Catherine Courage
INSIGHT ENTERPRISESAbout Catherine Courage
Independent director of Insight Enterprises (NSIT) since 2016; age 50; currently Vice President of Experience for Consumer Products at Google and previously senior customer experience roles at DocuSign, Citrix, Salesforce, and Oracle. The Board affirms her independence under Nasdaq standards; however, she attended less than 75% of the total Board and applicable committee meetings in 2024, a governance red flag for attendance and engagement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vice President of Experience for Consumer Products (formerly Ads & Commerce) | Since Oct 2016 | Leads brand design and customer experience in consumer products | |
| DocuSign | SVP, Customer Experience | Jun 2015 – Sep 2016 | Customer experience leadership |
| Citrix | SVP, Customer Experience | Mar 2009 – May 2015 | Customer experience leadership |
| Salesforce.com | Customer experience roles | ~9 years (prior to Oracle and Citrix) | CX leadership |
| Oracle | Customer experience roles | ~9 years (across Salesforce/Oracle period) | CX leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| MasterBrand, Inc. (public) | Director | Current | Audit; Nominating, Environmental, Social, and Governance |
Board Governance
- Committee memberships: Compensation Committee member; Nominating & Governance Committee member. Not a chair.
- Independence: Board determined she is independent; all Audit, Compensation, and Nominating & Governance committees comprise independent directors.
- Attendance: Board held nine meetings in 2024; all directors except Catherine Courage attended at least 75% of Board and applicable committee meetings; all then-serving directors attended the 2024 Annual Meeting. RED FLAG: sub-75% attendance.
- Committee activity levels: Audit (10 meetings), Compensation (6), Nominating & Governance (4) in 2024.
- Leadership context: Independent Chair (Timothy Crown) and Presiding Director (Anthony Ibargüen). Executive sessions framework in place.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Board Retainer (cash) | $90,000 | Paid quarterly |
| Compensation Committee member retainer | $10,000 | Paid quarterly |
| Nominating & Governance Committee member retainer | $5,000 | Paid quarterly |
| Total Cash Fees (2024 actual) | $105,000 | Matches fee detail in director comp table |
Performance Compensation (Director)
Directors receive service-based RSUs; no performance metrics apply to director equity grants.
- Annual RSU grant value: $200,035 (grant date May 21, 2024; vests ratably over three years; fully vests upon retirement subject to conditions).
- Unvested director RSUs as of Dec 31, 2024: 2,283.
| Metric | Applies to Director Grants? | Details |
|---|---|---|
| Revenue/EFO growth | No | Not used for director equity |
| rTSR / ROIC | No | Executive LTIs only |
| Vesting schedule | Yes | RSUs vest ratably over 3 years; retirement vesting per policy |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|---|
| MasterBrand, Inc. | Public | Director | Audit; Nominating/ESG | No NSIT-related related-party transactions disclosed |
| NSIT Compensation Committee | — | Member | — | No compensation committee interlocks; no insider participation issues disclosed |
Expertise & Qualifications
- Customer experience and brand design expertise with leading IT companies; strategic value as NSIT deepens services and solutions orientation.
- Technology industry background across SaaS, enterprise software, and consumer tech.
Equity Ownership
| Item | Amount | Source/Notes |
|---|---|---|
| Beneficial ownership (shares) | 10,511 | As of Feb 28, 2025 |
| Shares outstanding | 31,910,334 | As of Feb 28, 2025 |
| Ownership as % of outstanding | ~0.033% | Computed from 10,511/31,910,334 with cited inputs |
| Unvested director RSUs | 2,283 | As of Dec 31, 2024 |
| Stock ownership guideline | 5x annual retainer | To be met within 5 years |
| Compliance status | In compliance | As of Dec 31, 2024, all non-employee directors other than Foutty/Reichert had attained required ownership |
| Hedging/pledging policy | Prohibited | Insider Trading Policy prohibits hedging, short sales, pledging by directors |
Insider Trades and Section 16(a) Compliance
| Item | Status | Notes |
|---|---|---|
| Late filings | None disclosed for Courage | Two new directors (Foutty, Reichert) filed late Form 4 due to EDGAR code delays; otherwise timely filings in 2024 |
Governance Assessment
- Attendance and engagement: Sub-75% attendance in 2024 is a material governance concern that can affect proxy advisor views and investor confidence; warrants explanation and remediation. RED FLAG.
- Committee effectiveness: Active roles on Compensation and Nominating & Governance align with her expertise in CX and talent; committees are fully independent.
- Independence and conflicts: Board independence affirmed; no related-party transactions involving Courage disclosed, and compensation committee interlocks not present.
- Ownership alignment: Meets 5x retainer ownership guideline and holds unvested RSUs; hedging/pledging prohibited—positive alignment signals.
- Compensation structure: Director pay balanced between cash and time-vested equity; 2024 program increased RSU value to align with market; no changes for 2025. No performance metrics tied to director pay.
- Shareholder context: Strong say-on-pay support (98% in 2024) indicates overall compensation program credibility, though not specific to director pay.