Dee Burger
INSIGHT ENTERPRISESAbout Dee Burger
Dee Burger is President, North America at Insight Enterprises (NSIT). He joined in May 2022 after 29 years at Capgemini, where he led global business lines in North America and held leadership roles across business services, engineering, strategy, consulting, and innovation/digital services; he is currently age 55 per the FY2024 10-K executive roster . Insight’s compensation program ties annual incentives for Burger to segment financials (INA EFO, Core Services GP growth, Cloud GP growth) and long-term PSUs to ROIC and rTSR; in 2024, the company reported record gross margin and record operating cash flow, reflecting growth in cloud and services profitability and pricing initiatives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capgemini | Led global business lines in North America; prior roles spanning business services, engineering, U.S. strategy & portfolio, consulting, innovation & digital | 29 | Integration of M&A; scaled digital and cloud solutions; led business applications and transformation initiatives |
External Roles
- No external public company directorships disclosed in Insight’s filings; Burger’s employment agreement restricts board service without CEO consent .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $625,000 | $650,000 | $670,000 |
| Target Bonus (%) | 100% | 100% | 100% |
| Actual Bonus Paid ($, NEIPC) | $746,490 | $703,300 | $238,520 |
| One-time Bonus ($) | $250,000 | $250,000 | — |
Performance Compensation
Annual Cash Incentive Plan (2024)
| Metric (INA) | Weighting | Target | Actual | Payout (as % of Target) | Vesting |
|---|---|---|---|---|---|
| EFO (segment earnings from operations) | 50% | Not disclosed | Not disclosed | Overall plan paid 35.6% of target for Burger | Cash (N/A) |
| Core Services GP Growth | 25% | Not disclosed | Not disclosed | Included in above | Cash (N/A) |
| Cloud GP Growth | 25% | Not disclosed | Not disclosed | Included in above | Cash (N/A) |
Long-Term Equity-Based Incentives
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Equity Mix | Performance RSUs (ROIC, rTSR) + Service RSUs | 60% Performance RSUs / 40% Service RSUs | 60% Performance RSUs / 40% Service RSUs |
| PSUs – ROIC performance outcome | 112.5% of target (earned) | 100% of target (earned, converts to time-based RSUs) | 100% of target (earned, converts to time-based RSUs) |
| PSUs – rTSR performance period | 1/1/2022–12/31/2024 (cliff vest if earned) | 1/1/2023–12/31/2025 (cliff vest if earned) | 1/1/2024–12/31/2026 (cliff vest if earned; Ms. Bryan had 2-year) |
| Grant Date Fair Value – Stock Awards ($) | $3,086,558 | $2,054,867 | $1,221,590 |
| Target Equity Value ($) | — | $1,600,000 | $1,150,000 |
| rTSR Valuation Note | Monte Carlo fair value 120.64% of target ($213.77 per share, Feb 2024 grants) | — | See note (above) |
Vesting Schedule – Upcoming Tranches (Burger)
| Date | Shares |
|---|---|
| Feb 2024 | 1,789 |
| Jun 2024 | 13,289 |
| Jan 2025 | 3,200 |
| Feb 2025 | 1,788 |
| Mar 2025 | 2,203 |
| Jun 2025 | 2,621 |
| Jan 2026 | 2,299 |
| Feb 2026 | 1,787 |
| Mar 2026 | 2,203 |
Equity Ownership & Alignment
| Item | 2024 | 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 8,414; <1% of outstanding | 20,090; <1% of outstanding |
| Unvested, Earned RSUs (#) | 14,073 | — |
| Unvested PSUs – Unearned (#) | 5,572 | — |
| Market Value of Unvested Earned RSUs ($) | $2,140,503 (at $152.10/sh) | |
| Market Value of Unearned PSUs ($) | $847,501 (at $152.10/sh) | |
| Stock Ownership Guidelines | 3x base salary for executive officers; 5x→6x CEO updated; 5-year compliance window | |
| Compliance Status | As of 12/31/2024, all NEOs except Gregory had attained previously required level | |
| Hedging/Pledging | Prohibited (hedging, short sales, pledging) |
Employment Terms
- Start date and role: Employment agreement entered March 2022; commenced May 2022 as President, North America, reporting to CEO; location Chandler, AZ; auto-renewing one-year terms; board service restricted without CEO consent .
- Restrictive covenants: 12-month non-compete and non-solicit, confidentiality .
- Severance (without cause/good reason): 1x annual base salary, prorated annual cash incentive for year of termination, up to 12 months benefits (paid over 12 months) .
- Change-in-control (double-trigger within 12 months): 1x highest base salary, prorated annual cash incentive (lump sum), full vesting of all equity awards, up to 12 months benefits; excise tax cutback applies unless “de minimis” >25% threshold .
- Disability/Death: Lump sum equal to 90 days base salary plus prorated annual cash incentive (timing per agreement) .
Potential Payments (Hypothetical)
| Trigger | 2022 Total ($) | 2023 Total ($) | 2024 Total ($) |
|---|---|---|---|
| Termination Without Cause/Good Reason | $1,392,577 (Sev $1,371,490; Benefits $21,087) | $1,375,351 (Sev $1,353,300; Benefits $22,051) | $932,727 (Sev $908,520; Benefits $24,207) |
| CIC – Involuntary Termination | $4,641,325 (incl. equity $3,248,748) | $6,811,065 (incl. equity $5,524,607) | $3,719,199 (incl. equity $2,786,472) |
| CIC – Without Termination | $3,248,748 (equity only) | — | — |
| Disability | $902,740 | $1,934,964 (incl. equity $1,069,164) | $1,952,117 (incl. equity $1,546,097) |
| Death | $3,936,509 (incl. equity $3,033,769) | $5,539,363 (incl. equity $4,673,563) | $2,878,406 (incl. equity $2,472,386) |
Performance & Track Record
- Operational leadership: Immediately plugged into Insight’s transformation plans; public investor materials highlighted Burger’s role in executing sales transformation, pricing, and solutions strategy .
- Company results context: 2024 achieved record gross margin and record operating cash flow, with cloud and services driving profitability; supports linkage to Burger’s incentive metrics (Core Services GP, Cloud GP) .
Compensation Peer Group (Benchmarking)
- Transitioned to a Technology Solutions Peer Group (21 companies) aligning with hardware, software, and services providers (e.g., Arrow, Avnet, CDW, EPAM, DXC, HPE, Jabil, Kyndryl, ScanSource, WESCO, Flex) – used for 2024/2025 pay reviews .
- Prior years used Technology Distribution and Broad Industry peer groups; 2022 study included Arrow, Avnet, CDW, Jabil, etc. .
Say-on-Pay & Governance Signals
- Say-on-Pay approvals: ~98% (2021) ; ~99% (2022) ; ~98% (2023) .
- Committee practices: Independent committee, independent consultant, robust stock ownership guidelines, clawback policy updated Oct 2023 to NASDAQ standards; hedging/pledging prohibited .
Investment Implications
- Pay-for-performance alignment: Burger’s annual incentives are tied 50/25/25 to INA EFO, Core Services GP growth, and Cloud GP growth; 2024 payout at 35.6% indicates disciplined calibration in a tougher year for segment targets . Long-term equity emphasizes performance (60% PSUs) with ROIC outcomes at or above target and rTSR multi-year cliffs, balancing retention and shareholder value creation .
- Retention/overhang: Significant scheduled vesting through 2026 (e.g., tranches in 2025/2026), and unvested earned RSUs plus unearned PSUs represent meaningful deferred compensation; hedging/pledging prohibitions reduce misalignment, while 3x salary ownership guideline tightens alignment—overall low “forced seller” pressure but monitor vesting windows for incremental supply .
- Change-in-control economics: Double-trigger equity acceleration with 1x salary and prorated bonus is moderate versus market; excise cutback provision and 12-month non-compete/non-solicit mitigate windfall and protect franchise—limited golden parachute risk inflation observed year-over-year as equity values shift with stock price .
- Signals to watch: Payout dispersion across NEOs (Burger’s 35.6% vs peers) highlights segment-specific execution risk/opportunity; peer group evolution to technology solutions may pressure target equity values over time; say-on-pay strength (>98–99%) suggests investor support for plan design .