Frederick Kulevich
Chief Legal Officer, Executive Vice President, Risk and Compliance, and Corporate Secretary at CDW
Executive
About Frederick Kulevich
Frederick J. Kulevich is Chief Legal Officer, Executive Vice President, Risk and Compliance, and Corporate Secretary of CDW, and is one of the company’s named executive officers; in 2024 he also served as Interim Senior Vice President/Chief People Officer during a leadership transition, for which he received a one-time $210,000 cash bonus recognizing expanded responsibilities . CDW’s 2024 operating backdrop featured net sales of $21.0B (-1.8% YoY), non-GAAP operating income of $1.9B (-4.5% YoY), and non-GAAP diluted EPS of $9.52 (-3.6% YoY), and the 2024 SMIP paid 0% to NEOs including Kulevich due to below-threshold non-GAAP operating income achievement, highlighting a stringent pay-for-performance framework . CDW’s insider trading policy prohibits hedging, short sales, and pledging (including margin accounts), and executives must meet stock ownership guidelines (3x salary for “Other Executive Officers”), with all continuing NEOs in compliance as of the 2025 record date .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CDW | Chief Legal Officer; EVP, Risk & Compliance; Corporate Secretary | 2025–present | Oversees legal, risk, compliance and governance as a named executive officer . |
| CDW | Interim Senior Vice President / Chief People Officer | 2023–2024 | Took interim leadership of HR; recognized with a $210,000 bonus for added responsibilities and transition . |
| CDW | Senior Vice President, General Counsel & Corporate Secretary | ≥2021–2024 | Longstanding chief legal and corporate secretary responsibilities; signatory for Board/stockholder materials . |
External Roles
- No external directorships or other outside roles for Mr. Kulevich are disclosed in CDW’s proxy materials; the “CDW Leadership” section lists only company roles for executive officers .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 485,288 | 500,000 | 511,885 |
| Target annual cash incentive (SMIP) ($) | — | — | 600,000 |
| Actual SMIP payout ($) | 797,500 | 0 | 0 |
Notes:
- 2024 SMIP corporate metric was non-GAAP operating income with a market share governor; company result for SMIP purposes was $1,950.9M (below threshold), driving a 0% payout .
- Mr. Kulevich also received a one-time $210,000 cash bonus paid in early 2025 for his interim HR leadership during 2024 .
Performance Compensation
Annual incentive (SMIP) design and results (2024)
| Component | Detail |
|---|---|
| Metrics and curve | Non-GAAP operating income (primary) and market share growth governor; threshold/target/max non-GAAP operating income set at $1,957.8M / $2,105.1M / $2,315.6M, with 0–200% payout range and market share governor reductions . |
| 2024 result | Non-GAAP operating income for SMIP: $1,950.9M (below threshold); payout 0% for all NEOs . |
| Mr. Kulevich target and payout | Target $600,000; payout $0 . |
Long-term incentives (LTI) – structure (2024 program)
| Vehicle | Weight | Key terms |
|---|---|---|
| PSUs | 60% | 3-year cliff vest (2024–2026) based on adjusted EPS and adjusted FCF (equally weighted), 0–200% payout; threshold 25% . |
| Stock options | 20% | 10-year term; vests 1/3 annually; value only if stock appreciates . |
| RSUs | 20% | Vests 1/3 annually; value fluctuates with stock . |
In 2024, CDW increased PSU weighting to 60%, reduced options to 20%, and introduced RSUs (20%), further shifting mix toward performance-based equity and market-aligned practices .
Mr. Kulevich — 2024 LTI targets and grants
| Item | Amount / Detail |
|---|---|
| 2024 target LTI value | $1,830,000 (plus a one-time additional $200,000 in LTI for interim HR responsibilities) . |
| 2024 PSU grant (regular) | Target 4,442 units (threshold 1,111; max 8,884); grant-date fair value $1,098,018 . |
| 2024 Options (regular) | 4,767 options @ $247.19 strike; grant-date fair value $366,010 . |
| 2024 RSU (regular) | 1,481 units; grant-date fair value $366,088 . |
| 2024 PSU grant (one-time) | Target 485 units (threshold 122; max 970); grant-date fair value $119,887 . |
| 2024 Options (one-time) | 521 options; grant-date fair value $40,002 . |
| 2024 RSU (one-time) | 162 units; grant-date fair value $40,045 . |
Multi-year compensation (summary)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 485,288 | 500,000 | 511,885 |
| Bonus (discretionary/sign-on/etc.) | — | — | 210,000 |
| Stock awards (PSUs/RSUs) | 774,961 | 812,421 | 1,624,038 |
| Option awards | 783,132 | 812,529 | 406,012 |
| Non-equity incentive (SMIP) | 797,500 | 0 | 0 |
| All other compensation | 19,600 | 16,398 | 12,020 |
| Total | 2,860,481 | 2,141,348 | 2,763,955 |
Vesting events and realized equity (2024)
- Shares acquired on vesting: 6,434 shares (primarily 2022 PSU payout at 140.71% of target and tax-withholding related RSU vesting), value realized $1,120,545 .
- No option exercises reported in 2024 for Mr. Kulevich .
Equity Ownership & Alignment
Beneficial ownership and guideline status
| Item | Amount |
|---|---|
| Shares beneficially owned | 112,642 (includes 84,388 options exercisable or within 60 days; and 531 RSUs vested/vesting within 60 days) . |
| Shares outstanding (denominator) | 132,509,805 (as of Mar 1, 2025) . |
| Ownership as % of outstanding | ~0.085% (112,642 / 132,509,805) . |
| Executive ownership guideline | 3x salary for “Other Executive Officers”; all continuing NEOs in compliance as of record date . |
| Hedging/pledging | Prohibited; no margin or pledge allowed . |
Vested vs. unvested/equity overhang (12/31/2024)
| Instrument | Status | Quantity | Key terms / notes |
|---|---|---|---|
| Stock options | Exercisable | 13,743 @ $73.49; 14,416 @ $95.57; 14,900 @ $98.21; 13,039 @ $154.47 . | |
| Stock options | Unexercisable | 6,063 @ $171.30; 8,342 @ $212.62; 5,288 @ $247.19 . | |
| RSUs | Unvested | 1,594 units; market value $277,406 (@ $174.04) . | |
| PSUs (2023–2025) | Target outstanding | 3,913 units; vest 12/31/2025 subject to adjusted EPS/FCF . | |
| PSUs (2024–2026) | Target outstanding | 4,984 units; vest 12/31/2026 subject to adjusted EPS/FCF . |
Upcoming vesting/sell pressure indicators:
- 2023–2025 PSUs cliff vest on 12/31/2025 (subject to performance), creating a potential unlock event; RSUs vest ratably over three years from grant; options vest 1/3 annually with 10-year terms .
Employment Terms
- Compensation Protection Agreement (through Jan 1, 2026): upon a qualifying termination (without cause or for good reason), cash severance equals 2x base salary plus 2x bonus (based on actual performance, or based on pre-CIC average following a CIC), plus 2 years of welfare benefits and up to $30,000 outplacement; subject to restrictive covenants (noncompete, nonsolicit, confidentiality) and release; no 280G tax gross-ups (cutback if beneficial) .
- Double-trigger CIC vesting: equity accelerates upon a qualifying termination within two years following a change in control (or if awards are not effectively assumed) .
- Clawback: Nasdaq-compliant policy requiring recoupment of erroneously awarded incentive-based compensation upon certain restatements; award agreements also allow clawback for restrictive covenant breaches .
- Insider trading/pledging: Hedging, short sales, and pledging (including margin accounts) are prohibited .
Estimated potential payouts (12/31/2024 basis):
- Death/disability: accelerated equity value $1,842,470 (pro rata target bonus considered earned for 2024 and shown in 2024 compensation tables) .
- CIC + qualifying termination: cash severance $2,058,067; equity acceleration value $1,842,470; welfare $48,826; outplacement $30,000; aggregate $3,979,363 (excludes pro rata bonus already counted in 2024 comp) .
Governance, Peer Benchmarking, Say-on-Pay
- Executive compensation practices: double-trigger CIC vesting; no repricing without stockholder approval; limited perquisites; robust stock ownership guidelines; annual say-on-pay .
- 2024 mix shift increased PSUs and introduced RSUs, aligning with market trends and emphasizing performance conditions .
- 2025 Annual Meeting voting results: Say-on-Pay received 105,709,256 For vs. 10,154,545 Against (strong support), consistent with historically high approval (91% approval in 2024; avg ~96% since IPO) .
- Compensation peer group used for benchmarking (e.g., Accenture, Arrow, Avnet, HPE, Jabil, TD SYNNEX, W.W. Grainger, WESCO, etc.); updated for 2025 decisions (removed Best Buy and DXC; added IBM) .
Related Party Transactions and Red Flags
- Related-party transactions: None involving Mr. Kulevich disclosed; the only 2024–2025 related-person disclosure involved a sales coworker (son of another executive) with ~$170,000 compensation .
- Risk indicators: No 280G tax gross-ups; hedging/pledging prohibited; no option repricing without stockholder approval; Compensation Committee independence affirmed .
Investment Implications
- Alignment: High equity-at-risk with PSUs tied to adjusted EPS/FCF and stock options; prohibition on hedging/pledging and 3x salary ownership guideline (in compliance) support shareholder alignment .
- Retention and supply overhang: 2023–2025 PSUs cliff-vesting on 12/31/2025 and ongoing RSU/option vesting create identifiable unlock windows; interim HR leadership bonus ($210k) and one-time LTI ($200k) in 2024 suggest retention emphasis during transition without compromising pay-for-performance (SMIP paid 0%) .
- Change-in-control economics: Standard, double-trigger structure with 2x cash multiple and equity acceleration; absence of gross-ups reduces governance risk, but CIC payout quantum (aggregate ~$4.0M on 12/31/2024 basis) is material in a transaction scenario .
- Performance linkage: 2024 SMIP zero payout and multi-year PSU design indicate tight linkage to operating results; observe upcoming PSU settlement (2023–2025) as an execution milepost for incentive realization .