Marc Jones
Director at CDW
Board
About Marc E. Jones
Marc E. Jones (age 66) is an independent director of CDW, serving since 2023. He is Chairman and Co-Chief Executive Officer of Aeris Communications, Inc. (co-CEO since January 5, 2025; previously President & CEO since 2008 and Chairman since 2005), and brings deep technology, finance, and operations experience; the Board designates all Audit Committee members, including Jones, as “audit committee financial experts.” He also serves on the Nominating & Corporate Governance Committee and is affirmed independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aeris Communications, Inc. | Chairman; Co-Chief Executive Officer (since Jan 5, 2025); previously President & CEO | Chairman since 2005; President & CEO since 2008; Co-CEO since Jan 5, 2025 | Leads IoT/M2M solutions company; multi-year executive leadership in tech |
| Visionael Corporation | Chairman; President & Chief Executive Officer | Chairman 2004–2009; President & CEO 1998–2004 | Led network service business software provider |
| Madge Networks | President & Chief Operating Officer | 1993–1997 | Ran networking hardware supplier operations |
| Chips and Technologies, Inc. | SVP, Integrated System Products | 1988–1992 | Business leadership at early fabless semiconductor firm |
| LF Rothschild Unterberg Towbin & Co. | SVP, Corporate Finance | 1986–1987 | Investment/merchant banking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingersoll Rand Inc. | Director | Current | Public company directorship |
| Stanford University | Board of Trustees | Current | Higher education governance |
| Stanford Health Care | Chair, Board of Directors | Current | Health system oversight |
| Lucile Packard Children’s Hospital Stanford | Board of Directors | Current | Pediatric hospital governance |
| Management Leadership for Tomorrow | Board of Directors | Current | Workforce development nonprofit |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member. All Audit members, including Jones, are independent and designated “audit committee financial experts,” and the Audit Committee met 9 times in 2024; the Nominating & Corporate Governance Committee met 4 times.
- Independence and attendance: CDW’s Board is comprised of a majority of independent directors; Jones is independent. In 2024, the Board held six meetings and each director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting.
- Lead Independent Director context: James A. Bell serves as Lead Independent Director with defined responsibilities (executive sessions, agenda input, stockholder communications).
- Governance guardrails: 15-year board term limit; majority vote with resignation policy; proxy access; special meeting rights; restrictions on number of other public boards; annual evaluations of Board/committees; no poison pill; no supermajority requirements.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $111,563 | $112,500 |
| Stock Awards ($) – RSUs (grant-date fair value) | $207,025 | $177,482 |
| Total ($) | $318,588 | $289,982 |
Notes:
- Director RSU grants vest on the first anniversary of grant; cash retainers paid quarterly; committee chair retainers apply only to chairs (Audit $20,000; Compensation $20,000; Nominating & Corporate Governance $15,000).
Performance Compensation
| Plan Feature | Detail |
|---|---|
| Annual grant type | Restricted Stock Units (RSUs) for non-employee directors |
| Vesting | Time-based; annual Board RSUs vest on first anniversary of grant |
| Performance metrics | None disclosed for director equity (no PSUs/options for directors) |
CDW’s proxy describes director compensation as cash retainers plus time-vested RSUs; it does not disclose performance-linked metrics for director equity.
Other Directorships & Interlocks
- Current public companies: Ingersoll Rand Inc. (Director).
- Interlocks: CDW discloses no compensation committee interlocks for 2024; related person transactions disclosure notes only one item unrelated to directors (family member of an executive).
- Board service limits: CDW restricts outside public board service (non-executive public company directors: up to four; executive officers of public companies: up to two including CDW).
Expertise & Qualifications
- Skills matrix: Senior leadership; public company board service; global experience; technology innovation; finance/accounting/risk (including cybersecurity); people & culture; government/regulatory.
- Audit Committee financial expert designation (committee-wide).
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 1,730 shares (includes RSUs currently vested or vesting within 60 days as of March 1, 2025) |
| Ownership as % of shares outstanding | <1.0% |
| RSUs outstanding (Dec 31, 2024) | 1,730 RSUs (including deferred/with dividend equivalents) |
| Hedging/pledging | Prohibited for directors under CDW policy |
| Stock ownership guideline | Minimum 5x annual Board cash retainer; all non-employee directors in compliance as of record date |
Governance Assessment
- Board effectiveness: Active committee work (Audit and Nominating & Corporate Governance); Audit Committee’s remit includes oversight of financial reporting, internal audit, related person transactions, risk, and cybersecurity—Jones’s financial and technology background aligns with these duties.
- Independence and engagement: Independent status; committee membership in two key governance bodies; attendance thresholds met and participation in the annual meeting indicate engagement.
- Alignment: Director compensation is modest and structured to align interests via annual RSUs with mandatory ownership guidelines (5x cash retainer); hedging/pledging banned—supporting investor alignment.
- Conflicts and related-party checks: CDW’s Audit Committee reviews/approves related person transactions; no director-related transactions disclosed involving Jones.
- External commitments: One current public board (Ingersoll Rand) within CDW’s board service limits; Jones’s executive role at Aeris (a private company) is not restricted by CDW’s public board cap, and no CDW-disclosed conflicts arise from his external roles.
- Shareholder signals: Strong say-on-pay support (≈91% approval in 2024) reflects broad investor confidence in CDW’s governance and pay practices.
RED FLAGS
- None disclosed specific to Marc E. Jones: no related party transactions, no compensation committee interlocks, and compliance with ownership guidelines; hedging/pledging prohibited.