Joyce Mullen
INSIGHT ENTERPRISESAbout Joyce Mullen
President and Chief Executive Officer of Insight Enterprises since January 1, 2022; joined Insight in October 2020 as President, North America; age 63; currently also serves as a director of The Toro Company . Under her leadership in 2024, Insight delivered record gross margin of 20.3% and record operating cash flow of $633 million, though net sales declined 5% to $8.7B and GAAP diluted EPS fell 13% to $6.55; a $100 investment in 2019 grew to $216 by year‑end 2024 (dividends reinvested) . Insight emphasizes pay-for-performance: approximately 89% of Mullen’s 2024 target total direct compensation was variable/at‑risk, linked to Adjusted ROIC, relative TSR, and annual EFO/services/cloud gross profit metrics . On November 14, 2025, Insight disclosed Mullen intends to retire as CEO and as a director upon appointment of a successor; she will transition to EVP, Strategic Development through March 31, 2028, with a $300,000 base salary beginning April 1, 2026 or upon transition, per a new employment agreement to be filed with the 2025 10‑K .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Insight Enterprises | President & CEO | 2022–present | Leading pivot to higher-margin services/cloud; record gross margin and cash flow in 2024 . |
| Insight Enterprises | President, North America | 2020–2021 | Managed largest segment prior to CEO appointment . |
| Dell Technologies | President, Global Channel, Embedded & Edge Solutions | Not disclosed | Senior commercial leadership across channels, embedded/edge solutions . |
| Dell Technologies | SVP & GM, Global OEM & IoT Solutions | 2015–2017 | Built OEM/IoT growth platform . |
External Roles
| Organization | Role | Years | Committee roles |
|---|---|---|---|
| The Toro Company (public) | Director | Not disclosed | Not disclosed in NSIT proxy . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of salary) | Target Bonus ($) | Actual Bonus (% of target) | Actual Bonus Paid ($) |
|---|---|---|---|---|---|
| 2024 | 1,000,000 | 150% | 1,500,000 | 49.1% | 736,500 |
| 2025 | 1,000,000 (unchanged) | 150% | — | — | — |
Performance Compensation
2024 Annual Cash Incentive – Structure and Outcome (CEO)
| Metric | Weighting | Target/Threshold/Max Definition | 2024 Actual | Payout for Metric |
|---|---|---|---|---|
| IEI EFO (Adj.) | 50% | Threshold 80% of budget (50% payout), Max 120% (200% payout) | $502.4m vs $560.9m target | 74.0% of target component |
| Core Services GP Growth (IEI) | 25% | Threshold 11.9%, Max 39.2% YoY | +15.3% YoY | 48.3% of target component |
| Cloud GP Growth (IEI) | 25% | Threshold 22.5%, Max 58.5% YoY | +20.0% YoY | 0% of target component |
Total 2024 CEO cash incentive earned: 49.1% of target = $736,500 .
2024 Long‑Term Equity Program – CEO Awards and Vesting
| Award Type | Grant Date(s) | Target Shares | Performance Period | Vesting |
|---|---|---|---|---|
| Service‑based RSUs (40%) | Feb 20, 2024 | 14,235 | N/A | Ratable over 3 years from Feb 20, 2025 |
| Performance RSUs – ROIC (30%) | Jan 1 & Feb 20, 2024 | 10,676 | FY2024 | Earned at 100% due to strategic objective override tied to Infocenter acquisition; vests ratably over 3 years from Feb 20, 2025 |
| Performance RSUs – rTSR (30%) | Jan 1 & Feb 20, 2024 | 11,006 | Jan 1, 2024–Dec 31, 2026 | 0–200% payout; cliff vests after certification post‑period |
rTSR payout scale: 30th percentile = 50%; 55th = 100%; 80th = 200% (linear interpolation) .
Outstanding and Scheduled Vesting
| As of Dec 31, 2024 | Shares |
|---|---|
| Earned but not vested | 57,093 |
| Unearned performance shares (at target) | 23,891 |
| Scheduled Vesting (subject to service/performance) | Shares |
|---|---|
| Feb 2025 | 30,950 |
| Nov 2025 | 2,386 |
| Feb 2026 | 33,842 |
| Feb 2027 | 13,806 |
2024 realized vesting (gross): 21,489 shares; awards are net‑share settled to cover taxes .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 28, 2025) | 61,138 shares (<1% of shares outstanding) . |
| Ownership as % of shares outstanding | ~0.19% (61,138 / 31,910,334; arithmetic based on disclosed figures) . |
| Stock ownership guidelines | CEO: 6x base salary (five‑year transition); other execs: 3x; as of Dec 31, 2024, all NEOs except Mr. Gregory had attained their previously required level . |
| Hedging/shorting/pledging | Prohibited for executives and directors . |
| Option overhang | Company has not granted stock options since 2007; current equity grants are RSUs/performance shares . |
| Director pay | CEO receives no additional compensation for board service . |
Employment Terms
| Provision | Key terms |
|---|---|
| Employment agreement effective | October 14, 2021 (CEO agreement) . |
| Severance (without cause/good reason) | 2x base salary + 2x prior-year annual cash bonus; prorated current-year bonus; up to 18 months benefits . |
| Change‑in‑control (double‑trigger) | 2.5x highest base salary + 2.5x prior‑year bonus; prorated bonus; full equity vesting; up to 18 months benefits; 280G cutback unless difference >25% . |
| Non‑compete / non‑solicit | 12 months post‑termination . |
| Clawback policy | Nasdaq‑compliant incentive compensation recovery policy adopted Oct 2, 2023 . |
| Tax gross‑ups | Company does not offer tax gross‑ups for changes in control . |
| Hypothetical payout values (Dec 31, 2024) | Termination w/o cause or for good reason: $5,802,876 severance + $41,222 benefits; CIC involuntary termination: $7,069,470 severance + $11,756,265 equity + $41,222 benefits; disability: $986,500 severance + $7,454,421 equity; death: $986,500 severance + $10,174,121 equity (equity based on $152.10 close) . |
| Transition plan (2025 8‑K) | Plans to retire as CEO and director upon successor appointment; to serve as EVP, Strategic Development through Mar 31, 2028; base $300,000 starting Apr 1, 2026 or upon transition (agreement to be filed with 2025 10‑K) . |
Board Governance (including dual‑role implications)
- Board composition: all independent except Mullen (CEO); independent Chair (Timothy A. Crown) and Presiding Director (Anthony A. Ibargüen) ensure separation of powers and independent oversight .
- Committee independence: Audit, Compensation, and Nominating & Governance Committees are fully independent; CEO Mullen is not a member of board committees .
- Attendance: Board held 9 meetings in 2024; all directors except one (Catherine Courage) attended ≥75% of their meetings; all then‑serving directors attended the 2024 annual meeting .
- Director compensation: CEO does not receive director fees/equity .
- Independence policies: robust insider trading policy prohibits hedging/short sales/pledging; strong governance documents on IR site .
Director Compensation (for reference)
Non‑employee director program: $90,000 cash retainer; committee retainers ($15k Audit, $10k Compensation, $5k N&G); Chair retainer $150k; annual RSU grant $200k (3‑year ratable vest). CEO does not receive director compensation .
Compensation & Incentives: Structure and Trends
- Mix and risk: ~89% of CEO 2024 target pay is variable/at‑risk, emphasizing long‑term equity (60% performance‑based RSUs tied to Adjusted ROIC and rTSR; 40% service‑based) .
- Year‑over‑year changes: CEO base increased 8% to $1,000,000 in 2024; equity target increased 2% to $6.5M; bonus target remained 150% of base .
- Outcomes vs metrics: 2024 annual incentive paid at 49.1% of target reflecting below‑budget EFO and under‑target cloud GP growth; Core Services GP growth partially paid .
- Pay versus performance (SEC CAP): 2024 “compensation actually paid” to CEO was negative ($3.18m), indicative of equity mark‑to‑market declines despite $216 cumulative TSR since 2019 and $249.7m net earnings; Adjusted non‑GAAP ROIC 15.28% .
- Say‑on‑pay support: ~98% approval in 2024, indicating strong shareholder alignment .
Equity Ownership & Vesting Pressure Indicators
- Significant scheduled vesting in Feb 2025 (~30.9k shares) and Feb 2026 (~33.8k shares) could create periodic supply; Insight uses net‑share settlement for taxes, reducing open‑market selling by executives .
- Hedging/pledging prohibited; options not used (only RSUs/PSUs since 2007), lowering leverage/pledge risk .
Performance & Track Record
- 2024 highlights: gross profit up 6% to $1.8B; gross margin up ~210 bps to 20.3%; operating cash flow $633m; net sales down 5% to $8.7B; GAAP diluted EPS $6.55; Adjusted diluted EPS $9.68 .
- Strategic execution: focus on cloud/services (Azure, AWS, GCP, ServiceNow); acquisitions contributed to cloud gross profit; specific strategic objectives linked to equity outcomes (Infocenter acquisition override on ROIC PSUs) .
- Multi‑year shareholder returns: $100 invested at 12/31/2019 grew to $216 at 12/31/2024 (dividends reinvested) .
Compensation Committee & Peer Benchmarking
- Independent committee; uses Meridian Compensation Partners as independent consultant; robust governance and risk assessment; prohibitions on option repricing and tax gross‑ups .
- Technology Solutions peer group (e.g., CDW, DXC, EPAM, HPE, Jabil, WESCO, etc.) with median revenue ~$7.6B (2024 study) informs pay levels and design .
Related Party Transactions and Governance Red Flags
- No related person transactions requiring disclosure since start of 2024 .
- Hedging/pledging prohibited; no option repricing without shareholder approval; no CIC tax gross‑ups; strong say‑on‑pay result mitigates governance risk .
Employment Transition and Succession
- Mullen intends to retire as CEO and director upon successor’s appointment; to serve as EVP, Strategic Development through March 31, 2028; $300,000 base from April 1, 2026 or upon transition (new agreement to be filed with 2025 10‑K) .
Investment Implications
- Pay-for-performance alignment appears strong: below‑target 2024 bonuses, ROIC/rTSR‑weighted LTI, and negative CAP in 2024 demonstrate sensitivity to results and shares; 98% say‑on‑pay lowers governance risk .
- Equity supply cadence: concentrated vesting in Feb 2025/Feb 2026 and potential rTSR cliff in early 2027 could create episodic liquidity, though net‑share settlement reduces open‑market sales .
- Retention economics meaningful in change‑in‑control (2.5x salary+bonus plus full vesting), which could influence negotiations in strategic scenarios; absent CIC, severance is 2x salary+bonus with 12‑month covenants .
- Succession watch: the announced CEO transition and eventual step‑down from the board introduce leadership change risk; near‑term clarity on successor and strategic continuity will be key catalysts for sentiment .