James Bell
About James A. Bell
James A. Bell is CDW’s Lead Independent Director (appointed March 2025), an independent director since 2015 and former Executive Vice President, Corporate President and Chief Financial Officer of The Boeing Company. He is 76 years old and serves on CDW’s Audit and Nominating & Corporate Governance Committees. As Lead Independent Director, his responsibilities include presiding over executive sessions, shaping agendas/calendars, and serving as a stockholder contact for non-management directors. Independence of all directors other than the CEO has been affirmed by the Board under Nasdaq standards; all directors in 2024 met at least the 75% attendance threshold and attended the annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | Executive Vice President, Corporate President & Chief Financial Officer | 2008–2012 | Senior finance leadership; oversight of corporate finance and risk |
| The Boeing Company | Executive Vice President, Finance & Chief Financial Officer | 2003–2008 | Led finance, capital markets, accounting |
| The Boeing Company | Senior Vice President of Finance & Corporate Controller | 2000–2003 | Corporate controlling, reporting |
| Boeing Space & Communications | Vice President of Contracts & Pricing | 1996–2000 | Commercial/government contracts and pricing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | Current public company directorships | — | None |
| Apple Inc. | Director (former) | Not disclosed | Former public company board service |
| JPMorgan Chase & Co. | Director (former) | Not disclosed | Former public company board service |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member. Audit Committee chaired by Kelly J. Grier in 2025; all members designated “audit committee financial experts.”
- Lead Independent Director duties: presides at executive sessions; can call meetings of independent directors; inputs on board calendar/agenda/materials; serves as contact for stockholder communications.
- Independence and attendance: Board comprised entirely of independent directors other than the CEO; independence assessed annually under Nasdaq standards; Board held six meetings in 2024 and all directors met at least 75% committee/board attendance and attended the annual meeting.
- Governance practices: majority vote with resignation policy; proxy access; special meeting rights; 15-year term limit; restrictions on outside boards; annual evaluations; no poison pill.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 132,500 | 132,500 |
| Committee Chair Fees ($) | Included above if applicable | Included above if applicable |
| Meeting Fees ($) | Not separately disclosed | Not separately disclosed |
| Total Cash ($) | 132,500 | 132,500 |
Program elements (non-employee directors):
- Committee chair cash retainers: Audit Chair $20,000; Compensation Chair $20,000; Nominating & Corporate Governance Chair $15,000.
- Lead Independent Director annual equity award: $35,000 in RSUs, vesting on first anniversary (pro-rated if service ends).
- Board RSU annual grant: vests on first anniversary; deferral available in five-year increments; prorated vesting in certain non-re-nomination cases.
Performance Compensation
| Equity Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) (RSUs fair value) | 177,538 | 177,482 |
| RSUs Outstanding (#) at year-end | 17,939 | 18,875 |
| Vesting Schedule (Annual Board RSUs) | 1-year cliff vest | 1-year cliff vest; Lead Independent Director RSUs vest annually (if applicable) |
Performance mechanics and alignment:
- Director equity consists of RSUs with annual vesting; settlement can be deferred; directors must retain 100% of after-tax vested equity until ownership guidelines are met, reinforcing alignment.
Other Directorships & Interlocks
| Company | Relationship | Potential Interlocks |
|---|---|---|
| None (current) | No current public boards | Not applicable |
- Compensation Committee interlocks: none required to be disclosed for 2024.
Expertise & Qualifications
- Senior leadership; finance, accounting & risk management; global experience; people and culture; government/regulatory exposure.
Equity Ownership
| As of March 1, 2025 | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| James A. Bell | 22,460 (incl. 18,875 RSUs vesting within 60 days) | <1% | Beneficial ownership under SEC rules; based on 132,509,805 shares outstanding |
Stock ownership guidelines (non-employee directors):
- Requirement: hold at least 5x the Board’s annual cash retainer; until met, retain 100% of after-tax value of vested director equity. As of the record date, all non-employee directors were in compliance.
Hedging/pledging policy:
- Hedging, short sales, and pledging CDW securities are prohibited for directors.
Insider Trades (Form 4 Filings)
| Date | Filing Link | Notes |
|---|---|---|
| Mar 7, 2025 | https://d18rn0p25nwr6d.cloudfront.net/CIK-0001402057/ac38b8b9-3f3e-47d9-977f-2eeb2c98772e.pdf | Form 4 filed (CDW; Reporting Person: James A. Bell) |
| Mar 11, 2025 | https://www.streetinsider.com/SEC+Filings/Form+4+CDW+Corp+For%3A+Mar+11+Filed+by%3A+BELL+JAMES+A/24499354.html | Form 4 summary page |
| Mar 13, 2025 | https://www.sec.gov/Archives/edgar/data/1402057/000140205725000086/0001402057-25-000086-index.htm | Form 4 index (James A. Bell) |
| Jun 12, 2025 | https://www.sec.gov/Archives/edgar/data/1402057/000140205725000123/0001402057-25-000123-index.htm | Form 4 index (James A. Bell) |
| Sep 10–12, 2025 | https://research.secdatabase.com/CIK/0001402057 | EDGAR aggregation showing Form 4 activity for James A. Bell |
Note: The proxy provides beneficial ownership and RSU balances; specific Form 4 transaction details (share counts/prices) are in the linked SEC filings.
Governance Assessment
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Board effectiveness: Bell brings deep CFO-level finance/risk expertise and large-cap governance experience; now serving as Lead Independent Director to strengthen independent oversight and stockholder engagement.
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Independence & attendance: Independent under Nasdaq rules; Board is majority independent with committees fully independent; attendance thresholds met, supporting engagement quality.
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Compensation & alignment: Director pay is balanced with cash retainers and RSUs; Bell’s total director compensation was essentially unchanged year-over-year, and director ownership guidelines plus retention requirements enhance alignment.
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Potential conflicts/related party transactions: No related party transactions involving Bell disclosed; CDW has formal related person transaction procedures overseen by Audit Committee.
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Risk indicators and policies: Robust clawback policies, prohibition on hedging/pledging, majority voting with resignation policy, and no poison pill—all supportive of investor confidence.
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RED FLAGS: None disclosed for Bell. Section 16 compliance noted a late Form 4 for a different employee (not Bell).