Donna Zarcone
Director at CDW
Board
About Donna F. Zarcone
Independent director at CDW since 2011; age 67. Former President & CEO of The Economic Club of Chicago (Feb 2012–Jul 2020; interim Oct 2011–Feb 2012). Certified Public Accountant with a Certificate in Cybersecurity Oversight from Carnegie Mellon University and NACD Directorship Certification. Current CDW committee assignments: Audit; Nominating & Corporate Governance. Other current public board: The Cigna Corporation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Economic Club of Chicago | President & CEO; Interim President | Feb 2012–Jul 2020; Oct 2011–Feb 2012 | Led civic/business leadership organization |
| D.F. Zarcone & Associates LLC | President & CEO (founder) | Jan 2007–Feb 2012 | Strategy advisory firm founder |
| Harley-Davidson Financial Services, Inc. | President & COO; VP & CFO | President & COO 1998–2006; VP & CFO 1994–1998 | Ran finance/operations for HDFS |
| Chrysler Systems Leasing, Inc. | EVP, CFO & Treasurer | 1982–1994 | Senior finance leadership |
| KPMG/Peat Marwick | Various management roles | 1979–1982 | Public accounting experience (CPA) |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| The Cigna Corporation | Director | Public | Current public company board |
| Quinnox Inc. | Director | Private | Technology services firm board |
| Duchossois Capital Management | Board of Managers | Private | Family investment office |
| Halstatt | Director | Private | Investment firm board |
| Univ. of Chicago Polsky Center | Advisory Board | Non-profit/Academic | Entrepreneurship & innovation advisory |
| Smithsonian Institution | National Board Vice-Chair | Non-profit | National cultural institution leadership |
Board Governance
- Independence: CDW’s Board is majority independent; all directors other than the Chair/CEO are independent. Zarcone is independent.
- Committees: Serves on Audit and Nominating & Corporate Governance; all Audit members are “financial experts” under SEC rules; Audit held 9 meetings in 2024; Nominating & Corporate Governance held 4.
- Attendance: In 2024, each director attended at least 75% of aggregate Board/committee meetings on which they served; all directors attended the 2024 Annual Meeting.
- Lead Independent Director & executive sessions: CDW has a Lead Independent Director; independent directors meet in executive session regularly.
- Tenure policy: CDW has a 15-year Board term limit absent special circumstances; Zarcone has served since 2011.
- Related-party oversight: Audit Committee pre-approves related person transactions under written procedures; no transactions disclosed involving Zarcone.
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 112,500 | 177,482 (RSUs grant-date fair value) | 289,982 |
- Director program elements: Annual committee chair retainers ($20k Audit, $20k Compensation, $15k Nominating & Corporate Governance); annual RSU grant; additional $35k RSU for Lead Independent Director; cash paid quarterly; RSUs vest on first anniversary; settlement may be deferred in 5-year increments.
Performance Compensation
CDW does not use performance-based equity (e.g., PSUs) for non-employee directors. Annual director RSUs vest time-based; no annual cash bonus metrics apply to directors.
Other Directorships & Interlocks
- Current public board: The Cigna Corporation. No CDW-disclosed related party transactions with Cigna.
- CDW restricts outside public boards to 2 (if an active public-company executive) or 4 (if not), supporting capacity and independence; Zarcone is not listed as an active public-company executive.
Expertise & Qualifications
- Finance/accounting: CPA; extensive CFO/treasurer background; Audit Committee financial expert designation applies to all Audit members.
- Cybersecurity oversight: Certificate in Cybersecurity Oversight (Carnegie Mellon University).
- Governance credentials: NACD Directorship Certification.
- Senior leadership and global experience: Senior roles in financial services and advisory; skill matrix attributes include Senior Leadership, Public Company Board Service, Global, Technology Innovation, Finance/Risk, People & Culture.
Equity Ownership
| As of | Aggregate Beneficial Ownership (shares) | % of Outstanding | RSUs Outstanding (#) | Notes |
|---|---|---|---|---|
| Mar 1, 2025 | 19,969 | <1% | 13,557 | Beneficial includes RSUs vested/vesting within 60 days; directors prohibited from hedging, short sales, or pledging CDW stock. |
- Director stock ownership guideline: Minimum holding equal to 5x the Board’s annual cash retainer; all non-employee directors were in compliance as of the record date.
Governance Assessment
- Strengths: Long-tenured independent director with deep finance background and recognized cybersecurity oversight credentials; Audit Committee service with “financial expert” status enhances financial reporting and cyber risk oversight. Attendance standards met; strong alignment via RSU holdings and compliance with stringent ownership and anti-hedging/pledging policies.
- Potential watch items: Approaching CDW’s 15-year term limit policy (service since 2011), which implies near-term board refresh considerations; monitor any evolving interlocks from Cigna or private boards though no related-party issues are disclosed.
- Overall signal: Governance posture supportive of investor confidence—independent, financially literate, engaged committee participant, and aligned through equity; no conflicts or red flags disclosed specific to Zarcone.