,~~2020, INA Services GP Growth of ~~32.6%~~13.2% compared to ~~2019~~2020 and EMEA Services GP Growth of ~~39.0%~~28.4% compared to ~~2019.~~

2020.

The budgeted target, actual financial attainment and payout levels related to the Services GP Growth performance measures for the ~~2020~~2021 cash incentive plan were as follows:

~~Financial Objective~~

~~Target~~

~~Actual~~

~~% Payout~~

Financial Objective

Target

Actual

% Payout

IEI Services GP Growth

~~23.0%~~9.9% increase

~~16.7%~~14.8% increase

~~71.8%~~

168.2%

INA Services GP Growth

~~20.6%~~5.8% increase

~~14.7%~~8.0% increase

~~72.8%~~

139.3%

EMEA Services GP Growth

~~26.3%~~20.0% increase

~~13.1%~~21.8% increase

~~44.0%~~

131.3%

For the ~~2020~~2021 Cloud GP Growth performance measures set forth above, the thresholds to receive any cash incentive were IEI Cloud GP Growth of ~~0.5%~~0.2% compared to ~~2019,~~2020, INA Cloud GP Growth of ~~0.5%~~0.1% compared to ~~2019~~2020 and EMEA Cloud GP Growth of ~~0.6%~~0.1% compared to ~~2019,~~2020, which would result in a payout of ~~50%~~25% of the target cash incentive award opportunity allocated to 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 Cloud GP Growth of ~~24.2%~~23.8% compared to ~~2019,~~2020, INA Cloud GP Growth of ~~26.6%~~22.3% compared to ~~2019~~2020 and EMEA Cloud GP Growth of ~~22.0%~~19.1% compared to ~~2019.~~

2020.

The budgeted target, actual financial attainment and payout levels related to the Cloud GP Growth performance measures for the ~~2020~~2021 cash incentive plan were as follows:

~~Financial Objective~~

~~Target~~

~~Actual~~

~~% Payout~~

Financial Objective

Target

Actual

% Payout

IEI Cloud GP Growth

~~9.0%~~12.5% increase

~~32.4%~~21.0% increase

~~200.0%~~

175.0%

INA Cloud GP Growth

~~11.1%~~11.2% increase

~~52.2%~~23.7% increase

200.0%

EMEA Cloud GP Growth

~~7.0%~~8.3% increase

~~10.8%~~7.8% increase

~~134.3%~~

98.2%

For the ~~2020~~2021 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,~~to maintain the same level of market share as 2020, which would result in a payout of ~~8.0%~~1.0% of the target cash incentive award opportunity allocated to that measure. ~~Below~~If there is a ~~1.0~~ basis point ~~increase,~~decrease compared to 2020 then, no payout would be received by the executive. The maximum each executive could earn, 200% of target, would result from a ~~40.0~~138.0 basis point increase over ~~2019.~~

2020.

The budgeted target, actual financial attainment and payout levels related to the U.S. Hardware Market Share Growth performance measure for the ~~2020~~2021 cash incentive plan were as follows:

~~Financial Objective~~	~~Target~~	~~Actual~~	~~% Payout~~
Financial Objective			Target	Actual	% Payout
U.S. Hardware Market Share Growth			~~20.0~~69.0 bps increase	~~216~~28.0 bps decrease	- —

~~Financial Objective~~	~~Target~~	~~Actual~~	~~% Payout~~

~~IEI Cost Synergy Achievement Bonus~~	~~$18.3 million~~	~~$22.0 million~~	~~191.0%~~
~~INA Cost Synergy Achievement Bonus~~	~~$17.0 million~~	~~$20.7 million~~	~~195.8%~~
~~EMEA Cost Synergy Achievement Bonus~~	~~$1.3 million~~	~~$1.4 million~~	~~108.3%~~

Named Executive Officer

Percentage of
Base Salary
at Target

Bonus Target

Payout

Kenneth T. Lamneck

225
%

$
2,250,000

$
2,643,000

Glynis A. Bryan

150
%

$
900,000

$
1,057,200

Joyce Mullen⁽¹⁾

—

—

—

Wolfgang Ebermann⁽²⁾

84
%

$
518,606

$
525,041

Samuel C. Cowley

98
%

$
414,375

$
486,753

~~(1)~~

~~Ms. Mullen joined the Company effective October 26, 2020 and received a guaranteed bonus for 2020.~~

~~(2)~~

While Mr. Ebermann’s 2020 target and earned cash incentive compensation is shown in U.S. dollars for presentation in this proxy statement, Mr. Ebermann is paid in Euros. The target was €427,928. His earned cash incentive compensation was €433,238. Consistent with the presentation in the Summary Compensation Table in this proxy statement, Mr. Ebermann’s 2020 earned cash incentive compensation was determined by multiplying the Euros paid by the exchange rate applicable on the date paid. Consistent with the presentation in the Grants of Plan-Based Awards table in this proxy statement, Mr. Ebermann’s 2020 target cash incentive compensation was determined by multiplying the Euro amount by the exchange rate applicable on the actual date paid of $1.2119 per Euro.


Named Executive Officer	Percentage of Base Salary at Target	Bonus Target		Payout
Kenneth T. Lamneck	150%	$	1,530,000	$	1,862,010
Glynis A. Bryan	100%	$	612,000	$	744,804
Joyce A. Mullen	100%	$	600,000	$	676,800
Emma de Sousa(1)	58%	$	316,920	$	400,587
Samuel C. Cowley	65%	$	281,775	$	342,920

(1)While Ms. de Sousa’s 2021 ~~Cash Incentive Plan~~

~~For 2021, the Compensation Committee again provided an~~target and earned cash incentive ~~plan~~compensation is shown in U.S. dollars for ~~certain management level teammates, including our executive officers.~~presentation in this proxy statement, Ms. de Sousa is paid in British pounds. The target was £240,000. Her earned cash incentive compensation was £303,360. Consistent with ~~2020,~~ the presentation in the Summary Compensation Table in this proxy statement, Ms. de Sousa’s 2021 earned cash incentive compensation was determined by multiplying the British pounds paid by the exchange rate applicable on the date paid. Consistent with the presentation in the Grants of Plan-Based Awards Table in this proxy statement, Ms. de Sousa’s 2021 target cash incentive compensation ~~amounts are calculated as a percentage~~was determined by multiplying the British pounds amount by the exchange rate applicable on the date paid 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~~$1.3205 per British pound.

~~Named Executive Officer~~

~~EFO~~

~~Services~~

~~GP Growth~~

~~Cloud GP~~

~~Growth~~

~~Hardware Market~~

~~Share Growth~~

~~Kenneth T. Lamneck, President and Chief Executive Officer~~

~~50%~~

~~(IEI)~~

~~25%~~

~~(IEI)~~

~~12.5%~~

~~(IEI)~~

~~12.5%~~

~~(U.S.)~~

~~Glynis A. Bryan, Chief Financial Officer~~

~~50%~~

~~(IEI)~~

~~25%~~

~~(IEI)~~

~~12.5%~~

~~(IEI)~~

~~12.5%~~

~~(U.S.)~~

~~Joyce Mullen, President Insight North America~~

~~50%~~

~~(INA)~~

~~25%~~

~~(INA)~~

~~12.5%~~

~~(INA)~~

~~12.5%~~

~~(U.S.)~~

Wolfgang Ebermann, Former President, Insight EMEA*

~~Samuel C. Cowley, Senior Vice President, General Counsel and Secretary~~

~~50%~~

~~(IEI)~~

~~25%~~

~~(IEI)~~

~~12.5%~~

~~(IEI)~~

~~12.5%~~

~~(U.S.)~~

~~The 2021 cash incentive plan again includes performance measures for IEI EFO, INA EFO and EMEA EFO, in each case calculated consistent with 2020 (as discussed above).~~

~~Reflecting the continued focus of the Company on the strategic objective of driving growth in the higher margin services business, the 2021 cash incentive plan again incorporates a performance~~

measure for growth in Services GP for all Named Executive Officers, with IEI Services GP Growth, INA Services GP Growth and EMEA Services GP Growth calculated consistent with 2020 (as discussed above).

Long-Term Equity-Based Incentive Program

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 2021 cash incentive plan again incorporates a performance measure for growth in Cloud GP for all Named Executive Officers, with IEI Cloud GP Growth, INA Cloud GP Growth and EMEA Cloud GP Growth calculated consistent with 2020 (as discussed above).

Reflecting the continued focus of the Company on the strategic objective of growing our core business and improving profitability, the 2021 cash incentive plan again incorporates the performance measure of U.S. Hardware Market Share Growth, calculated consistent with 2020 (as discussed above), for all of our Named Executive Officers (other than the President of Insight EMEA).

•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 strategicobjectives

•Facilitate increased equity ownership by our executives

•Retain the services of our executives through multi-year vestingrequirements


Performance-Based RSUs			•60% of target long-term incentiveopportunity •~~2020~~2021 performance period with 0-200% payoutcurve (threshold payout of 25%) •Vest ratably over three years on the anniversary of the grant date based upon attainment of non-GAAP Adjusted ROIC performance goals, calculated as describedbelow, and/or strategic performance goals

Service-Based RSUs			•40% of target long-term incentiveopportunity •Value based on stock priceat vesting •Vest ratably over four years

Performance-based RSUs are earned only if pre-established annual financial and/or strategic performance goals are achieved. Earned performance-based 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~~believed that the 60/40 weighting between performance-based and service-based RSUs ~~has~~had 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 ~~(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,~~2021, 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.prior 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”.

Named Executive Officer

2020 Target

2021 Target

Kenneth T. Lamneck

$
3,750,000

$
3,750,000

Glynis A. Bryan

$
1,000,000

$
1,000,000

Joyce Mullen

$
—

⁽¹
⁾

$
1,000,000

Wolfgang Ebermann

$
650,000

$
—

⁽²
⁾
Samuel C. Cowley

$
600,000

$
600,000

	~~(1)~~	~~Ms.~~
Named Executive Officer			2021 Target
Kenneth T. Lamneck			$	3,750,000
Glynis A. Bryan			$	1,000,000
Joyce A. Mullen ~~joined the Company effective October 26, 2020.~~			$	1,000,000
Emma de Sousa			$	350,000
Samuel C. Cowley			$	600,000

~~(2)~~

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

~~2020~~2021 Equity-Based Incentive Plan Payouts

The ~~2020~~2021 RSU awards for executive officers which are 40% service-based and 60% performance-based, ~~(excluding any one-time grants),~~ were approved on February ~~17, 2020.~~10, 2021. The service-based RSUs ~~will~~ vest in four equal annual installments beginning on February 20, ~~2021.~~2022. The performance-based grants, if earned, vest in three equal annual installments beginning on February 20, ~~2021,~~2022, and the number of RSUs to be issued, if any, will vary depending on ~~(i)~~ the Company’s ROIC for the fiscal year ending December 31, ~~2020,~~2021, on a consolidated non-GAAP Adjusted basis, with non-GAAP Adjusted ROIC and Invested Capital being defined consistent with the computation methodology used by financial analysts that evaluate the Company. If the Company ~~or (ii) the achievement~~achieved less than 88% of ~~specified strategic objectives. For the performance-based~~its 2021 non-GAAP Adjusted ROIC target range, no RSUs would be issued or if the Company ~~achieves certain specified strategic objectives defined in advance by the Compensation Committee, for example, completion~~achieved greater than 114% of ~~a significant acquisition, 100%~~its 2021 non-GAAP Adjusted ROIC target range, 200% of the target number of RSUs ~~will~~would be issued. ~~If those specific~~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 2021. In addition, in November 2021 in connection with her election to President and CEO, Ms. Mullen received a service-based award of RSUs in the amount of $1,000,000 and, as a special retention incentive, Ms. Bryan received a service-based award of RSUs in the amount of $500,000. Both awards vest ratably over four years.

The following table sets forth the number of service-based and performance-based awards granted to our Named Executive Officers under the 2021 equity-based incentive plan:


		Performance-Based RSU Awards
Named Executive Officer	Service- Based RSUs Awarded (#)	Target Number of Performance- Based RSUs (1)	2021 Actual Non-GAAP Adjusted ROIC		Award Level		Performance- Based RSUs Awarded (#)
Kenneth T. Lamneck	17,949	26,924	14.01	%	87.5	%	23,559
Glynis A. Bryan	9,560	7,180	14.01	%	87.5	%	6,283
Joyce A. Mullen	14,333	7,180	14.01	%	87.5	%	6,283
Emma de Sousa	1,676	2,513	14.01	%	87.5	%	2,199
Samuel C. Cowley	2,872	4,308	14.01	%	87.5	%	3,770

(1)Target was based on the Company achieving (i) its non-GAAP Adjusted ROIC target range for 2021 of 14.06% - 14.31%.

2022 Executive Compensation Program

In connection with developing the Company’s 2022 executive compensation program, the Compensation Committee engaged a new compensation consultant: Meridian Compensation Partners, LLC (the “new Compensation Consultant”). Through a series of meetings from August 2021 through February 2022, the Compensation Committee, the Chair of the Compensation Committee and senior management of the Company discussed with the new Compensation Consultant ways to improve the Company’s executive compensation program design. The new Compensation Consultant analyzed the 2021 executive compensation program, compared it to peers and general industry data, and researched various alternative elements. After considerable deliberation, the Compensation Committee determined to make several changes to the executive compensation program for 2022. Among the key changes are the following: (i) half of the performance-based RSUs awarded to executives would be based on the Company’s performance against a relative total shareholder return (“rTSR”) metric over a three-year measurement period; and (ii) the vesting period for service-based RSUs awarded to executives was changed from four years to three years. The executive compensation program for 2022 includes the elements described below.

The base salaries for 2022 for the Named Executive Officers increased in connection with the election of Ms. Mullen as CEO and the recommendations of the Compensation Consultant after analyzing peers. Accordingly, base salaries increased 42%, 6%, 4% and 15% for Ms. Mullen, Ms. Bryan, Ms. de Sousa and Mr. Cowley, respectively.

The table below sets forth the 2022 and 2021 base salary level for each of our Named Executive Officers:


Named Executive Officer	2022 Base Salary			2021 Base Salary
Joyce A. Mullen	$	850,000	(1)	$	600,000
Glynis A. Bryan	$	650,000		$	612,000
Emma de Sousa	$	556,100	(2)	$	550,340	(2)
Samuel C. Cowley	$	500,000		$	433,500

2022 Cash Incentive Plan

For 2022, the Compensation Committee provided an incentive plan for certain management level teammates, including our Named Executive Officers. Consistent with 2021, the 2022 target cash incentive compensation amounts are calculated as a percentage of base salary.

The following are the target percentages of base salary for our Named Executive Officers under the 2022 Cash Incentive Plan:


Named Executive Officer	Percentage of Base Salary at Target
Joyce A. Mullen	150%	(1)
Glynis A. Bryan	100%
Emma de Sousa	65%
Samuel C. Cowley	70%

Under the 2022 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:


Named Executive Officer	EFO	Services GP Growth	Cloud GP Growth
Joyce A. Mullen	50% (IEI)	25% (IEI)	25% (IEI)
Glynis A. Bryan	50% (IEI)	25% (IEI)	25% (IEI)
Emma de Sousa	50% (EMEA)	25% (EMEA)	25% (EMEA)
Samuel C. Cowley	50% (IEI)	25% (IEI)	25% (IEI)

The following considerations were reflected in our 2022 cash incentive plan:

•The 2022 cash incentive plan again includes performance measures for IEI EFO and EMEA EFO, in each case calculated consistent with 2021 (see “2021 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 2022 cash incentive plan incorporates a performance measure for growth in Services GP for all Named Executive Officers, with IEI Services GP Growth and EMEA Services GP Growth calculated consistent with 2021 (see “2021 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 2022 cash incentive plan incorporates a performance measure for growth in Cloud GP for all Named Executive Officers, with IEI Cloud GP Growth and EMEA Cloud GP Growth calculated consistent with 2021 (see “2021 Cash Incentive Plan” under “Annual Cash Incentive Awards” above).

•U.S. Hardware Market Share Growth was removed as a result of the enhanced focus on becoming an industry leading global solutions integrator.

2022 Equity-Based Incentive Plan

For 2022, below are ~~not met~~the approved dollar value targets for equity-based incentive compensation for each of the Named Executive Officers based on the evaluation of market data provided by the new Compensation Consultant as well as the other factors noted above in the section “Factors Considered in Compensation Deliberations.”


Named Executive Officer	2022 Target
Joyce A. Mullen	$	2,500,000	(1)
Glynis A. Bryan	$	1,500,000
Emma de Sousa	$	500,000
Samuel C. Cowley	$	750,000

The 2022 equity-based awards for Named Executive Officers are 40% service-based and 60% performance-based and were approved on February 15, 2022. The number of performance-based RSUs issued under the 2022 plan is split equally between two components: (i) 30% of target is based on achievement of Non-GAAP Adjusted ROIC performance over a one-year measurement period calculated consistent with the 2021 program and (ii) 30% of target is based on achievement of rTSR over a three-year measurement period. The service-based RSUs will vest in three equal annual installments beginning on February 20, 2023. The performance-based grants earned based on Non-GAAP Adjusted ROIC will vest in three equal annual installments beginning on February 20, 2023. The performance-based grants earned based on rTSR will cliff vest on February 20, 2025.

The Company’s Adjusted ROIC for the fiscal year ending December 31, 2022 is calculated on a basis consistent with how it was calculated for 2021. If the Company achieves less than ~~92%~~88% of its ~~2020~~2022 non-GAAP Adjusted ROIC target range, no RSUs will be issued or if the Company achieves greater than ~~116%~~112% of its ~~2020~~2022 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 ~~2020. In addition~~2022.

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 2022 rTSR peer group. The peer group is a custom group of 31 distribution and technology companies. The performance period is January 1, 2022 through December 31, 2024. For purposes of the rTSR calculation, the beginning and ending stock prices are each calculated based on the 20 trading days prior to the ~~2020 plan payouts,~~beginning and ending dates of the ~~Compensation Committee approved a special recognition award~~performance period.

Performance-Based RSU Awards

Named Executive Officer

Service-
Based RSUs
Awarded
(#)
Target
Number of
Performance-
Based RSUs
(1)
2020
Actual
Non-GAAP
Adjusted
ROIC
Award
Level
Performance-
Based RSUs
Awarded
(#)

Kenneth T. Lamneck,
President and Chief Executive Officer

25,454

38,181

12.59
%

125.0
%

47,727

Glynis A. Bryan,
Chief Financial Officer

6,788

10,182

12.59
%

125.0
%

12,729

Joyce Mullen,
President, Insight North America⁽²⁾

43,815

—

—

—

—

Wolfgang Ebermann,
President, Insight EMEA

4,412

6,619

12.59
%

125.0
%

8,275

Samuel C. Cowley
Senior Vice President, General Counsel and Secretary

5,438

6,109

12.59
%

125.0
%

7,636

	~~(1)~~
Percentile Rank		~~Target was based on the Company achieving (i) its non-GAAP Adjusted ROIC target range for 2020~~Percentage of ~~11.92% - 12.17% or (ii) certain specified strategic objectives.~~Payout at Target (1)
≥ 80th percentile		200%
55th percentile		100%
30th percentile		50%
< 30th percentile		—

~~(2)~~

~~Ms. Mullen joined the Company effective October 26, 2020~~

(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 addition to the performance-based and ~~received a one-time grant of RSUs with a value of $3,000,013.~~

In determining the amount of equity-based incentive compensation for ~~2021,~~2022, 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 new Compensation Consultant’s ~~prior~~ analysis of the competitiveness of the Company’s compensation levels, including its equity-based award levels, ~~and on~~ the Compensation Committee’s review of the Company’s ~~2021~~2022 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.

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

The Compensation Committee approved a ~~11.1%~~2% increase in the ~~2020~~2021 base salary for Mr. Lamneck, raising his base salary to ~~$1,000,000.~~$1,020,000. Mr. Lamneck’s target annual cash incentive award opportunity is reflected as a percentage of base salary, which remained consistent at 150%, resulting in Mr. Lamneck’s ~~2020~~2021 target annual cash incentive award also increasing approximately ~~11.1%~~2% to ~~$1,500,000. Mr. Lamneck also received a one-time Cost Synergy Achievement Bonus during 2020 in the amount of $750,000.~~$1,530,000. The dollar value of ~~2020~~2021 target equity-based compensation awards approved by the Compensation Committee for Mr. Lamneck remained unchanged from the 2019 amount of $3,750,000. As a result, Mr. Lamneck’s target total direct compensation opportunity for 2020 was $7,000,000 (compared to $6,000,000 in 2019). Mr. Lamneck’s actual annual direct compensation earned for 2020 was 106% of the total target, or $7,402,139 (valuing his equity-based compensation at the grant date fair value, assuming target attainment).

Pursuant to SEC rules, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of the Chief Executive Officer for 2020. We calculated the total compensation for both using the same methodology. The 2020 annual total compensation for the Chief Executive Officer and our median employee were $7,402,139 and $66,372, respectively. The ratio of annual total compensation for our Chief Executive Officer to that of our median employee was 112 to 1.

In determining the median employee for 2020, we referred to our worldwide payroll rosters of employees on December 31, 2020, which included information on base wages, bonuses, and commissions. The payroll rosters totaled to 10,727 employees, consisting of 6,850 U.S. employees and 3,877 non-U.S. employees. In accordance with the “~~de minimis~~” exemption adjustment permitted under SEC rules, employees from the following countries, comprising less than 5% of the total population of employees, were excluded from the population based on management’s judgment: Austria (20 employees), Belgium (48 employees), India (67 employees), Singapore (29 employees), Sweden (39 employees), and Switzerland (10 employees). Before giving effect to such exemption, the total number of employees consisted of 6,850 U.S. employees and 4,085 non-U.S. employees. Foreign compensation was converted to U.S. dollars at the average exchange rate over the 12 month period. Compensation amounts for employees newly hired during 2020 were annualized based on actual pay in 2020.

In setting the Chief Executive Officer’s compensation for 2021, based on Mr. Lamneck’s outstanding performance and the Compensation Committee’s evaluation of the market data provided by the Compensation Consultant, the Compensation Committee approved an increase of approximately 2% in Mr. Lamneck’s base salary for 2021, increasing (i) his base salary to $1,020,000 and (ii) his target annual cash incentive award opportunity to $1,530,000 (150% of base salary). Also, as noted above, the dollar value of target equity-based compensation awards approved by the Compensation Committee for 2021 for Mr. Lamneck remained unchanged from the 2020 amount of $3,750,000. As a result, Mr. Lamneck’s target total direct compensation opportunity for 2021 iswas $6,300,000 (compared to $7,000,000 in 2020, which included a one-time cost synergy achievement bonus). Mr. Lamneck’s actual annual direct compensation earned for 2021 was 101% of the ~~one-time Cost Synergy Achievement Bonus)~~total target, or $6,632,047 (valuing his equity-based compensation at the grant date fair value, assuming target attainment).

~~Other Elements~~

In setting the Chief Executive Officer’s compensation for 2022, the Compensation Committee evaluated market data provided by the new Compensation Consultant and Ms. Mullen’s election as CEO, effective January 1, 2022. Accordingly, the Compensation Committee approved an increase of ~~Our 2020 Executive~~approximately 42% in Ms. Mullen’s base salary from 2021, setting (i) her base salary at $850,000 and (ii) her target annual cash incentive award opportunity to $1,275,000 (150% of base salary). Also, the dollar value of target equity-based compensation awards approved by the Compensation ~~Program~~

Committee for 2022 for Ms. Mullen increased to $2,500,000, up from $1,000,000 in the prior year. As a result, Ms. Mullen’s target total direct compensation opportunity for 2022 is $4,625,000 (compared to $3,200,000 in 2021).


Other Elements of Our Executive Compensation Program

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. 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.”

Our Named Executive Officers participate in benefit plans generally available to all of our teammates, including medical, health, life insurance and disability plans. Our Named Executive Officers other than ~~Mr. Ebermann~~Ms. de Sousa 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. ~~Mr. Ebermann~~Ms. de Sousa participates in the statutory ~~health insurance and~~ pension ~~plans~~plan available to other teammates in ~~Germany. Mr. Ebermann~~the United Kingdom. Ms. de Sousa also receives an automobile allowance and enhanced Company-paid insurance benefits in case of death or disability, which are benefits generally available to executives in EMEA. 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 relatively 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 ~~2020~~2021 are included in the Summary Compensation Table in this proxy statement and identified in the footnotes thereto.

					Board Committee Membership During 2020
Name	Age	Director Since	Primary Occupation	Independent	Audit	Compensation	Nominating & Governance
Kenneth T. Lamneck	66	2010	President and Chief Executive Officer, Insight Enterprises, Inc.
Timothy A. Crown	57	1994	Investor / Entrepreneur	✓
Richard E. Allen	64	2012	Investor	✓		×
Bruce W. Armstrong	59	2016	Operating Partner, Khosla Ventures	✓	×		×
Linda M. Breard	51	2018	Investor	✓	×	×
Catherine Courage	46	2016	Vice President, Experience for Ads and Commerce, Google, Inc.	✓		×	×
Anthony A. Ibargüen	62	2008	Chief Executive Officer, Quench USA, Inc.	✓	×
Kathleen S. Pushor	63	2005	Independent Consultant	✓			×
Girish Rishi	51	2017	Chief Executive Officer of Blue Yonder	✓	×	×


Named Executive Officer	2020 Base Salary			2021 Base Salary			Named Executive Officer	2021 Base Salary

Kenneth T. Lamneck	$	1,000,000		$	1,020,000		Kenneth T. Lamneck	$	1,020,000
Glynis A. Bryan	$	600,000		$	612,000		Glynis A. Bryan	$	612,000
Joyce Mullen	$	600,000	⁽¹⁾	$	600,000
Wolfgang Ebermann	$	616,774	⁽²⁾	$	—	⁽²⁾
Joyce A. Mullen							Joyce A. Mullen	$	600,000
Emma de Sousa							Emma de Sousa	$	550,340	(1)
Samuel C. Cowley	$	425,000		$	433,500		Samuel C. Cowley	$	433,500

Named Executive Officer	2020 Target				2021 Target

Kenneth T. Lamneck	$	3,750,000			$	3,750,000
Glynis A. Bryan	$	1,000,000			$	1,000,000
Joyce Mullen	$	—	⁽¹	⁾	$	1,000,000
Wolfgang Ebermann	$	650,000			$	—	⁽²	⁾
Samuel C. Cowley	$	600,000			$	600,000


Profitable Growth and Stockholder Value Creation
✓	✓	✓
Attract and Retain Talent. Executive compensation should be market-competitive in order to attract, retain and motivate talent with a performance- and service-driven mindset.	Pay for Performance. A significant percentage of an executive’s compensation should be at-risk and directly aligned with Company performance, with a balance between short-term and long-term incentives.	Align with Stockholder Interests. Executives’ interests should be aligned with stockholder interests through Insight equity ownership.


Peer Group Characteristics
✓			First, a smaller group of companies that we consider to be our primary competitors, particularly with respect to competition for talent, customers or suppliers (the “Technology Distribution Peer Companies”). The Technology Distribution Peer Companies, which comparison group was used to assess compensation levels for the Chief Executive Officer and Chief Financial Officer, includes publicly-traded technology distribution companies.
✓
✓			Second, a larger group of companies in the broader distribution business with comparable business and financial characteristics (the “Broad Industry Peer Group”). The Broad Industry Peer Group, which comparison group was used to assess compensation levels for the Chief Executive Officer, Chief Financial Officer and President, Insight North America, includes publicly-traded companies from the technology, technology distribution and broader distribution industries (e.g., food distribution, healthcare distribution, capital goods, etc.).
✓
✓			Third, a broad database to provide a reference point where the other groups might not provide adequate comparisons (the “Broad Market Database”). The Broad Market Database was used to assess compensation levels for all of the Company’s most senior executives, including the Company’s Named Executive Officers, and includes publicly-traded companies from a group of cross-industry companies (excluding companies from financial, insurance and energy industries).


Technology Distribution Peer Group
~~Anixter~~Avnet, Inc.		NCR Corporation
Belden Inc.		PC Connection, Inc.
CDW Corporation		Sanmina Corporation
CommScope Holding Co.		ScanSource, Inc.
ePlus Inc.		SYNNEX Corporation
Jabil Inc.		WESCO International, Inc.	~~ePlus~~
~~Avnet, Inc.~~	~~NCR Corporation~~
~~Belden, Inc.~~	~~Presidio, Inc.~~
~~CDW Corporation~~	~~ScanSource, Inc.~~
~~Connection~~	~~SYNNEX Corp.~~


Broad Industry Peer Group
Applied Industrial Technologies, Inc.			Performance Food Group Company
Diebold Nixdorf, Incorporated			Rush Enterprises, Inc.
Genuine Parts Company			SpartanNash Company
GMS Inc.			United Natural Foods, Inc.
Henry Schein, Inc.			Univar Solutions Inc.
MRC Global Inc.			Watsco, Inc.
MSC Industrial Direct Co., Inc.			W.W. Grainger, Inc.
Patterson Companies, Inc.


Technology Distribution Peer Group
Anixter International, Inc.			ePlus
Avnet, Inc.			NCR Corporation
Belden Inc.			Presidio, Inc.
CDW Corporation			ScanSource, Inc.
Connection			SYNNEX Corp.


Broad Industry Peer Group
~~Anixter International, Inc.~~		~~NCR Corporation~~
Applied Industrial ~~Tech.~~ Technologies, Inc.	~~Patterson Companies, Inc.~~
~~Avnet, Inc.~~	Performance Food Group Company
~~Belden, Inc.~~		~~Presidio, Inc.~~
BMC Stock Holdings	Rush Enterprises, Inc.
CACI International Inc.		Sanmina
~~CDW Corporation~~ Core-Mark Holding		~~ScanSource, Inc.~~ SpartanNash
~~Connection~~		~~SpartanNash~~
~~Core-Mark Holding~~	~~SYNNEX Corp.~~
Diebold Nixdorf	United Natural Foods
~~ePlus~~ GMS		Univar, Inc.
~~GMS~~ MRC Global		Watsco
~~MRC Global~~		~~WESCO~~
MSC Industrial Direct Co.	WESCO
Patterson Companies, Inc.



~~Kathleen S. Pushor, Chair~~
Richard E. Allen,	Chair
		Bruce W. Armstrong
		Linda M. Breard
		Catherine Courage
~~Girish Rishi~~		Anthony Ibargüen


						Committee Chair.


						Committee Chair.


Named Executive Officer	Year	Salary ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)		Named Executive Officer	Year		Salary ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)

Kenneth T. Lamneck,	2020		1,000,000		3,750,011		2,643,000		9,128		7,402,139	Kenneth T. Lamneck,	2021		1,020,000		3,750,037		1,862,010		6,278		6,638,325
President and Chief	2019		900,000		3,750,048		1,372,950		19,210		6,042,208	President and Chief	2020		1,000,000		3,750,011		2,643,000		9,128		7,402,139
Executive Officer(4)	2018		870,000		2,400,021		1,679,535		18,948		4,968,504	2019		900,000		3,750,048		1,372,950		19,210		6,042,208
Glynis A. Bryan,	2020		600,000		1,000,042		1,057,200		9,664		2,666,906	Glynis A. Bryan,	2021		612,000		1,500,102		744,804		6,814		2,863,720
Chief Financial Officer	2019		515,000		1,800,058		523,755		15,064		2,853,877	Chief Financial Officer	2020		600,000		1,000,042		1,057,200		9,664		2,666,906
	2018		500,000		800,019		643,500		15,064		1,958,583		2019		515,000		1,800,058		523,755		15,064		2,853,877
Joyce Mullen, President,	2020		123,077		3,000,013		—		400,000		3,523,090
Insight North America⁽⁴⁾
Wolfgang Ebermann,	2020		616,774		650,057		525,041		29,849		1,821,721
Former President,	2019		632,859		1,605,081		474,798		29,402		2,742,140
Insight EMEA⁽⁵⁾	2018		632,997		550,024		565,104		28,430		1,776,555
Joyce A. Mullen,												Joyce A. Mullen,	2021		600,000		2,000,121		676,800		7,525		3,284,446
President, Insight												President, Insight	2020		123,077		3,000,013		—		400,000		3,523,090
North America(5)												North America(5)	2019		—		—		—		—		—
Emma de Sousa,												Emma de Sousa,	2021		550,340		350,075		400,587		11,670		1,312,672
President,												President,	2020		—		—		—		—		—
Insight EMEA(6)												Insight EMEA(6)	2019		—		—		—		—		—
Samuel C. Cowley,	2020		425,000		700,039		486,753		129,919		1,741,711	Samuel C. Cowley,	2021		433,400		600,033		342,920		12,507		1,388,860
Senior Vice President,	2019		400,000		700,058		244,080		15,382		1,359,520	Senior Vice President,	2020		425,000		700,039		486,753		129,919		1,741,711
General Counsel and Secretary	2018		400,000		400,027		308,880		15,232		1,124,139	General Counsel and Secretary	2019		400,000		700,058		244,080		15,382		1,359,520

~~(4)~~	~~Ms. Mullen joined the Company effective October 26, 2020.~~
2021 Grants of Plan-Based Awards Table


			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock (#)	Grant Date Fair Value of Stock Awards ($)(3)
Name	Grant Date	Approval Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Kenneth T. Lamneck(4)			530,145	2,250,000	4,500,000	—	—	—	—	—
	2/20/2021	2/10/2021	—	—	—	6,732	26,924	53,848	—	2,250,039
	2/20/2021	2/10/2021	—	—	—	—	—	—	17,949	1,499,998
Glynis A. Bryan			212,058	600,000	1,200,000	—	—	—	—	—
	2/20/2021	2/10/2021	—	—	—	1,795	7,180	14,360	—	600,033
	2/20/2021	2/10/2021	—	—	—	—	—	—	4,787	400,050
	11/10/2021	10/29/2021	—	—	—	—	—	—	4,773	500,019
Joyce A. Mullen(5)			207,900	600,000	1,200,000	—	—	—	—	—
	2/20/2021	2/10/2021	—	—	—	1,795	7,180	14,360	—	600,033
	2/20/2021	2/10/2021	—	—	—	—	—	—	4,787	400,050
	11/10/2021	10/29/2021	—	—	—	—	—	—	9,546	1,000,039
Emma de Sousa(6)			138,653	326,040	652,080	—	—	—	—	—
	2/20/2021	2/10/2021	—	—	—	629	2,513	5,026	—	210,011
	2/20/2021	2/10/2021	—	—	—	—	—	—	1,676	140,063
Samuel C. Cowley			97,635	360,000	720,000	—	—	—	—	—
	2/20/2020	2/17/2020	—	—	—	1,077	4,308	8,616	—	360,020
	2/20/2020	2/17/2020	—	—	—	—	—	—	2,872	240,013

~~(1)~~	Represents awards under the 2020 cash incentive plan discussed under the heading “2020 Cash Incentive Plan” of the CD&A section in this proxy statement. Threshold represents the amount that would have been payable had the minimum level of achievement for each defined performance measure been achieved. It is possible for the award to be zero if performance falls below the threshold levels. The maximum estimated future payouts under non-equity incentive plan awards was computed as 200% of the target cash incentive compensation component that was based exclusively on the specific financial objectives for each Named Executive Officer. Actual amounts are reflected in the Summary Compensation
2021 Outstanding Equity Awards at Fiscal Year-End Table ~~in the Non-Equity Incentive Plan Compensation column, and there are no future payouts related to these awards.~~


	Stock Awards					Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)(1)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)		Name	Number of Shares or Units of Stock That Have Not Vested (#)(1)	Market Value of Shares or Units of Stock That Have Not Vested ($)(2)

Kenneth T. Lamneck		163,807		12,464,075	Kenneth T. Lamneck	125,254	13,352,076
Glynis A. Bryan		57,449		4,371,294	Glynis A. Bryan	45,920	4,895,072
Joyce Mullen		43,815		3,333,883
Wolfgang Ebermann		43,709		3,325,818
Joyce A. Mullen					Joyce A. Mullen	49,826	5,311,398
Emma de Sousa					Emma de Sousa	8,668	924,009
Samuel C. Cowley		30,844		2,346,920	Samuel C. Cowley	20,757	2,212,696


Name	February 20, 2021		September 10, 2021		February 20, 2022		February 20, 2023		February 20, 2024		Name	February 20, 2022	November 10, 2022	December 10, 2022	February 20, 2023	November 10, 2023	February 20, 2024	November 10, 2024	February 20, 2025	November 10, 2025

Kenneth T. Lamneck		80,061				48,601		28,782		6,363	Kenneth T. Lamneck	60,942	—	—	41,122	—	18,703	—	4,487	—
Glynis A. Bryan		27,372				16,711		11,669		1,697	Glynis A. Bryan	20,003	1,194	—	14,960	1,193	4,988	1,193	1,196	1,193
Joyce Mullen		14,605				14,605		14,605
Wolfgang Ebermann		20,447				12,908		9,251		1,103
Joyce A. Mullen											Joyce A. Mullen	3,292	16,992	—	3,291	16,992	3,291	2,386	1,196	2,386
Emma de Sousa											Emma de Sousa	3,643	—	—	2,819	—	1,787	—	419	—
Samuel C. Cowley		12,675		4,055		8,665		4,431		1,018	Samuel C. Cowley	9,275	—	1,365	6,406	—	2,993	—	718	—

	~~(2)~~	~~Represents the value based upon the number of shares awarded multiplied by the closing price on December 31, 2020 of $76.09 per share.~~
2021 Stock Vested Table

	~~(1)~~	~~During 2020, the stock awards (all RSUs) that vested for the Named~~
2021 Chief Executive Officers in the United States were net-share settled such that the Company withheld shares with value equivalent to the Named Executive Officer’s minimum statutory tax obligation for the applicable income and other employment taxes and remitted cash to the appropriate taxing authorities. The amounts in the table represent the gross number of shares and value realized on vesting for each of the Named Executive Officers. The net number of shares acquired by Mr. Lamneck, Ms. Bryan, and Mr. Cowley on vesting was 44,431, 17,749, and 8,331, respectively. Mr. Ebermann’s awards were not net-share settled. Officer Pay Ratio

Triggering Event	Severance		Equity-Based Compensation Awards (1)		Benefits		Total

Termination Without Cause or for Good Reason as defined in the employment agreement	$	1,800,000	$	—	$	—	$	1,800,000
Change in Control – Involuntary Termination		1,800,000		10,703,352		—		12,503,352
Change in Control – Without Termination		—		10,703,352		—		10,703,352
Death		—		6,091,841		—		6,091,841

~~Plan Category~~	~~Number of~~ ~~Securities to be~~ ~~Issued upon~~ ~~Exercise of~~ ~~Outstanding~~ ~~Options, Warrants~~ ~~and Rights~~ ~~(a)~~		~~Weighted~~ ~~Average Exercise~~ ~~Price of~~ ~~Outstanding~~ ~~Options,~~ ~~Warrants and~~ ~~Rights~~ ~~(b)~~		~~Number of Securities~~ ~~Remaining Available for~~ ~~Future Issuance under~~ ~~Equity Compensation~~ ~~Plans (Excluding~~ ~~Securities Reflected~~ ~~in Column (a))~~ ~~(c)~~

~~Equity compensation plans~~ ~~approved by security holders~~	~~863,718~~⁽¹⁾			—	~~2,491,000~~⁽²⁾
~~Equity compensation plans not~~ ~~approved by security holders~~		—		—		—
~~Total~~	~~863,718~~⁽³⁾			—	~~2,491,000~~⁽³⁾



			Linda M. Breard, Chair
			Richard E. Allen ~~Chair~~
~~Bruce W. Armstrong~~			Catherine Courage
~~Linda M. Breard~~			Kathleen S. Pushor
~~Anthony A.~~ ~~Ibargüen~~
Girish Rishi

	Years Ended December 31
KPMG Fees		2020		2019		KPMG Fees	Years Ended December 31
						KPMG Fees
KPMG Fees						KPMG Fees	2021		2020
KPMG Fees		$	3,022,000	$	3,725,000	KPMG Fees	$	3,650,000	$	3,022,000
Audit-related fees		$	190,000	$	99,000	Audit-related fees	$	—	$	190,000
Tax fees		$	25,000	$	150,000	Tax fees	$	18,000	$	25,000
All other fees		$	13,000	$	—	All other fees	$	52,000	$	13,000
Total fees		$	3,250,000	$	3,974,000	Total fees	$	3,720,000	$	3,250,000


What if I do not vote or do not indicate how my shares should be voted on my proxy card?


What if my shares of the Company’s common stock are held for me by a broker?


How can I change my votes or revoke my proxy after I have voted?


How many votes are required to approve each matter to be considered at the Annual Meeting?


	By Order of the Board of Directors,


	Samuel C. Cowley
	Senior Vice President, General Counsel	and Secretary
	~~and Secretary~~
April 5, 2022


		Years Ended December 31,										Years Ended December 31,
		2020			2019			2018				2021		2020		2019
Non-GAAP Adjusted Consolidated EFO:	Non-GAAP Adjusted Consolidated EFO:										Non-GAAP Adjusted Consolidated EFO:

GAAP consolidated EFO		$	271.6		$	240.6		$	233.5		GAAP consolidated EFO	$	332.1	$	271.6	$	240.6
Amortization of intangible assets			37.5			23.0			-		Amortization of intangible assets	32.0		37.5		23.0
Other			13.3			18.2			3.7		Other	(1.6)		13.3		18.2
Non-GAAP Adjusted consolidated EFO		$	322.4		$	281.8		$	237.2		Non-GAAP Adjusted consolidated EFO	$	362.5	$	322.4	$	281.8


Non-GAAP Adjusted Consolidated Diluted EPS:	Non-GAAP Adjusted Consolidated Diluted EPS:										Non-GAAP Adjusted Consolidated Diluted EPS:

GAAP consolidated diluted EPS		$	4.87		$	4.43		$	4.55		GAAP consolidated diluted EPS	$	5.95	$	4.87	$	4.43
Amortization of intangible assets			1.06			0.64			0.43		Amortization of intangible assets	0.87		1.06		0.64
Amortization of debt discount and issuance costs			0.33			0.12			-		Amortization of debt discount and issuance costs	0.33		0.33		0.12
Other			0.37			0.51			0.10		Other	(0.04)		0.37		0.51
Income taxes on non-GAAP adjustments			(0.44	)		(0.28	)		(0.13	)	Income taxes on non-GAAP adjustments	(0.28)		(0.44)		(0.28)
Impact of benefit from note hedge											Impact of benefit from note hedge	0.27		—		—
Non-GAAP Adjusted consolidated diluted EPS		$	6.19		$	5.42		$	4.95		Non-GAAP Adjusted consolidated diluted EPS	$	7.10	$	6.19	$	5.42


Non-GAAP Adjusted INA EFO:	Non-GAAP Adjusted INA EFO:										Non-GAAP Adjusted INA EFO:

GAAP EFO for North America Segment		$	219.2		$	190.5		$	185.7		GAAP EFO for North America Segment	$	268.8	$	219.2	$	190.5
Amortization of intangible assets			35.0			21.7			-		Amortization of intangible assets	29.6		35.0		21.7
Other			9.9			17.8			1.9		Other	(3.1)		9.9		17.8
Non-GAAP Adjusted EFO for North America Segment			264.1			230.0			187.6		Non-GAAP Adjusted EFO for North America Segment	295.3		264.1		230.0


Non-GAAP Adjusted EMEA EFO:	Non-GAAP Adjusted EMEA EFO:										Non-GAAP Adjusted EMEA EFO:

GAAP EFO for EMEA Segment		$	40.4		$	39.8		$	37.3		GAAP EFO for EMEA Segment	$	46.9	$	40.4	$	39.8
Amortization of intangible assets			2.1			0.8			-		Amortization of intangible assets	2.0		2.1		0.8
Other			3.1			0.4			1.7		Other	1.3		3.1		0.4
Non-GAAP Adjusted EFO for EMEA Segment		$	45.6		$	41.0		$	39.0		Non-GAAP Adjusted EFO for EMEA Segment	$	50.2	$	45.6	$	41.0


*			Assumed tax rate of 26.0% for 2021 and 2020, and 27.5% for 2019 ~~and 2018~~ (consistent with the compensation plan; there is no impact to actual attainment)
**			Average of previous five quarters, excluding the impact of the cumulative effect of a change in accounting principle on retained earnings
***			Computed as GAAP consolidated EFO, net of tax of $86.3 million, $70.6 ~~million~~, ~~$66.2~~ million, and ~~$64.2~~$66.2 million for the twelve months ended December 31, 2021, 2020 ~~2019~~ and ~~2018,~~2019, respectively, divided by invested capital
****			Computed as non-GAAP Adjusted consolidated EFO, net of tax divided by invested capital

~~Constant Currency~~
Constant Currency
In addition, the Company refers to changes in financial results in constant currency. Such year over year comparisons of financial results exclude the effects of fluctuating foreign currency exchange rates. In computing these changes and percentages, the Company compares the current year amount as translated into U.S. dollars under the applicable accounting standards to the prior year amount in local currency translated into U.S. dollars utilizing the weighted average translation rate for the current period.

April ~~6, 2021~~
5, 2022

By Order of the Board of Directors,

Samuel C. Cowley

Senior Vice President, General Counsel and Secretary