Mukesh Kumar
Chief Services and Solutions Officer at CDW
Executive
About Mukesh Kumar
Mukesh Kumar is CDW’s Chief Services & Solutions Officer (Executive Vice President), appointed effective August 4, 2025, reporting to Chair and CEO Christine Leahy; on October 28, 2025 his remit expanded to integrate product and partner management with services and solutions to drive a more connected go-to-market and accelerate AI offerings and the advisory/platform roadmap . He joined from Slalom Consulting, where he most recently served as president of the multibillion-dollar technology business, scaling services across the Americas and leading an 800+ partner ecosystem (AWS, Salesforce, Microsoft, Google), bringing ~30 years of technology and consulting leadership . For context on current operating performance, CDW reported Q3 2025 Non-GAAP net income of $357.2 million and Non-GAAP EPS of $2.71; the 2024 SMIP paid 0% to NEOs as Non-GAAP operating income came in below threshold, underscoring pay-for-performance design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Slalom Consulting | President, multibillion-dollar technology business | — | Scaled technology-based services across the Americas; led 800+ technology partnerships (AWS, Salesforce, Microsoft, Google) |
Fixed Compensation
- CDW’s executive pay framework targets base salary below median and makes the majority of target compensation variable; the 2024 SMIP (annual cash bonus) used Non-GAAP operating income with a market share “governor,” and NEOs earned a 0% payout as performance was below threshold .
- Specific 2025 base salary and SMIP target for Kumar have not been disclosed in filings or 8-Ks to date; future filings (e.g., an Item 5.02 8‑K or proxy) would be the primary sources .
Performance Compensation
CDW 2024 Annual Cash Incentive (SMIP) Design (NEOs)
| Element | Target / Range | Notes |
|---|---|---|
| Primary financial metric | Non-GAAP Operating Income | Target set at $2,105.1 million; payout curve 0%–200% depending on attainment |
| Relative modifier | Market share governor | Reduces payouts if market share is flat/declining; e.g., at target OI, payout 90% if share is constant/declining |
| Threshold/Target/Max (OI) | $1,957.8m (93%) / $2,105.1m (100%) / $2,315.6m (110%) | Straight-line interpolation between points |
| 2024 outcome (NEOs) | 0% payout | 2024 Non-GAAP operating income (for SMIP) was $1,950.9m, below threshold |
CDW Long-Term Incentive (LTI) Mix and Metrics (from 2024 program)
| Component | Weight | Vesting / Performance |
|---|---|---|
| PSUs | 60% | Three-year performance period; payout 0%–200% based on cumulative adjusted EPS and adjusted FCF (equally weighted) |
| Stock Options | 20% | 10-year term; vest in equal thirds annually; value only if stock price appreciates |
| RSUs | 20% | Vest in equal thirds annually; at-risk via share price |
| PSU Performance Metrics | Definition / Notes |
|---|---|
| Adjusted EPS | Non-GAAP net income (with customary adjustments) divided by diluted shares; determined on a constant-currency basis |
| Adjusted Free Cash Flow | Operating cash flow less capex, adjusted to include certain financing cash flows incurred in normal operations or as capex |
| PSU Payout Curve (example: 2022–2024 cycle) | Threshold | Target | Max |
|---|---|---|---|
| Cumulative Adjusted EPS | $27.67 (89.7%) | $30.85 (100.0%) | $35.48 (115.0%) |
| Cumulative Adjusted FCF (in $mm) | $2,764.8 (85.0%) | $3,252.7 (100.0%) | $3,740.5 (115.0%) |
| Payout (% of target) | 50% (both at threshold) | 100% | 200% |
| Actual (2022–2024) | EPS $29.42; FCF $3,947.2m; PSU payout 140.71% |
Notes
- Design changes in 2024 increased PSUs (from 50% to 60%), reduced options (to 20%), and added RSUs (20%), aligning further with market practice and reinforcing performance linkage .
Equity Ownership & Alignment
Insider Filings and Beneficial Ownership
| As-of | Security | Amount | Ownership form | Title | Ownership % of o/s |
|---|---|---|---|---|---|
| 08/13/2025 (Form 3) | Common Stock | 0 | Direct | Chief Services & Solutions Officer and EVP | 0.00% (0 / 132,509,805) |
- Hedging, short sales, and pledging of CDW securities are prohibited for executive officers (material to alignment and selling pressure risk) .
- Stock ownership guidelines: CEO 6x salary; certain top roles 5x; other executive officers 3x salary; until met, executives must retain 50% of after-tax shares from option exercises and RSU/PSU vesting; unvested RSUs/PSUs and options do not count toward the guideline .
Employment Terms
- Clawback: CDW maintains a Dodd-Frank-compliant clawback policy requiring recoupment of erroneously awarded incentive compensation upon certain restatements; award agreements also allow clawback of proceeds if restrictive covenants (non-compete, non-solicit, confidentiality) are violated, with explicit recoupment mechanics in plan documents .
- Change-in-control and severance design (NEOs, 2024 framework):
- Cash severance for qualifying terminations: 2x base salary plus 2x SMIP bonus based on actual performance (post-CIC, 2x average SMIP of prior three years), plus pro-rata SMIP for year of termination; two years of health/welfare continuation; up to $30,000 outplacement; 4999 excise tax cutback if beneficial .
- Equity acceleration: double-trigger vesting for options/RSUs/PSUs if awards are assumed and the executive is terminated without cause or resigns for good reason within 24 months post-CIC; full vesting on death/disability; retirement provisions allow continued vesting subject to covenants; if awards are not assumed at CIC, vesting/settlement accelerates per plan terms .
- Note: CDW’s 2024 proxy details these terms for NEOs; Kumar’s specific agreement has not been disclosed in the filings reviewed .
Track Record and Execution
- Since joining in 2025, Kumar has “accelerated CDW’s AI offerings and internal capabilities” and “crystallized” a long-term advisory and platform roadmap; his role was expanded in October 2025 to integrate product and partner management for a more connected customer experience, signaling CEO confidence and strategic emphasis on services-led growth and AI .
- Company performance context during his onboarding: Q3 2025 Non-GAAP net income of $357.2 million and Non-GAAP diluted EPS of $2.71; Non-GAAP operating income for Q3 2025 was $530.6 million (9.2% margin) versus $534.0 million (9.7%) in Q3 2024, reflecting disciplined execution with continued transformation and workplace optimization adjustments added back in Non-GAAP results .
Compensation Committee and Governance Context
- Pay-for-performance emphasis: significant variable pay, double-trigger CIC vesting, robust stock ownership guidelines, and clawbacks; no 280G tax gross-ups; no repricing of underwater options without shareholder approval .
- Say-on-Pay support: approximately 91% approval at the 2024 annual meeting; average ~96% since IPO, evidencing durable shareholder support for CDW’s program design .
- Compensation peer group used for benchmarking includes Accenture, Arrow, Avnet, CGI, Cognizant, Flex, HPE, Insight, Jabil, LKQ, TD SYNNEX, WESCO, W.W. Grainger, Henry Schein, Genuine Parts, among others; updated in 2025 to better align market cap (addition of IBM; removal of DXC and Best Buy) .
Investment Implications
- Alignment and selling-pressure risk: Initial Form 3 shows zero holdings as of August 13, 2025; with hedging and pledging prohibited and 3x-salary ownership guidelines for executive officers, near-term selling pressure appears limited while future equity grants will build skin-in-the-game over time .
- Incentive design: CDW’s mix (60% PSUs/20% options/20% RSUs) and PSU metrics (adjusted EPS, adjusted FCF) create strong linkage to profitable growth and cash generation; 2024’s 0% SMIP payout underscores discipline if thresholds are not met, reducing pay inflation risk and reinforcing signal value when payouts occur .
- Retention and change-in-control economics: For NEOs, severance = 2x salary+bonus with double-trigger equity acceleration and no 280G gross-ups, a market-standard construct that balances retention with shareholder protections; Kumar’s specific agreement is not yet disclosed, so monitor forthcoming 8‑K/Proxy for terms and initial equity grants (grant size/vesting will inform retention risk and future selling cadence) .
Sources
- Appointment/role expansion and responsibilities
- Q3 2025 Non-GAAP results and reconciliations
- Cash flow and non-GAAP reconciliations context
- Form 3 (initial beneficial ownership)
- Ownership base (shares outstanding)
- SMIP design/targets/outcome
- LTI mix and PSU metrics
- PSU payout (2022–2024)
- Clawbacks and award-level recoupment
- CIC/severance and equity acceleration framework
- Hedging/pledging prohibitions and ownership guidelines
- Say-on-Pay support and practices
- Peer group and benchmarking approach