David Nelms
Director at CDW
Board
About David W. Nelms
David W. Nelms (age 64) is an independent director of CDW, serving since 2014. He previously served as Lead Independent Director (Jan 2019–Dec 2019 and Jan 2023–Mar 2025) and as Non‑Executive Chair (Jan 2020–Dec 2022). He is the former Chairman and CEO of Discover Financial Services, with earlier senior roles at MBNA, Progressive Insurance, and Bain & Company, bringing deep financial services, operating, and governance expertise to CDW’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Discover Financial Services | Chairman & Chief Executive Officer; Executive Chairman (2018); Advisor (to Mar 2019) | CEO 2004–2018; Chairman 2009–2018 | Led Discover’s strategy and operations; multi‑cycle financial leadership |
| MBNA America Bank | Vice Chairman (most recent) | 1991–1998 | Credit and consumer finance operating leadership |
| Progressive Insurance | Senior Product Manager | 1990–1991 | Product/marketing leadership |
| Bain & Company | Management Consultant | 1986–1990 | Strategy and performance improvement |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| University of Florida Foundation | Executive Board | Current | Non‑profit board leadership |
| Conserving Carolina | Board of Directors | Current | Conservation non‑profit |
| JDRF T1D Fund | Board of Directors | Current | Venture philanthropy for type 1 diabetes |
| Other public company boards | — | None | No current public company directorships |
Board Governance
- Committee assignments and chair roles: Nelms chairs the Nominating & Corporate Governance Committee (NCG). The NCG’s remit includes director nomination, board organization and evaluation, monitoring outside commitments, governance guidelines, director compensation, CEO performance goals and review, business resiliency oversight, executive succession planning, and stockholder proposal review; all NCG members are independent .
- Independence and leadership: CDW’s board is majority independent; all directors except the Chair/CEO are independent. Nelms is independent; the current Lead Independent Director is James A. Bell (appointed March 2025). Nelms previously served as Lead Independent Director (2019; 2023–Mar 2025) and as Non‑Executive Chair (2020–2022) .
- Attendance and engagement: In 2024 the board held six meetings; each director attended at least 75% of the aggregate of board and applicable committee meetings, and each director attended the 2024 Annual Meeting of Stockholders .
- Committee activity level: In 2024 the NCG Committee met four times (Audit 9; Compensation 4) .
- Board refreshment: CDW has a 15‑year term limit policy (no renomination after 15 years absent special circumstances); Nelms’ service began in 2014 and therefore remains within policy limits .
- Shareholder rights and feedback: 2025 Say‑on‑Pay received 105,709,256 votes “For” vs. 10,154,545 “Against”; a stockholder proposal to permit action by written consent passed (59,071,051 “For” vs. 56,860,442 “Against”) .
- Hedging/pledging prohibitions: CDW prohibits hedging, short sales, and pledging/margin of company stock by directors and officers, reinforcing alignment and risk controls .
Fixed Compensation (Director)
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Nelms) | $127,500 | 2024 director cash compensation for Nelms |
| Committee Chair Retainers (Program) | NCG Chair: $15,000; Audit Chair: $20,000; Compensation Chair: $20,000 | Program structure for chair roles; paid quarterly, pro‑rated as applicable |
| Meeting Fees | Not disclosed | No per‑meeting fees disclosed in program |
| Deferred Compensation | Available via Director Deferred Compensation Plan (notional investment choices) | Optional deferral of cash retainers |
Performance Compensation (Director)
| Component | 2024 Amount/Policy | Vesting/Terms |
|---|---|---|
| Stock Awards (RSUs) – Nelms | $212,583 | Grant date fair value in 2024 |
| Annual Board RSU Award (Program) | Target value (not specified in program table); vests on 1‑year anniversary | Settlement upon vesting, subject to deferral option |
| Lead Independent Director Equity Award (Program) | $35,000 | Annual LID RSU grant; vests pro‑rata if LID service ends |
| Vesting Mechanics | Annual RSUs vest on first anniversary; pro‑rated treatment on transitions | RSU deferral available in 5‑year increments |
Note: Nelms served as Lead Independent Director in 2024; the program provides a $35,000 LID equity award, which helps explain his higher 2024 stock award versus most peers ($212,583 vs. $177,482 for many directors) .
Performance Metric Design (Directors)
- Director equity is time‑based RSUs; no performance metrics are applied to director equity. Director compensation governance (including use of independent consultant and market benchmarking) is overseen by the NCG Committee .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | Company disclosed no compensation committee interlocks for 2024 |
| Potential interlocks with customers/suppliers/competitors | None disclosed for Nelms |
Expertise & Qualifications
- Skills matrix: Board identifies Nelms with senior leadership, public company board service, global, technology innovation, finance/accounting/risk management, people & culture, and government/regulatory experience .
- Biography highlights: Former Chairman/CEO of Discover; senior leadership roles at MBNA; strategy/operating background from Progressive and Bain .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Composition / Notes |
|---|---|---|---|
| David W. Nelms | 28,702 | <0.1% | Includes 28,702 RSUs currently vested or vesting within 60 days of Mar 1, 2025; percent based on 132,509,805 shares outstanding (Mar 1, 2025) |
| Director Stock Ownership Guideline | 5x annual cash retainer | All non‑employee directors were in compliance as of record date |
- Pledging/hedging: Prohibited for directors (material alignment safeguard) .
- Section 16 compliance: Company reported full compliance in 2024 except one late Form 4 for a different individual (no issue noted for Nelms) .
Governance Assessment
-
Strengths
- Independent long‑tenured director with prior Lead Independent Director and Non‑Executive Chair experience, now chairing the NCG Committee that oversees director compensation, CEO performance review, succession, and resiliency programs — all core governance levers .
- No other public company boards, limiting interlock risk and potential conflicts; no related‑party transactions involving Nelms disclosed .
- Robust alignment policies: director equity ownership guidelines (5x retainer) with full compliance; prohibition on hedging/shorting/pledging .
- Board‑level engagement/attendance met expectations (≥75% for each director in 2024) and direct participation in annual meeting .
- Shareholder feedback signal: strong Say‑on‑Pay support persisted (2025 “For” votes 105.7M), suggesting overall investor confidence in pay and governance frameworks .
-
Watch items
- Tenure and refresh: With a 15‑year term limit, ongoing assessment of board refreshment is expected (Nelms’ service began in 2014; policy aims to prevent over‑tenure) .
- Ownership scale: Beneficial ownership is modest in percentage terms, but policy compliance and RSU‑based alignment mitigate concerns .
-
RED FLAGS
- None identified in disclosures regarding attendance, related‑party transactions, hedging/pledging, or interlocks specific to Nelms .
Overall signal: Nelms’ role as NCG Chair, prior independent leadership positions (LID, Non‑Executive Chair), and absence of conflicts support board effectiveness and investor confidence. Continued adherence to refreshment policy and alignment practices remain key to sustaining governance quality .