Virginia Addicott
CDWAbout Virginia C. Addicott
Independent director at CDW since 2016, age 61, serving on the Audit and Nominating & Corporate Governance Committees. Former President & CEO of FedEx Custom Critical (2007–2019) with prior leadership roles at FedEx Custom Critical and Roberts Express, bringing senior operating, technology innovation, finance/risk, and people & culture expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Custom Critical | President & Chief Executive Officer | Jun 2007 – Dec 2019 | Led expedited freight carrier operations |
| FedEx Custom Critical | Division Managing Director, Service & Safety; Division VP, Operations & Customer Service | 1999–2001 | Operations leadership |
| Roberts Express, Inc. (acquired by FedEx Custom Critical in 1999) | Various operations roles | ~1986–1999 | Ground operations experience |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Element Fleet Management Corp. | Director (Public company) | Current | Governance exposure; network interlocks potential to monitor |
| Smithers-Oasis Company | Director | Current | — |
| Student Transportation of America | Director | Current | — |
| Akron Children’s Hospital | Chair, Board of Directors | Current | Community leadership; stakeholder engagement |
| Kent State University Foundation | Director | Current | — |
Board Governance
- Committee assignments: Audit; Nominating & Corporate Governance (not a chair) .
- Independence: Board determined all directors other than the CEO to be independent; Addicott is independent .
- Attendance and engagement: The Board held six meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings and attended the 2024 annual meeting .
- Committee activity cadence: Audit met 9 times in 2024 (all members independent; all designated “audit committee financial experts”); Nominating & Corporate Governance met 4 times (all members independent) .
- Governance practices: 15-year board term limit, majority vote with resignation policy, proxy access, special meeting rights, independent executive sessions, restrictions on outside board service (non-executive directors limited to 4 public company boards including CDW) .
- Insider trading policy: Prohibits hedging, short sales, and pledging of Company securities—reducing alignment risk .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 112,500 | 177,482 | 289,982 |
- Director program elements: Committee chair retainers ($20,000 Audit; $20,000 Compensation; $15,000 Nominating & Corporate Governance); annual Board RSU grant; Lead Independent Director equity award ($35,000) .
- Deferral: Directors may defer cash retainers under the CDW Director Deferred Compensation Plan; RSUs may be deferred in 5-year increments .
- RSU vesting: Annual Board RSU grants vest on the first anniversary of grant; prorated vesting on certain departures .
Performance Compensation
- Structure: Non-employee director equity is delivered via time-based RSUs; no disclosed performance metrics for director equity awards (i.e., no PSU metrics for directors) . | Equity Award Element | Metric/Condition | Vesting/Terms | Addicott Detail | |---|---|---|---| | Annual Board RSUs | None (time-based) | Vest at first anniversary; deferrable in 5-year increments | 2024 grant date fair value $177,482; number of units not disclosed in proxy |
Other Directorships & Interlocks
| Company | Sector Alignment to CDW | Interlock/Conflict Notes |
|---|---|---|
| Element Fleet Management Corp. | Fleet management; not a disclosed CDW vendor/partner | No related-party transactions disclosed involving Addicott; monitor for any procurement/IT overlap |
| Non-profit and private boards listed above | — | No conflicts disclosed |
Expertise & Qualifications
- Senior Leadership; Public Company Board Service; Global; Technology Innovation; Finance, Accounting & Risk Management; People and Culture (per Board skills matrix) .
- Audit committee experience; Board governance participation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Virginia C. Addicott | 15,459 | <1.0% (*) | Includes RSUs currently vested or vesting within 60 days |
| RSUs Outstanding (Director Table) | 15,459 | — | Includes deferred RSUs and dividend equivalents |
- Director stock ownership guidelines: Minimum 5× the Board’s annual cash retainer; counts shares owned and vested RSUs with deferred settlement; unvested RSUs do not count. As of record date, all non-employee directors were in compliance .
- Hedging/pledging: Prohibited by policy (alignment positive signal) .
Governance Assessment
- Board effectiveness: Addicott contributes operational rigor from FedEx and audit oversight through her Audit Committee role; the Audit Committee’s “financial expert” designation across all members enhances investor confidence in financial reporting oversight .
- Alignment and incentives: Balanced director pay mix (cash + RSUs) with ownership guidelines and anti-hedging/pledging strengthen alignment; her beneficial ownership and RSU holdings signal stake in outcomes though position size is naturally modest for outside directors .
- Independence and engagement: Independent status, committee service on two key governance bodies, and meeting attendance thresholds met support effective oversight and engagement .
- Conflicts/related-party exposure: No related-person transactions disclosed involving Addicott; Company maintains formal related-party review procedures via the Audit Committee—low conflict risk .
- Shareholder signals: Strong say‑on‑pay support (~91% in 2024; ~96% average since IPO) and robust governance features (majority vote, proxy access, term limits) contribute to confidence in the Board’s responsiveness and accountability .
Red Flags: None identified specific to Addicott. Company-wide policies prohibit hedging/pledging, there are no poison pills, and no director-specific attendance or pay anomalies were disclosed for her .