Sona Chawla
Chief Growth and Innovation Officer and Executive Vice President at CDW
Executive
About Sona Chawla
Chief Growth and Innovation Officer and Executive Vice President at CDW since 2020, responsible for strategy, corporate development, marketing, digital, product and partner management, supply chain and technology; she previously led digital transformation and large-scale operations at Kohl’s (President/COO) and Walgreens (President of Digital/CMO), with earlier roles at Dell and Wells Fargo’s Internet Services Group . She holds an SM from MIT Sloan and a BA from Wellesley College . Company performance indicators tied to pay-for-performance include five-year Pay vs Performance disclosures: 2024 TSR $129.08, peer TSR $172.58, net income $1,077.8M, and adjusted EPS 9.59 (with TSR, net income and EPS series shown in the Pay Versus Performance table) . CDW’s 2022–2024 PSUs paid at 140.71% of target on cumulative adjusted EPS and FCF, evidencing above-target long-term performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact | Source |
|---|---|---|---|---|
| CDW | Chief Growth & Innovation Officer and EVP | 2020–present | Leads strategy, corp dev, marketing, digital, product/partner mgmt, supply chain, technology to drive growth and customer experience | https://www.cdw.com/content/cdw/en/about/overview/our-leadership/sona-chawla.html |
| Kohl’s | President; previously Chief Operating Officer; President‑Elect | 2015–2019 | Led omnichannel operations including stores, e‑commerce, tech, infosec, logistics & supply chain, and corporate strategy | https://investors.carmax.com/governance/board-of-directors/person-details/default.aspx?ItemId=efe88625-377e-4775-a9f9-296ec6c8f15f |
| Walgreens | President of Digital & CMO; previously President, E‑commerce | 2011–2015 | Integrated digital, marketing and loyalty; scaled Balance Rewards and digital platforms | https://www.walgreensbootsalliance.com/news-media/press-releases/2013/walgreens-appoints-sona-chawla-to-newly-created-role-as-president-of-digital-and-chief-marketing-officer |
| Dell | VP, Global Online Business | 2006–2008 | Led global online business initiatives | https://www.walgreensbootsalliance.com/news-media/press-releases/2013/walgreens-appoints-sona-chawla-to-newly-created-role-as-president-of-digital-and-chief-marketing-officer |
| Wells Fargo | EVP, Online Sales, Service & Marketing (Internet Services Group) | 2000–2006 | Drove online sales/service transformation | https://investors.carmax.com/governance/board-of-directors/person-details/default.aspx?ItemId=efe88625-377e-4775-a9f9-296ec6c8f15f |
| Accenture; Mitchell Madison Group | Consultant | 1994–2000 | Strategy and operations consulting | https://www.walgreensbootsalliance.com/news-media/press-releases/2013/walgreens-appoints-sona-chawla-to-newly-created-role-as-president-of-digital-and-chief-marketing-officer |
External Roles
| Organization | Role | Years | Notes | Source |
|---|---|---|---|---|
| CarMax (KMX) | Independent Director | 2012–present | Board member; CERT Cybersecurity Oversight certification noted | https://investors.carmax.com/governance/board-of-directors/person-details/default.aspx?ItemId=efe88625-377e-4775-a9f9-296ec6c8f15f |
| Primark | Strategic Advisory Board | n/a | Advisory role | https://www.cdw.com/content/cdw/en/about/overview/our-leadership/sona-chawla.html |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 645,577 | 675,000 | 686,885 |
| All Other Compensation ($) | 17,114 | 13,808 | 9,430 |
Notes: CDW targets base salaries below market median and uses incentive opportunities to bring total cash toward median .
Performance Compensation
Summary Compensation Elements (multi-year)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 1,425,045 | 1,500,034 | 2,651,855 |
| Option Awards ($) | 1,439,969 | 1,499,984 | 662,995 |
| Non-Equity Incentive (SMIP) ($) | 1,196,250 | 0 | 0 |
| Total ($) | 4,723,955 | 3,688,826 | 4,011,165 |
Annual Cash Incentive (SMIP) – 2024
| Metric | Weighting | Target (SMIP $) | Actual Company Result | Payout |
|---|---|---|---|---|
| Non‑GAAP Operating Income | 100% | 865,000 | $1,950.9M (below threshold) | $0 |
2023 SMIP paid 0 to all NEOs . Target SMIP opportunities are set above median to balance below-median base salaries .
Long‑Term Incentives – 2024 Grants and Structure
| Vehicle | Weight of LTI | Grant Date | Shares/Units | Exercise Price | Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|---|---|
| PSUs (2024–2026) | 60% | 3/6/2024 | Threshold 2,012; Target 8,046; Max 16,092 | n/a | 1,988,891 | 3‑yr performance; 50% cumulative adjusted FCF, 50% cumulative adjusted EPS; 0–200% payout |
| Stock Options | 20% | 3/6/2024 | 8,635 | $247.19 | 662,995 | 1/3 vest annually; 10‑yr term |
| RSUs | 20% | 3/6/2024 | 2,682 | n/a | 662,964 | 1/3 vest annually |
Long‑Term Incentives – Realized/Performance Outcomes
| Award | Performance Period | Company Performance | Payout | Shares Vested/Value |
|---|---|---|---|---|
| 2022 PSU award | 2022–2024 | Cumulative adjusted EPS $29.42; cumulative adjusted FCF $3,947.2M | 140.71% of target | Shares earned: 11,706; value realized on vesting: $2,037,253 (12/31/2024) |
| Option exercises | n/a | n/a | n/a | 44,351 options exercised; value realized $6,042,126 (2024) |
Equity Ownership & Alignment
Beneficial Ownership (as of March 1, 2025)
| Holder | Beneficial Shares | % of Outstanding | Breakdown |
|---|---|---|---|
| Sona Chawla | 119,515 | <1.0% (based on 132,509,805 shares outstanding) | Includes 93,540 options currently exercisable or within 60 days and 904 RSUs vesting within 60 days |
Outstanding Equity Awards (12/31/2024)
| Type | Status | Shares/Units | Exercise Price | Expiration | Market/Payout Value |
|---|---|---|---|---|---|
| Stock Options | Exercisable | 7,477 @ $98.21 | 98.21 | 3/9/2030 | — |
| Stock Options | Exercisable | 34,346 @ $154.47 | 154.47 | 3/9/2031 | — |
| Stock Options | Exer./Unexer. | 22,294 / 11,147 @ $171.30 | 171.30 | 2/24/2032 | — |
| Stock Options | Exer./Unexer. | 7,699 / 15,399 @ $212.62 | 212.62 | 2/15/2033 | — |
| Stock Options | Unexercisable | 8,635 @ $247.19 | 247.19 | 3/6/2034 | — |
| RSUs | Unvested | 2,713 | n/a | n/a | $472,216 |
| PSUs (unearned) | Unvested (target-based) | 7,224 (2023 award tranche) | n/a | 12/31/2025 perf. end | $1,257,310 |
| PSUs (unearned) | Unvested (target-based) | 8,140 (2024 award tranche) | n/a | 12/31/2026 perf. end | $1,416,651 |
- Stock ownership guidelines: Chief Growth & Innovation Officer guideline = 5x salary; all continuing NEOs in compliance as of record date .
- Hedging/short sales/pledging: Prohibited by policy; no margin or pledging permitted .
- Nonqualified deferred compensation: No 2023–2024 executive contributions or balances for Chawla under NQDC .
Employment Terms
Severance – Qualifying Termination (absent Change in Control)
| Component | S. Chawla |
|---|---|
| Cash Severance | $1,380,000 |
| Welfare Benefits (est.) | $43,646 |
| Outplacement | $30,000 |
| Accelerated Equity | — (no acceleration absent special sign-on awards) |
| Total | $1,453,646 |
- Formula: Two times base salary plus two times SMIP bonus based on actual performance (pro‑rated bonus also payable); two years of benefits continuation; up to $30k outplacement; release required .
Severance – Qualifying Termination Following Change in Control (Double Trigger)
| Component | S. Chawla |
|---|---|
| Cash Severance | $3,024,300 |
| Accelerated Equity | $3,176,720 (at 12/31/2024 stock price, target assumption) |
| Welfare Benefits (est.) | $43,646 |
| Outplacement | $30,000 |
| Total | $6,274,666 |
- Design: Double‑trigger equity vesting under LTIP on qualifying termination post‑CIC; no 280G tax gross‑ups (cut‑back to avoid excise tax if net benefit higher) .
- Clawback: Complies with Nasdaq/Dodd‑Frank; incentive comp recoupment on restatement; awards also subject to clawback for non‑compete, non‑solicit, confidentiality breaches .
Compensation Structure Analysis
- 2024 pay mix skewed to equity: LTI value up vs 2023 (stock awards $2.65M vs $1.50M) while options grant value decreased ($0.66M vs $1.50M), increasing exposure to PSU/RSU outcomes; 2024 SMIP paid 0% on below‑threshold non‑GAAP operating income, reinforcing pay‑for‑performance .
- LTI design emphasizes long‑term value: PSUs at 60% weight with 0–200% payout on cumulative adjusted EPS and FCF; options and RSUs each 20% with three‑year ratable vesting .
- Outcome history: 2022–2024 PSU payout at 140.71% supports link between multi‑year financial execution and realized pay .
- Governance guardrails: Double‑trigger CIC vesting, no repricing without shareholder approval, robust ownership guidelines, and no 280G gross‑ups .
Performance & Track Record
- CDW Pay vs Performance (context during tenure): TSR values (value of $100) were 93.45 (2020), 146.60 (2021), 129.37 (2022), 166.67 (2023), and 129.08 (2024); net income ranged from $788.5M (2020) to $1,104.3M (2023) and $1,077.8M (2024); adjusted EPS progressed to 9.88 (2023) and 9.59 (2024) .
- Strategic initiatives: Company highlights her role in CDW’s digital transformation and the launch of Rubi, CDW’s digital platform and mobile app; CDW announced her planned retirement at end‑2025, with go‑to‑market reorganization to integrate growth/innovation with services/solutions .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: ~91% support at 2024 annual meeting; average ~96% since IPO, with no programmatic changes in response to 2024 vote .
Expertise & Qualifications
- Education: MIT Sloan SM; Wellesley BA .
- Domain expertise: Digital transformation, omni‑channel operations, online business, marketing, supply chain technology; CERT Cybersecurity Oversight certification noted by CarMax .
Equity Ownership & Alignment (Policy Highlights)
- Stock ownership guideline: CGIO 5x salary; in compliance .
- Hedging/pledging: Prohibited .
Risk Indicators & Red Flags
- Insider selling pressure: 44,351 options exercised in 2024 with $6.04M value realized; PSU vesting also delivered $2.04M in value—monitor upcoming RSU/option tranches and PSU payouts for supply overhang around vesting dates .
- Policies mitigate risk: No hedging/pledging, clawbacks, no option repricing without shareholder approval, and no 280G gross‑ups .
- Retention/transition risk: Announced retirement at end‑2025 indicates leadership transition; succession and team continuity should be monitored .
Investment Implications
- Pay-for-performance alignment is credible: zero 2024 SMIP payout on below‑threshold results and above‑target 2022–2024 PSU outcomes align realized pay with multi‑year EPS/FCF performance .
- Upcoming supply considerations: Ratable RSU/option vesting and multi‑year PSU cycles create periodic selling windows; 2024 exercises were sizable; monitor Form 4s around vesting dates for near‑term stock supply signals .
- Governance strong, alignment high: Robust ownership guidelines, hedging/pledging prohibitions, clawback policy, and double‑trigger CIC protection with 280G cutback support shareholder alignment and limit windfall risks .
- Transition watch: Planned 2025 retirement elevates execution and retention risk across growth/innovation functions; monitor KPI continuity (digital platform adoption, partner momentum) and organizational integration with services/solutions leadership .