Sanjay Mehrotra

About Sanjay Mehrotra

Independent director of CDW since 2021; age 66. Currently President & CEO of Micron Technology; previously President & CEO of SanDisk (2011–2016), which he co-founded in 1988, with earlier engineering roles at IDT, SEEQ, and Intel. At CDW, he serves as Compensation Committee Chair and a member of the Nominating & Corporate Governance Committee, bringing deep technology, global leadership, and finance/risk expertise per CDW’s skills matrix. Independence affirmed by the Board; all non-employee directors are independent.

Past Roles

Organization	Role	Tenure	Committees/Impact
Micron Technology, Inc.	President & Chief Executive Officer; Director	May 2017–present	Leads global memory/storage operations; public company board service
SanDisk Corporation	President & Chief Executive Officer; Co-founder	CEO 2011–2016; co-founded 1988	Grew flash storage business; executive leadership in technology innovation
Integrated Device Technology; SEEQ Technology; Intel	Design engineering positions	Not disclosed (pre-1988)	Semiconductor engineering foundations

External Roles

Organization	Role	Public Company?	Notes
Micron Technology, Inc.	President & CEO; Director	Yes	Only current public company directorship listed for Mehrotra

Board Governance

Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member. Compensation Committee met 4 times in 2024; Nominating & Corporate Governance met 4 times.
Independence: Board affirms independence of all directors other than the CEO; Mehrotra is independent.
Attendance & engagement: In 2024, the Board held 6 meetings; each director attended at least 75% of aggregate Board and applicable committee meetings and attended the 2024 Annual Meeting.
Governance structure: Independent Lead Director, fully independent committees, annual elections, 15-year Board term limit, majority vote with resignation policy, proxy access.
Board service limits: Executives of public companies may serve on up to 2 public company boards (including CDW); Mehrotra serves on CDW and Micron, consistent with policy.
Compensation Committee remit under Mehrotra’s chairship: CEO/executive pay, employment agreements, stock/incentive plan administration, clawback/recoupment policies, market trends.
Committee report: Compensation Committee recommended inclusion of CD&A; signed by Mehrotra as Chair.

Fixed Compensation

Item	2024 Amount/Terms
Fees Earned or Paid in Cash ($)	$132,500
Compensation Committee Chair Retainer	$20,000 (annual)
Nominating & Corporate Governance Chair Retainer	Not applicable to Mehrotra (he is a member, not Chair)
Meeting fees	None disclosed
Director Deferred Compensation Plan eligibility	Available; cash retainers may be deferred and notionally invested in 401(k) lineup

Performance Compensation

Equity Award	Grant Type	2024 Fair Value ($)	RSUs Outstanding (#)	Vesting	Performance Metrics
Annual Director Grant	RSUs	$177,482	1,800	RSUs vest on first anniversary of grant; settlement may be deferred in 5-year increments	None—time-based vesting (no performance conditions)

Other Directorships & Interlocks

Organization	Role	Committee Roles	Interlocks/Conflicts
Micron Technology, Inc.	President & CEO; Director	Not disclosed in CDW proxy	CDW disclosed no compensation committee interlocks required to be reported in 2024; no related-person transactions involving Mehrotra.

Expertise & Qualifications

Senior leadership, public company board service, global experience, technology innovation, finance/accounting/risk management (including cybersecurity), people & culture, government/regulatory.

Equity Ownership

Metric	Value	Notes
Aggregate shares beneficially owned	3,642 (includes 1,800 RSUs currently vested/vesting within 60 days)
Percent of outstanding shares	<1% (based on 132,509,805 shares outstanding as of March 1, 2025)
RSUs outstanding	1,800
Hedging/pledging	Prohibited by CDW insider trading policy (no hedging, short sales, margin/pledging)
Director stock ownership guideline	5x annual Board cash retainer; all non-employee directors in compliance as of record date

Insider Trades

Item	Disclosure
Section 16 compliance	Company believes all directors/officers complied with Section 16(a) in 2024; one late Form 4 was for a non-director (Peter Locy) due to administrative error

Governance Assessment

Committee leadership: Mehrotra chairs Compensation—central to pay design, clawback enforcement, and alignment of incentives with performance; formal clawback policy compliant with Nasdaq/Dodd-Frank, plus restrictive covenant clawbacks in equity awards. This supports accountability and investor alignment.
Independence and attendance: Independence affirmed; attendance thresholds met; participation at Annual Meeting—positive engagement signal.
Interlocks/conflicts: No compensation committee interlocks disclosed; no related-person transactions involving Mehrotra; hedging/pledging prohibited—low conflict risk and strong alignment.
Time-commitment controls: CDW limits executives of public companies to 2 boards (including CDW); Mehrotra serves on CDW and Micron—within policy, reducing overboarding risk.
Director pay structure: Cash plus time-based RSUs; no meeting fees disclosed; ownership guideline at 5x retainer with full compliance—alignment reinforced.
Board effectiveness backdrop: Independent committees, Lead Independent Director, majority vote, proxy access, annual elections and evaluations—robust governance framework.
Investor confidence signals: Say-on-pay approved by ~91% in 2024; ~96% average since IPO—indicates broad shareholder support for compensation governance overseen by the Compensation Committee.

RED FLAGS: None disclosed specific to Mehrotra (no related-party transactions, no interlocks, no hedging/pledging, attendance above threshold). Monitor ongoing time commitments given dual CEO role and two public boards within CDW’s limit.