Joseph Swedish
Director at CDW
Board
About Joseph R. Swedish
Independent director at CDW since 2015; age 73. Former Chairman, President and CEO of Anthem (now Elevance Health), Executive Chairman until May 2018, with prior CEO roles at Trinity Health and senior leadership roles at Centura Health and HCA. Co‑founder and partner emeritus of Concord Health Partners, a healthcare-focused private equity firm; identified by the Board for senior leadership, public company board service, technology innovation, finance/risk, people and culture, and government/regulatory expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anthem, Inc. (Elevance Health) | President & CEO; Chairman; Executive Chairman | CEO 2013–Nov 2017; Chairman from 2015; Executive Chairman Nov 2017–May 2018 | Led large-scale payer; post-retirement senior advisor May 2018–May 2020 |
| Trinity Health | President & CEO | 2004–2013 | Ran 18-state integrated health system |
| Centura Health; Hospital Corporation of America; other healthcare enterprises | CEO and senior executive leadership positions | 1993–2013 | Multiple senior roles across providers |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| IBM Corporation | Director | Former (within past 5 years) | Former public company directorship |
| Mesoblast Limited | Director | Former (within past 5 years) | Former public company directorship |
| CHP Merger Corp. | Director | Former (within past 5 years) | Former SPAC directorship |
| Centrexion Therapeutics Corporation | Director | Current | Private biopharma board |
| Integrity Implants, Inc. dba Accelus | Director | Current | Medical devices board |
| Navitus Health Solutions | Director | Current | PBM board |
| Duke University Fuqua School of Business | Board of Visitors | Current | Advisory role |
| The Nature Conservancy in Colorado | Board of Trustees | Current | Non-profit governance |
| Concord Health Partners, LLC | Co‑founder; Partner Emeritus | Ongoing | Healthcare PE investing |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member (not Chair). Compensation Committee chaired by Sanjay Mehrotra; Nominating & Corporate Governance chaired by David W. Nelms .
- Independence: Board determined independent; director since 2015 .
- Attendance and engagement: In 2024, Board held 6 meetings; each director attended at least 75% of aggregate Board and applicable committee meetings and attended the 2024 Annual Meeting .
- Committee activity: 2024 meetings — Audit 9; Compensation 4; Nominating & Corporate Governance 4 .
- Lead Independent Director: James A. Bell serves as LID since March 2025; independent directors meet in executive session regularly .
- Term limit: 15-year Board term limit to promote refreshment .
- Compensation committee interlocks: None required to be disclosed for 2024; no member was an officer/employee of CDW .
- Related-party transactions: Only disclosed item involved a sales coworker related to an executive; no other transactions for disclosure since Jan 1, 2024 (implies none involving Swedish) .
Fixed Compensation
| Metric | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 112,500 | Paid quarterly in arrears; directors may defer under Director Deferred Compensation Plan |
| Stock Awards ($) | 177,482 | Grant date fair value of RSUs per ASC 718; annual RSU grants vest on first anniversary; deferral in five-year increments; prorated vesting upon non-reelection |
| Total ($) | 289,982 | Cash + stock awards |
Program elements relevant to directors:
- Committee Chair cash retainers: Audit Chair $20,000; Compensation Chair $20,000; Nominating & Corporate Governance Chair $15,000; Lead Independent Director equity award $35,000; annual Board RSU award (target value) with one-year vesting and optional settlement deferral .
Performance Compensation
| Award Type | Performance Metrics | Vesting Schedule | Notes |
|---|---|---|---|
| Annual Board RSU grant | None (time-based; no performance criteria) | Vests on first anniversary of grant date | Settlement can be deferred in 5-year increments; prorated vesting if not re-nominated/re-elected |
Directors do not receive options or PSUs under the disclosed non‑employee director program; annual equity is time-based RSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Former public company boards (past 5 years) | IBM Corporation; Mesoblast Limited; CHP Merger Corp. |
| Compensation Committee interlocks (Item 407) | None required to be disclosed for 2024 |
Expertise & Qualifications
- Senior Leadership; Public Company Board Service; Technology Innovation; Finance, Accounting & Risk Management; People and Culture; Government & Regulatory .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 16,223 (includes 2,614 RSUs currently vested or vesting within 60 days) |
| RSUs outstanding (#) | 2,614 |
| Ownership as % of shares outstanding | <1% (based on 132,509,805 shares outstanding as of March 1, 2025) |
| Ownership guideline | 5× annual Board cash retainer; all non‑employee directors in compliance as of record date |
| Hedging/pledging | Company prohibits hedging, pledging, and short sales of securities |
Governance Assessment
- Strengths: Independent since 2015 with robust healthcare operator experience; active member of Compensation and Nominating & Corporate Governance Committees; adequate engagement with 2024 attendance threshold met; director equity aligned via RSUs and 5× retainer ownership guideline; company prohibits hedging/pledging; no related-party transactions or compensation interlocks disclosed involving Swedish .
- Compensation governance signals: As Compensation Committee member, Swedish co‑signed the Committee report; the program uses an independent compensation consultant with no other services to CDW; historical Say‑on‑Pay support high (≈91% approval in 2024; ≈96% average since IPO), indicating investor confidence in compensation oversight .
- Watch items: Swedish’s healthcare PE affiliations (Concord Health Partners; boards at health companies) present potential related‑party exposure if CDW engages in material transactions with those entities; none disclosed to date and robust related‑party review procedures are in place (Audit Committee oversight, annual questionnaires) .
- Overall: No red flags identified on independence, attendance, or pay practices; alignment supported by equity guidelines and prohibitions on hedging/pledging; ongoing monitoring of external healthcare ties recommended given breadth of roles, although CDW’s sector focus reduces direct conflict risk and no Item 404 transactions were disclosed .