Richard Allen
INSIGHT ENTERPRISESAbout Richard E. Allen
Independent director of Insight Enterprises, Inc. (NSIT) since 2012; age 68; primary occupation listed as Investor. Allen is designated an Audit Committee financial expert and serves as Chair of the Compensation Committee, reflecting deep finance and governance expertise from over 40 years in finance, accounting, and enterprise software leadership, including EVP Finance & Administration at J.D. Edwards and multiple public/private board roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.D. Edwards & Company | EVP, Finance & Administration; Director | 1985–2004 | Board member; senior finance/administration leadership |
| RightNow Technologies, Inc. | Director | 2004–Jan 2012 | Audit Chair; Compensation Committee member |
| HireRight, Inc. | Director | 2007–2009 | Audit Chair; Compensation Committee member |
| Various public/private companies (10+) | Director | Since 2004 | Audit committee chair roles at several cloud/software firms |
External Roles
- Current public company directorships for Allen are not disclosed in the 2025 proxy; prior public boards include RightNow Technologies and HireRight .
Board Governance
- Independence: Board affirmatively determined Allen is independent under Nasdaq standards; Board largely independent except the CEO .
- Committee assignments and roles:
- Audit Committee: Member; designated “audit committee financial expert”; committee held 10 meetings in 2024 .
- Compensation Committee: Chair; committee held 6 meetings in 2024 .
- Nominating & Governance Committee: Not disclosed as a member for Allen .
- Attendance/engagement: Board met 9 times in 2024; each director except Catherine Courage attended ≥75% of Board/committee meetings—Allen met at least the 75% threshold; all then-serving directors attended the 2024 Annual Meeting .
- Interlocks and conflicts: Compensation Committee members (including Allen) had no relationships requiring disclosure; no executive interlocks identified .
- Related-party oversight: Audit Committee reviews/approves related party transactions; none required disclosure since start of FY2024 .
- Governance practices: Clawback policy (Oct 2, 2023) aligned with Nasdaq; prohibition on hedging, short sales, and pledging; robust stock ownership guidelines and independent compensation consultant usage .
Fixed Compensation
| Component (2024–2025 program) | Amount | Notes |
|---|---|---|
| Board retainer | $90,000 | Paid quarterly |
| Compensation Committee Chair retainer | $20,000 | Paid quarterly |
| Compensation Committee member retainer | $10,000 | Paid quarterly |
| Audit Committee member retainer | $15,000 | Paid quarterly |
| Allen – 2024 cash fees earned | $135,000 | Reported; consistent with role/memberships |
Performance Compensation
| Equity element | Grant mechanics | Allen – 2024 |
|---|---|---|
| Annual RSU grant (directors) | $200,000 grant value; vests ratably over 3 years; full vest on retirement subject to conditions | Stock awards $200,035; grant date May 21, 2024 at $208.37/share |
| Unvested stock awards (12/31/2024) | Outstanding director RSUs | 2,283 unvested RSUs |
Director equity represented ~60% of Allen’s 2024 total director compensation ($200,035 of $335,035), signaling alignment with shareholder interests .
Other Directorships & Interlocks
- Prior public boards: RightNow Technologies (audit chair; comp member), HireRight (audit chair; comp member) .
- No current interlocks or reciprocal compensation committee relationships disclosed for 2024 .
Expertise & Qualifications
- Audit committee financial expert; CPA background (started at Coopers & Lybrand, Senior Auditor) .
- Extensive board leadership spanning cloud/software companies and governance roles (audit/compensation committees) .
- Deep finance, accounting, operations experience; relevant to Insight’s services/cloud transformation .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Richard E. Allen | 25,175 | * | Based on 31,910,334 shares O/S (2/28/2025); “*” = <1% |
| Director stock ownership guideline | 5× annual retainer | — | Allen had attained guideline as of 12/31/2024 (newer directors still in transition) |
| Hedging/pledging | Prohibited | — | Insider Trading Policy bans hedging, short sales, pledging |
Governance Assessment
- Strengths:
- Independent director; chair of Compensation Committee and Audit member with “financial expert” designation—supports board effectiveness in pay and financial oversight .
- Strong alignment via equity-heavy director pay, ownership guideline compliance, and prohibitions on hedging/pledging .
- No related-party transactions disclosed; Compensation Committee independence and use of independent consultant; robust clawback policy in place .
- Shareholder support signal: 98% say-on-pay approval at 2024 meeting (indicative of confidence in pay governance overseen by his committee) .
- Watch items:
- Attendance disclosure is aggregate; individual attendance not itemized—Allen met ≥75% threshold, but investors may prefer per-director detail .
- Board continues refresh; ensure ongoing evaluation of committee workloads and expertise balance as membership evolves .
RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, tax gross-ups, or option repricing for directors; Compensation Committee members had no relationships requiring disclosure .