Elizabeth Connelly
Chief Commercial Officer and Executive Vice President at CDW
Executive
About Elizabeth Connelly
Elizabeth H. “Liz” Connelly is Chief Commercial Officer (CCO) and Executive Vice President at CDW, responsible for U.S. sales, sales enablement, integrated technology solutions, and digital velocity; she assumed the CCO role in October 2024 after joining CDW in 2018 and serving in multiple senior operating roles (SVP Vertical Markets; SVP Healthcare; CHRO) . She brings 30+ years of experience from J.P. Morgan (Head of Healthcare, Higher Education & Not‑for‑Profit Commercial Banking) and Bank One (capital markets and private wealth leadership), holds a B.S. in Foreign Service from Georgetown University and an MBA from Northwestern’s Kellogg School of Management, and was age 60 as of 2025 per contemporaneous public disclosures . CDW’s executive pay design prioritizes adjusted EPS, adjusted FCF, non‑GAAP operating income, and stock price/TSR alignment; 2024 proved challenging (zero SMIP payout for NEOs) amid flat to lower non‑GAAP earnings, while CDW maintained long‑term PSU goals tied to adjusted EPS/FCF .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CDW | Chief Commercial Officer & EVP (U.S. sales, enablement, ITS, digital) | 2024–present | Drives commercial execution, solution mix, and digital velocity across U.S. sales motions |
| CDW | SVP, Vertical Markets; SVP, Healthcare; Member, Exec Committee | 2018–2024 | Scaled industry go‑to‑market leadership in healthcare and verticals; delivered growth focus |
| CDW | Chief Human Resources Officer & SVP, Coworker Services | ~2018–202? | Built talent strategy (recruiting, L&D, sales training, comp/benefits, succession, DEI) supporting growth |
| J.P. Morgan Chase | Head, Healthcare, Higher Education & Not‑for‑Profit Commercial Banking | 2012–2018 | Led national business serving 3,000+ clients; scaled treasury/credit/industry solutions |
| J.P. Morgan Chase | Midwest Region Head, Private Wealth Management | Prior to 2012 | Led high‑net‑worth investment/banking/trust franchise |
| Bank One | Capital Markets leadership roles | Prior | Built capital markets capabilities pre‑merger with JPM |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Wintrust Financial (WTFC) | Director | 2022–present | Public company board; governance and industry expertise |
| Catholic Extension | Director | N/A | Non‑profit board leadership |
| Polk Bros. Foundation | Director | N/A | Philanthropy governance |
| Shedd Aquarium | Trustee | N/A | Civic leadership |
| Georgetown University | Board of Regents | N/A | Higher ed governance |
| Professional networks | Member (Economic Club of Chicago; The Chicago Network; NACD; Women Corporate Directors; Executives’ Club) | N/A | Executive network reach |
Fixed Compensation
- CDW’s philosophy targets below‑median base salary with above‑median target bonus to align total cash to market; mix favors variable pay .
- 2024 NEO base salaries (for context): CEO $1,050,000; other NEOs $500,000–$690,000; CHRO (Sanderson) $500,000 .
- Connelly’s individual salary/bonus targets were not disclosed in the 2025 proxy (not a 2024 NEO). Company policy applies SMIP and LTI frameworks to senior executives .
Performance Compensation
Annual Incentive (SMIP) – 2024 design and outcome
| Feature | Detail |
|---|---|
| Metrics | Non‑GAAP Operating Income (primary metric) and Market Share Growth governor |
| Target non‑GAAP OI | $2,105.1 million (100% attainment = 100% payout) |
| Threshold/Max | Threshold $1,957.8m (93% attainment); Max $2,315.6m (110% attainment) |
| Payout curve | 0%–200% vs OI; reduced 10–20% if market share constant/declines |
| 2024 result | Non‑GAAP OI for SMIP: $1,950.9m (below threshold) → 0% payout to NEOs |
| Notes | Threshold set as % of target (revised design); modifier ±15% (cap 200%) |
- Implication: Senior management (including Connelly if SMIP‑eligible) likely received 0% SMIP payout for 2024, consistent with NEOs, reinforcing pay‑for‑performance discipline .
Long‑Term Incentive (2024 grants; program structure)
| Vehicle | Weight | Vesting | Performance |
|---|---|---|---|
| PSUs | 60% | Cliff at end of 3‑yr period (2024–2026) | 50% adjusted EPS; 50% adjusted FCF; 0–200% payout |
| Stock Options | 20% | 1/3 per year; 10‑year max term | Value only if stock appreciates |
| RSUs | 20% | 1/3 per year | At‑risk with stock price; retention balance |
- PSU metric design and rationale: Adjusted EPS/FCF selected to link long‑term value creation and capital discipline; targets set to be “challenging but achievable,” constant currency for EPS .
- Recent PSU result: 2022–2024 PSU cycle vested at 140.71% of target based on cumulative adjusted EPS $29.42 and adjusted FCF $3,947.2m (vs targets) .
Equity Ownership & Alignment
- Beneficial ownership: The 2025 proxy does not disclose Connelly’s individual holdings; directors/executive officers as a group owned 1,118,640 shares (with 996,718 options exercisable within 60 days; 99,232 RSUs vesting within 60 days, at March 1, 2025) .
- Stock ownership guidelines (executives): CEO 6x salary; Chief Growth & Innovation 5x; Other executive officers 3x; until met, must retain 50% of after‑tax shares from option exercises/vesting .
- Hedging/pledging: Prohibited (no hedging, short sales, margin, or pledging of CDW stock) .
- Clawbacks: Dodd‑Frank‑compliant recoupment on certain restatements; award agreements include clawbacks for restrictive covenant breaches .
- Related‑party monitoring: Audit Committee oversees; explicit procedures; 2024 disclosure: Connelly’s son (a sales coworker) earned ~$170,000; standard benefits; reviewed under policy .
Employment Terms
- Company practice for executives: Offer letters outline base, SMIP target, LTI target, and eligibility for a Compensation Protection Agreement (CPA) .
- Compensation Protection Agreements (2024 terms for NEOs; indicative of executive practice):
- Qualifying termination (company without cause; or executive for good reason) → severance equal to 2x base salary plus 2x SMIP bonus based on actual performance (post‑CIC uses three‑year average), pro‑rated current‑year SMIP based on actual performance, up to two years of benefits continuation (or cash equivalent), and up to $30,000 outplacement; subject to release; reduced to avoid 280G excise tax; no tax gross‑ups .
- Equity: CDW uses double‑trigger equity vesting on change in control (requires CIC + qualifying termination) .
- Restrictive covenants: CPAs and award agreements include non‑compete, non‑solicit, confidentiality; violations can trigger clawback .
- Note: Individual CPA terms for Connelly were not separately disclosed; the above reflects CDW’s disclosed executive framework .
Performance & Track Record Context
CDW performance (context for pay design and incentive outcomes):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD Millions) | $23,748.7* | $21,376.0* | $20,998.7* |
| EBITDA ($USD Millions) | $2,025.8* | $1,999.3* | $1,952.0* |
Values retrieved from S&P Global.*
- 2024 operational snapshot: Net sales $21.0B (-1.8% YoY); non‑GAAP operating income -1.6% YoY; non‑GAAP diluted EPS $9.52 (-3.6% YoY), underscoring tougher environment and aligning with the 0% SMIP outcome for NEOs .
- Pay versus performance framing: CDW’s “Company‑Selected Measure” is adjusted EPS; CAP vs TSR/Net Income charts demonstrate alignment of realized pay with stock/earnings performance; say‑on‑pay approval ~91% in 2024 (historical avg ~96%) .
Compensation Structure Analysis
- Year‑over‑year mix shift (2024): Increased PSU weighting to 60%, reduced options to 20%, introduced RSUs (20%) — raising performance linkage and moderating option‑beta risk, aligned with market trends .
- Annual plan rigor: 2024 SMIP threshold below prior‑year results was replaced with a percentage‑of‑target method but still required above‑market performance; market share “governor” reduces payouts without share gains .
- Governance safeguards: Double‑trigger CIC equity treatment; no 280G gross‑ups; no option repricing without shareholder approval; hedging/pledging prohibited; robust clawbacks — all supportive of shareholder alignment .
Risk Indicators & Red Flags
- Related‑party tie: Employment of Connelly’s son disclosed and reviewed; low dollar magnitude, standard terms — limited governance risk .
- Hedging/pledging: Explicitly prohibited, mitigating alignment risk .
- Option repricing: Not permitted without a shareholder vote, reducing “pay for failure” risk .
- Say‑on‑pay: Strong approval (~91% in 2024), reducing compensation controversy risk .
Compensation Peer Group (benchmarking)
- 2024 peer set included Accenture, Arrow, Avnet, CGI, Cognizant, Flex, HPE, Insight, Jabil, LKQ, TD SYNNEX, W.W. Grainger, WESCO, etc.; 2025 peer update: removed Best Buy, DXC; added IBM — reflects scale and talent market relevance .
Equity Ownership & Guidelines (Director/Officer group)
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| All directors and executive officers as a group (16 persons) | 1,118,640 | Includes 996,718 options exercisable within 60 days and 99,232 RSUs vesting within 60 days (as of Mar 1, 2025) |
- Executive ownership guidelines and retention rules apply; individual holdings for Connelly not disclosed .
Employment & Contracts (key provisions)
- Severance multiple: 2x salary + 2x bonus (actual performance basis), benefits continuation up to 2 years; release required .
- CIC equity: Double‑trigger acceleration (no single‑trigger windfalls) .
- Clawbacks: Restatement‑based and covenant‑based recoupment .
- Non‑compete/non‑solicit/confidentiality: Embedded in agreements; enforceable with clawback .
Investment Implications
- Pay‑for‑performance is biting: With 2024 SMIP at 0% for NEOs and higher weighting on PSUs, near‑term realized cash comp compresses while long‑term equity outcomes hinge on delivering adjusted EPS/FCF over 2024–2026 — a constructive signal for alignment as Connelly scales U.S. commercial execution .
- Selling pressure risk is moderate: Standard 1/3 annual vesting on options/RSUs and three‑year PSU cliffs can create periodic liquidity events, but hedging/pledging prohibitions, ownership guidelines, and clawbacks discourage opportunistic trading and support retention .
- Retention risk buffered by CPAs: Two‑times salary+bonus severance with double‑trigger equity and benefits continuity provide stability through cycles and under potential strategic events; absence of gross‑ups and repricing limits adverse optics .
- Governance note: The single related‑party item (son’s employment at ~$170k) appears de minimis and properly overseen, not a thesis driver .
- Execution focus: Connelly’s deep healthcare/verticals background and prior CHRO role support sales productivity, talent development, and solution‑mix improvement — key levers for achieving PSU metrics (adjusted EPS/FCF) in the current cycle .
Net: Connelly’s incentives are structurally aligned to long‑term value creation (EPS/FCF/TSR), with 2024’s zero bonus underscoring rigor. Watch for commercial momentum (market share governor relevance), operating leverage into adjusted EPS, and cash conversion to drive PSU outcomes into 2026 .