Kelly Grier
Director at CDW
Board
About Kelly J. Grier
Independent director since 2023; age 55. Former U.S. Chair and Managing Partner (CEO) of Ernst & Young LLP (2018–2022), with 30+ years at EY and a CPA credential. Current CDW committee roles: Audit Committee Chair (appointed March 6, 2025) and member of the Nominating & Corporate Governance Committee. Other current public boards: Illinois Tool Works Inc. and Booking Holdings Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | U.S. Chair & Managing Partner (CEO) | 2018–2022 | Led U.S. firm; extensive finance/accounting oversight (CPA) |
| Ernst & Young LLP (EY) | Vice Chair & Central Region Managing Partner | 2015–2018 | Regional leadership; talent and risk management |
| Ernst & Young LLP (EY) | Americas Vice Chair of Talent | 2014 | Human capital leadership across Americas |
| Ernst & Young LLP (EY) | Various senior roles (U.S. and global) | ~30+ years | Broad leadership; finance/accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Illinois Tool Works Inc. | Director | Current | Public company board |
| Booking Holdings Inc. | Director | Current | Public company board |
| Permira | Senior Advisor | Current | Private equity advisor |
| Zendesk, Inc. | Director | Current | Technology company board |
| Global Forest Generation | Director | Current | Nonprofit board |
| Peterson Institute for International Economics | Director | Current | Nonprofit board |
| Chief Executives for Corporate Purpose (CECP) | Director | Current | Nonprofit board |
Board Governance
- Independence: Board affirmatively determined Grier is independent under Nasdaq rules; Board considered her prior EY role (CDW’s independent auditor) and noted she has been retired since July 2022 and did not work on CDW’s audit or provide services to CDW since 2014. The Board concluded the relationship does not impair her independent judgment.
- Committee assignments: Audit Committee (Chair) and Nominating & Corporate Governance Committee. All Audit Committee members are independent and designated “audit committee financial experts”; Audit Committee held 9 meetings in 2024. Nominating & Corporate Governance Committee held 4 meetings in 2024.
- Attendance and engagement: In 2024 the Board held six meetings; each director attended at least 75% of aggregate Board and relevant committee meetings and attended the 2024 Annual Meeting.
- Lead Independent Director structure: Independent LID with robust responsibilities (agenda input, executive sessions, stockholder communications). Independent directors meet in executive session regularly.
- Outside board service limits: Non-executive directors may serve on up to four public company boards (including CDW); Grier’s current public boards (CDW, ITW, Booking) are within guidelines.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $112,500 | Grier’s 2024 director cash compensation |
| Committee Chair Retainer – Audit | $20,000 | Annual chair retainer; Grier became Audit Chair in March 2025 (not applicable to 2024) |
| Committee Chair Retainer – Compensation | $20,000 | Annual chair retainer (general program) |
| Committee Chair Retainer – Nominating & Corporate Governance | $15,000 | Annual chair retainer (general program) |
| Lead Independent Director equity award | $35,000 | Annual RSU for LID (not applicable to Grier) |
- Deferred compensation: Directors may defer cash retainers into the CDW Director Deferred Compensation Plan with investment options mirroring the coworker 401(k).
Performance Compensation
| Equity Type (2024) | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|
| RSUs (Annual Board grant) | $177,482 | Vest on first anniversary of grant date; prorated for new directors; settlement can be deferred in five-year increments | 2024 RSU grant to Grier |
- Performance metrics: CDW does not disclose performance-based metrics for non-employee director compensation; director equity is time-based RSUs with standard vesting.
- Ownership alignment: Directors must hold equity equal to at least 5x the annual cash retainer; until met, must retain 100% of after-tax value of vested director equity awards. All non-employee directors were in compliance as of the record date.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Illinois Tool Works Inc. | Director | None disclosed relating to CDW; within CDW outside service limits |
| Booking Holdings Inc. | Director | None disclosed relating to CDW; within CDW outside service limits |
| Ernst & Young LLP (prior employer) | Former U.S. Chair & Managing Partner (CEO) | EY is CDW’s independent registered public accounting firm; Board reviewed and affirmed Grier’s independence (retired since 2022; no CDW audit work since 2014) |
Expertise & Qualifications
- CPA; extensive finance, accounting, risk management expertise; technology innovation; global leadership; people & culture; government/regulatory exposure.
- Each Audit Committee member (including Grier) is designated an “audit committee financial expert” under SEC rules.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding Shares | RSUs Outstanding |
|---|---|---|---|
| Kelly J. Grier | 1,325 | <1% | 726 |
| Notes | Includes 726 RSUs vested or vesting within 60 days of March 1, 2025 | Based on 132,509,805 shares outstanding as of March 1, 2025 | 726 RSUs outstanding at 12/31/2024 |
| Citations |
- Hedging/pledging: Company policy prohibits hedging, short sales, margining, and pledging of CDW securities by directors and officers.
Governance Assessment
- Committee leadership and financial oversight: As Audit Committee Chair, Grier oversees auditor independence, financial reporting, internal controls, related-person transactions, and cybersecurity risk oversight—aligned with her CPA background. This strengthens board effectiveness in finance and risk.
- Independence with prior auditor affiliation: The Board conducted a specific independence review given her EY background and affirmed independence due to retirement (July 2022) and no CDW audit involvement since 2014—mitigating conflict concerns.
- Attendance/engagement: Board and committee attendance standards met; Board held six meetings in 2024; Audit held nine; Nominating held four—indicates active engagement.
- Ownership alignment: Director stock ownership guideline of 5x cash retainer and retention requirement; compliance by all non-employee directors supports alignment.
- Compensation mix: For 2024, Grier’s compensation was predominantly equity RSUs (time-based) alongside cash retainer—consistent with market practice for directors; no meeting fees disclosed.
- RED FLAGS
- Prior leadership at EY while EY serves as CDW’s auditor is a potential perceived conflict; however, Board’s independence determination and long separation from CDW audit work mitigate this risk.
- No pledging/hedging permitted under policy—reduces alignment risks.
- Shareholder sentiment context: Say-on-pay received ~91% approval in 2024 and ~96% average since IPO, indicating generally strong investor support for compensation governance (executive context but relevant to overall governance climate).
Overall signal: Audit Committee leadership plus CPA credentials strengthen CDW’s oversight of financial reporting and risk. Independence concerns tied to EY are addressed explicitly by the Board’s review and determination. Ownership guideline compliance and anti-hedging/pledging policies are positive alignment indicators.