Anthony Foxx
Director at CDW
Board
About Anthony R. Foxx
Anthony R. Foxx (age 53) is an independent director of CDW, serving since 2021. He is the Emma Bloomberg Professor of Practice of Public Leadership and Director of the Center for Public Leadership at Harvard Kennedy School, and formerly served as the 17th U.S. Secretary of Transportation (2013–2017). At CDW, he is a member of the Compensation Committee and the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Kennedy School | Emma Bloomberg Professor of Practice; Director, Center for Public Leadership | Current | Academic leadership in public policy |
| U.S. Department of Transportation | 17th U.S. Secretary of Transportation | Jul 2013–Jan 2017 | Led national transportation policy |
| Lyft, Inc. | Chief Policy Officer; Senior Advisor to CEO | Oct 2018–Jan 2022; advisor through 2022 | Policy, regulatory strategy |
| Related Companies (Related Infrastructure) | Managing Partner | Dec 2017–Oct 2018 | Infrastructure development leadership |
| City of Charlotte | Mayor | 2009–2013 | City executive leadership |
| City of Charlotte | City Council (at-large) | 2005–2009 | Municipal governance |
| Legal roles (public/private) | Various legal positions | — | Legal and regulatory expertise |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Martin Marietta Materials, Inc. | Director (public company) | Current |
| NXP Semiconductors N.V. | Director (public company) | Current |
| Shelter Acquisition Corporation I | Former Director | Prior 5 years |
| AutoTech Ventures | Advisory Board | Current |
| The Volcker Alliance | Director | Current |
| Davidson College | Chair, Board of Trustees | Current |
Board Governance
- Independence: Independent; 10 of 11 directors are independent; committees (Audit, Compensation, Nominating & Corporate Governance) are 100% independent .
- Committees: Compensation Committee (member); Nominating & Corporate Governance Committee (member). Compensation Committee held 4 meetings in 2024; Nominating & Corporate Governance held 4 meetings in 2024; all members independent .
- Board activity and attendance: Board held 6 meetings in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Leadership and oversight: Lead Independent Director is James A. Bell; responsibilities include presiding over executive sessions, agenda input, and stockholder communications . The Board oversees strategy, risk (via ERM led by Audit Committee), business resiliency, and human capital management .
- Governance policies: 15-year director term limit; majority vote with resignation policy; proxy access; special meeting rights; restrictions on other board service (non-executive public company directors may serve on up to 4 boards including CDW) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash | $112,500 | Anthony R. Foxx 2024 director cash fees |
| Committee Chair Cash Retainers (program) | Audit Chair $20,000; Compensation Chair $20,000; Nominating & Corporate Governance Chair $15,000 | Program-level; Foxx is not a chair |
| Lead Independent Director Equity Award (program) | $35,000 | Program-level; not applicable to Foxx |
- Directors may defer cash retainers under the CDW Director Deferred Compensation Plan .
Performance Compensation
| Element | Detail | Vesting/Terms |
|---|---|---|
| 2024 Stock Awards (RSUs) | $177,482 grant date fair value | Annual director RSUs vest on first anniversary of grant; settlement may be deferred in 5-year increments |
- No performance metrics apply to director equity (RSUs are time-based); the director program does not include options or PSUs for non-employee directors in 2024 disclosures .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Martin Marietta Materials, Inc.; NXP Semiconductors N.V. |
| Interlocks | CDW discloses no compensation committee interlocks for 2024; Foxx was a Compensation Committee member and no interlocks were required to be disclosed |
| Restrictions on board service | CDW restricts directors’ public company board count (non-executive directors may serve on up to 4 public boards including CDW); policy monitored by Nominating & Corporate Governance Committee |
Expertise & Qualifications
- Senior leadership; public company board service; technology innovation; finance, accounting & risk management; people and culture; government and regulatory (per skills matrix) .
- Biography highlights extensive public sector leadership and private-sector policy roles aligned to regulatory and technology domains .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Aggregate Number of Shares Beneficially Owned | 3,889 | Includes RSUs currently vested or vesting within 60 days of March 1, 2025; <1% of outstanding shares |
| RSUs Outstanding (#) | 3,889 | Includes deferred RSUs and dividend equivalent RSUs |
| Ownership Guidelines (Directors) | 5x annual cash retainer | All non-employee directors were in compliance as of record date |
| Hedging/Pledging/Short Sales | Prohibited | Insider Trading Policy prohibits hedging, short sales, and pledging of Company securities |
Governance Assessment
- Board effectiveness: Foxx’s committee roles (Compensation; Nominating & Corporate Governance) align with his government, policy, and leadership background; both committees are fully independent with disclosed mandates and meeting frequencies (4 each in 2024), supporting strong oversight of pay, governance, succession, and resiliency .
- Independence and attendance: Independent status, documented Board and committee participation thresholds, and annual meeting attendance support engagement; Lead Independent Director structure enhances independent oversight .
- Alignment: Director pay mix combines cash retainer and time-based RSUs; stock ownership guidelines (5x cash retainer) and compliance status reinforce alignment; prohibitions on hedging/pledging mitigate misalignment risk .
- Conflicts/related-party exposure: Company procedures require Audit Committee review/approval of related person transactions; 2024 disclosures report only one related-person coworker transaction (not involving directors). No compensation committee interlocks disclosed for 2024; no Foxx-specific related transactions disclosed .
- Policies and refreshment: Majority vote with resignation policy, proxy access, term limits, and limits on outside board service bolster accountability and reduce entrenchment risk .
- Shareholder signals: Say-on-pay support remained strong (≈91% approval in 2024), indicative of investor confidence in compensation governance; while focused on executive pay, it informs the governance environment in which Foxx serves .
RED FLAGS: None disclosed specific to Foxx (no related-party transactions, no interlocks, compliance with ownership guidelines). Monitoring recommended for outside board commitments and any future vendor/customer overlaps given NXP’s industry adjacency, though no conflicts are disclosed in CDW’s proxy .