Christine Leahy
About Christine Leahy
Christine A. Leahy is Chair, President and Chief Executive Officer of CDW, serving as CEO since January 2019 and as Board Chair since January 2023; she previously held CRO, SVP-International, and Chief Legal Officer roles at CDW after a decade as a corporate partner at Sidley Austin LLP. CDW’s 2024 results: net sales $21.0B, GAAP diluted EPS $7.97 and non-GAAP diluted EPS $9.52; adjusted free cash flow was $1,079M and the pay-versus-performance table shows CDW TSR at 129.08 for a $100 investment from 2019–2024, with peer group TSR at 172.58 . Her age is 60 and she has served on CDW’s Board since 2019 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CDW | Chair, President & CEO | 2019–present | Overall strategy and execution; unified Chair/CEO role for streamlined oversight |
| CDW | Chief Revenue Officer | 2017–2018 | Led all customer-facing units; growth and sales execution across segments |
| CDW | SVP – International | 2016–2017 | Built international strategy; accountable for performance of international business |
| CDW | Chief Legal Officer/General Counsel & Corporate Secretary | 2002–2017 | Legal, compliance, governance foundation during growth phases |
| Sidley Austin LLP | Corporate Partner | 1991–2002 | Corporate transactions and advisory experience leveraged at CDW |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Target Corporation | Director | Current | Public company board perspective; retail customer insights |
| Brightpoint (Children’s Home & Aid) | Board of Trustees | Current | Community engagement and social impact |
| Northwestern Memorial Hospital | Director | Current | Health system governance; enterprise risk perspective |
| Junior Achievement of Chicago | Director | Current | Talent pipeline, education initiatives |
| The Economic Club of Chicago | Director | Current | Business leadership network and policy dialogue |
| Corporate Leadership Center | Director | Current | Executive development and leadership best practices |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $985,288 | $1,000,000 | $1,039,615 |
| Non-Equity Incentive (SMIP) ($) | $2,900,000 | $0 | $0 |
| All Other Compensation ($) | $193,713 | $20,377 | $11,782 |
| Total ($) | $11,115,822 | $9,020,376 | $10,051,578 |
Performance Compensation
Annual Cash Incentive (SMIP) – 2024 Design and Outcome
| Item | Detail |
|---|---|
| Metrics | Non-GAAP Operating Income; Market share governor (sales growth vs market) |
| Non-GAAP Op Income Target | $2,105.1M |
| Threshold / Max | $1,957.8M (93% attainment) / $2,315.6M (110%) |
| Payout Range | 0%–200%; governor reduces payouts if market share does not grow |
| 2024 Actual (SMIP basis) | $1,950.9M (below threshold) |
| CEO SMIP Target / Payout | $2,100,000 / $0 |
Long-Term Incentive Mix and Metrics (2024 grants)
| Component | Weight | Vesting | Metric(s) | Grant specifics (CEO) |
|---|---|---|---|---|
| PSUs | 60% | End of 2024–2026 period; 0%–200% payout with 25% threshold | Adjusted FCF (50%); Adjusted EPS (50%) | 21,846 target PSUs; threshold 5,462; max 43,692; grant date 3/6/2024; fair value $5,400,113 |
| Stock Options | 20% | 1/3 annually; 10-year term | Stock price appreciation | 23,444 options @ $247.19; grant date 3/6/2024; fair value $1,800,030 |
| RSUs | 20% | 1/3 annually | Stock price performance | 7,282 RSUs; grant date 3/6/2024; fair value $1,800,038 |
CDW increased PSU weighting to 60%, reduced options to 20%, and introduced RSUs at 20% to heighten performance linkage and retention versus 2023 .
Realized/vesting activity
| Metric | 2024 |
|---|---|
| Shares acquired on vesting (CEO) | 29,048; value $5,059,085 |
| Options exercised (CEO) | 0 |
| 2022 PSU cycle payout (2022–2024) | 140.71% of target; CEO earned 28,750 shares vs 20,432 target |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (CEO) | 612,189 shares (<1%) as of Mar 1, 2025; includes 481,112 options exercisable or within 60 days; 2,356 RSUs vesting within 60 days; 17,250 shares via family trust |
| Shares outstanding base | 132,509,805 (for ownership table) |
| Ownership guidelines | CEO: 6x salary; all continuing NEOs in compliance as of record date |
| Hedging/pledging | Prohibited; no margin or pledging; hedging/short sales banned |
| Vested vs unvested (CEO snapshot 12/31/24) | RSUs not vested: 7,069; PSUs unearned: 19,264 (2023–2025) and 22,101 (2024–2026) |
| Options outstanding (sample lots) | 23,444 @ $247.19 exp 3/6/2034; 41,064 unexercisable/20,531 exercisable @ $212.62 exp 2/15/2033; 54,758 exercisable/27,379 unexercisable @ $171.30 exp 2/24/2032 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Compensation Protection Agreement | Fixed 3-year term expiring Jan 1, 2026; extends upon potential/actual change-in-control; includes non-compete, non-solicit, confidentiality |
| Severance – Qualifying termination (no CIC) | 2x base + 2x SMIP (based on actual performance) paid over time; pro-rata SMIP; welfare benefits for 2 years; up to $30k outplacement; CEO cash severance calc shown below |
| Severance – Qualifying termination post-CIC | 2x base + 2x average SMIP for prior 3 years; welfare benefits; $30k outplacement; double-trigger equity vesting if not assumed or upon qualifying termination within 24 months |
| CEO cash severance estimates (12/31/24) | Absent CIC: $2,100,000; benefits $38,600; outplacement $30,000; total $2,168,600 |
| CEO total package post-CIC (12/31/24) | Cash $5,653,933; accelerated equity $8,504,458; benefits $38,600; outplacement $30,000; total $14,226,991 |
| Clawbacks | Dodd-Frank/Nasdaq-compliant recoupment for restatements; award-level clawbacks for restrictive covenant breaches |
| Medical plan access (retirement) | Continued access for CEO and spouse until Medicare eligibility at executive’s cost, subject to terms |
Board Governance
- Dual role: Leahy is combined Chair, President & CEO; Board employs a Lead Independent Director (James A. Bell) with robust responsibilities to mitigate independence concerns .
- Independence: 10 of 11 directors independent; all committees (Audit, Compensation, Nominating & Corporate Governance) 100% independent; term limit of 15 years .
- Committee roles: As CEO/Chair, Leahy is not on Board committees .
- Meeting attendance: Board met 6 times in 2024; each director attended ≥75% of aggregate meetings and attended the 2024 Annual Meeting .
- Director compensation: CEO receives no additional director compensation; non-employee directors receive cash retainers and annual RSUs with specified vesting .
Director Compensation (for context; CEO receives none)
| Element | Amount |
|---|---|
| Committee chair cash retainers | $20,000 (Audit Chair); $20,000 (Comp Chair); $15,000 (Nominating Chair) |
| Lead Independent Director equity | $35,000 RSUs (in addition to standard annual RSUs) |
| Annual RSUs | Standard director RSUs vest on first anniversary; deferral options available |
Company Performance Context
| Metric | 2023 | 2024 |
|---|---|---|
| Net Sales ($B) | — | $21.0; down 1.8% YoY |
| GAAP Diluted EPS | $8.10 | $7.97 |
| Non-GAAP Diluted EPS | $9.88 | $9.52 |
| Non-GAAP Operating Income ($B) | $2.039 | $1.947 |
| Adjusted Free Cash Flow ($B) | $1.427 | $1.079 |
| Pay-Versus-Performance TSR (value of $100) | $166.67 | $129.08 |
Say-on-pay support remained strong at ~91% in 2024; average since IPO ~96% .
Compensation Structure Analysis
- Shift toward performance-based equity: PSU weighting increased to 60% in 2024; options reduced to 20%; RSUs introduced at 20% to balance retention and market trends (lower option usage) .
- Strong at-risk mix: ~91% of CEO’s target 2024 compensation was variable/performance-based .
- SMIP discipline: 2024 SMIP paid 0% due to below-threshold non-GAAP operating income, despite market share governor framework—demonstrates pay-for-performance rigor .
- No tax gross-ups or option repricing; double-trigger CIC vesting; robust clawbacks and ownership guidelines (6x salary for CEO) .
Vesting Schedules and Potential Insider Selling Pressure
- RSUs/PSUs dividend equivalents accrue; RSUs vest 1/3 annually; PSUs settle at end of cycle; options vest 1/3 annually; CEO had share vestings in 2024 worth $5.06M and no option exercises, suggesting limited near-term selling pressure beyond tax withholding .
- Retirement eligibility triggers RSU acceleration for tax withholding; ongoing vesting contingent on covenant compliance .
Compensation Peer Group (2024 decisions)
Accenture; Arrow; Avnet; Best Buy; CGI; Cognizant; DXC; Flex; Genuine Parts; Henry Schein; HPE; Insight Enterprises; Jabil; LKQ; TD SYNNEX; W.W. Grainger; WESCO; revised for 2025 (remove DXC, Best Buy; add IBM) .
Risk Indicators & Red Flags
- Dual Chair/CEO: mitigated by Lead Independent Director and independent committees; still a governance consideration for some investors .
- Hedging/pledging prohibited; no 280G tax gross-ups; no option repricing; strong say-on-pay; related party transactions limited, with Audit Committee oversight .
- Section 16 compliance largely on time; one late Form 4 for another executive—not involving CEO .
Equity Ownership Detail (CEO options snapshot)
| Lot | Status | Exercise Price | Expiration |
|---|---|---|---|
| 23,444 (3/6/24) | Unexercisable | $247.19 | 3/6/2034 |
| 41,064 unexercisable / 20,531 exercisable (2/15/23) | Mixed | $212.62 | 2/15/2033 |
| 27,379 unexercisable / 54,758 exercisable (2/24/22) | Mixed | $171.30 | 2/24/2032 |
Board Service History and Independence Implications
- Board service at CDW since 2019; Chair since 2023; Lead Independent Director role active; 91% independent board; rigorous governance practices including majority vote standard, proxy access, special meeting rights (25% threshold), and term limits .
- CEO receives no director fees and does not serve on committees; independence concerns of combined roles addressed through structured oversight, executive sessions, and defined Lead Director responsibilities .
Investment Implications
- Strong alignment: High at-risk pay, rigorous SMIP thresholds, increased PSU weighting, and clawbacks suggest robust pay-for-performance culture; ownership guidelines and no pledging further align interests .
- Limited near-term selling pressure: 2024 shows vestings without option exercises; RSU/PSU schedules staggered with covenant conditions; watch year-end PSU settlements and tax-related withholdings .
- Change-in-control economics: Double-trigger vesting and ~ $14.2M total CEO package post-CIC imply tangible costs in a sale scenario; but absence of tax gross-ups and standard severance multiples temper concerns .
- Governance trade-off: Combined Chair/CEO structure can raise independence questions, but CDW’s Lead Independent Director role, independent committees, and strong shareholder rights (proxy access, special meetings) mitigate .
- Execution track record: Despite 2024 softness (no SMIP payout), long-term PSU cycles (2022–2024) paid above target (140.71%), and multi-year TSR aligns CEO “Compensation Actually Paid” with stock performance—supporting continued confidence in management discipline .