Lynda Clarizio
Director at CDW
Board
About Lynda M. Clarizio
Independent director at CDW since 2015 (age 64). Co-Founder and General Partner of The 98 (early-stage venture fund focused on technology businesses led or co-led by women); former EVP, Strategic Initiatives and President of U.S. Media at Nielsen; prior senior roles at AOL, AppNexus, and INVISION; previously a partner at Arnold & Porter (Washington, DC). Core credentials span technology/data-driven media, corporate development/operations, and legal expertise; identified by CDW’s skills matrix as bringing senior leadership, technology innovation, finance/risk, global and people/culture competencies to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Nielsen Company (US), LLC | EVP, Strategic Initiatives | Sep 2017–Jan 2018 | Strategic growth initiatives; data/measurement domain expertise |
| The Nielsen Company (US), LLC | President, U.S. Media | Aug 2013–Sep 2017 | Led U.S. media business; scaled data/measurement platforms |
| AppNexus, Inc. | EVP, Corporate Development & Operations | Nov 2012–Apr 2013 | Programmatic advertising platform operations/corp dev |
| INVISION, Inc. | CEO & President | 2009–2012 | Led multiplatform ad solutions company |
| AOL Inc. | Various executive roles incl. President, Platform‑A; President, Advertising.com | 1999–2009 | Ran consolidated advertising business; scaled Advertising.com |
| Arnold & Porter (Washington, DC) | Partner (Attorney) | 1987–1999 | Legal background; governance/transactional expertise |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| The 98 | Co‑Founder & General Partner | Early-stage tech fund focused on women-led/co-led companies |
| Simpli.fi Holdings, Inc. | Director | Current |
| Cambri Oy | Director | Current |
| Human Rights First | Director | Current |
| Princeton University School of Engineering and Applied Science | Leadership Council | Current |
Board Governance
- Independence: Determined independent; Board is majority independent and all committees (Audit, Compensation, Nominating & Corporate Governance) are 100% independent .
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member (not a chair) .
- Compensation Committee service: Served alongside Sanjay Mehrotra (Chair), Anthony R. Foxx, and Joseph R. Swedish; signed the Compensation Committee Report, indicating active participation .
- Attendance: In 2024, each director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 annual shareholder meeting .
- Tenure and term limit: Director since 2015; CDW has a 15‑year term limit to promote refreshment .
- Board leadership and oversight: Lead Independent Director (James A. Bell) structure in place; regular executive sessions; robust ERM oversight (Audit) and governance processes (N&CG) .
- Stockholder engagement signals: Say‑on‑pay passed with ~91% support in 2024; average ~96% since IPO—supportive of CDW’s governance/comp program .
Fixed Compensation
| Year | Cash Fees ($) | Committee Chair/Lead Premiums ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 112,500 | 0 (no chair role) | 112,500 |
Notes: Non‑employee director cash retainers are payable quarterly and may be deferred into the Director Deferred Compensation Plan .
Performance Compensation
| Year | Equity Element | Grant Value ($) | Vehicle | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 2024 | Annual director equity | 177,482 | RSUs | 1‑year cliff from grant date; prorated if leaving/not re‑nominated | None; time‑based RSUs (no performance goals) |
Additional program features: Directors may defer settlement of vested RSUs in five‑year increments .
Other Directorships & Interlocks
| Company | Type | Role | Dates/Notes |
|---|---|---|---|
| Emerald Holding, Inc. | Public | Director | Current |
| Taboola.com Ltd. | Public | Director | Through June 2025 |
| Intertek Group plc | Public | Director | Former (within past 5 years) |
CDW restrictions allow non‑executive directors to serve on up to four public company boards (including CDW); her public roles (CDW + 2 current) are within policy .
Expertise & Qualifications
- Skills matrix: Senior leadership; public company board service; global; technology innovation; finance, accounting & risk management; people & culture (all designated for Clarizio) .
- Domain strengths include data/measurement (Nielsen), programmatic advertising (AppNexus), digital media monetization (AOL/Advertising.com), corporate development/operations, and legal/governance from Arnold & Porter .
Equity Ownership
| Holder | Beneficial Ownership (shares) | RSUs included (vested/vesting ≤60 days) | % of Shares Outstanding | Source Date |
|---|---|---|---|---|
| Lynda M. Clarizio | 13,349 | 726 | ~0.010% (13,349 / 132,509,805) | As of Mar 1, 2025 |
- Director ownership guideline: 5x annual cash retainer; all non‑employee directors were in compliance as of the record date .
- Hedging/pledging: Company policy prohibits hedging, short sales, holding in margin accounts, and pledging of CDW securities by directors/officers, reducing misalignment risk .
Governance Assessment
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Strengths
- Independent, experienced director with deep technology/data monetization and legal/governance background; serves on key Compensation and N&CG committees, contributing to pay, succession, and governance oversight .
- No compensation committee interlocks disclosed; committee uses an independent compensation consultant (FW Cook), with independence affirmed .
- Strong director ownership alignment: compliance with 5x retainer guideline; equity in the form of time‑based RSUs; anti‑hedging/pledging policy in effect .
- Attendance expectations met at Board level (≥75% for all directors in 2024); broad shareholder support for CDW’s compensation program (91% in 2024) provides an external governance endorsement .
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Watch items
- External commitments: Two other public boards (Emerald Holding; Taboola through June 2025) remain within CDW’s board‑service limits; monitor time commitments and potential information interlocks as industry dynamics evolve .
- Venture investing: As Co‑Founder/GP of The 98, ongoing diligence appropriate to monitor any transactions with CDW vendors/customers; no related‑party transactions involving her were disclosed .
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Red flags
- None disclosed relating to Clarizio: no related‑party transactions, no Section 16 issues noted for directors broadly (one late filing pertained to an officer other than directors), and no interlocks required to be disclosed in 2024 .
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Compensation structure (director)
- Balanced cash/equity: 2024 total $289,982 (cash $112,500; stock awards $177,482), no options or performance‑conditioned equity for directors—simplifies alignment and reduces pay complexity/option risk .
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CDW governance environment (context)
- 100% independent key committees, majority‑vote standard with resignation policy, proxy access, special meeting rights, 15‑year term limit, and no poison pill—framework supportive of investor confidence .