Samuel Cowley
INSIGHT ENTERPRISESAbout Samuel Cowley
Samuel C. Cowley is Senior Vice President, General Counsel and Secretary of Insight Enterprises, Inc., a role he has held since joining on June 7, 2016 . Prior to Insight, he served as General Counsel and Vice President of Business Development at Prestige Brands Holdings, Inc., and in executive legal roles at Matrixx Initiatives, Inc. and Swift Transportation Co., Inc.; earlier he practiced corporate law at Snell & Wilmer and Reid & Priest . Company performance metrics relevant to 2024 executive pay include cumulative TSR of 216.39 versus peer group 192.86, net earnings of $249,691 thousand, and Adjusted non-GAAP ROIC of 15.28% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prestige Brands Holdings, Inc. | General Counsel & VP, Business Development | Feb 2012–Jun 2016 | Executive legal and BD leadership supporting OTC brand growth |
| Matrixx Initiatives, Inc. | EVP, Business Development & General Counsel | Not disclosed | Executive legal and BD responsibilities |
| Swift Transportation Co., Inc. | EVP & General Counsel | Not disclosed | Executive legal leadership in transportation |
| Snell & Wilmer | Attorney, Business & Finance | Not disclosed | Corporate law practice |
| Reid & Priest | Attorney, Business & Finance | Not disclosed | Corporate law practice |
External Roles
No public company directorships or external roles are disclosed for Cowley in the proxy materials .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | 500,000 | 530,000 | 550,000 | 550,000 |
| Target Bonus % of Salary | Not disclosed | 75% | 90% | 90% |
| Bonus Target ($) | Not disclosed | 397,500 | 495,000 | 495,000 |
| Actual Bonus Paid ($) | 574,700 | 439,238 | 243,045 | Not disclosed |
Performance Compensation
Annual Cash Incentive (2024 plan design and outcomes)
| Metric (IEI consolidated unless noted) | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EFO (IEI) | 50% | $560.9 million | $502.4 million | 74.0% |
| Core Services GP Growth (IEI) | 25% | 28.9% increase | 15.3% increase | 48.3% |
| Cloud GP Growth (IEI) | 25% | 44.1% increase | 20.0% increase | —% (no payout) |
| Cowley payout summary | — | Bonus target $495,000 | Earned 49.1% of target | $243,045 |
Equity Awards (2024 grants)
| Award Type | Grant Date | Target Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Service-based RSUs | 2/20/2024 | 2,519 | 460,121 | 3 equal annual installments starting 2/20/2025 |
| Performance RSUs – rTSR | 1/1/2024 | 1,948 | 416,424 | Cliff vest post certification after 1/1/2027; 3-year period (2024–2026) |
| Performance RSUs – ROIC | 2/20/2024 | 1,889 | 345,045 | Earned at 100% due to strategic objective override; then vest ratably over 3 years |
2024 equity award mix: 40% service-based RSUs and 60% performance-based RSUs; Cowley’s performance RSUs split evenly between rTSR and ROIC; ROIC earned at 100% due to completion of the Infocenter acquisition .
Stock Vested (realization)
| Metric | 2024 |
|---|---|
| Shares acquired on vesting (#) | 7,380 |
| Value realized on vesting ($) | 1,348,031 |
2025 equity targets and vesting parameters
| Metric | 2025 |
|---|---|
| Target equity value ($) | 1,400,000 |
| Mix | 40% service RSUs / 60% performance RSUs |
| Service RSUs vesting | Two equal annual installments starting 2/20/2026 (Cowley-specific) |
| ROIC performance RSUs vesting | Two equal annual installments starting 2/20/2026 (Cowley-specific) |
| rTSR performance period and certification | Jan 1, 2025–Dec 31, 2026; certify after Jan 1, 2027; cliff vest post certification |
| rTSR payout scale | 30th percentile=50%; 55th=100%; ≥80th=200% (linear between points) |
Equity Ownership & Alignment
| Ownership Metric | 2024 | 2025 |
|---|---|---|
| Beneficial ownership (shares) | 23,009 | 28,552 |
| Ownership % of outstanding | <1% | <1% |
| Outstanding earned-but-not-vested RSUs (#) at FY-end | 13,519 | 12,990 |
| Outstanding unearned performance RSUs (#) at FY-end | 8,959 | 5,572 |
| Upcoming vesting schedule (shares) | Feb 2025: 8,265; Feb 2026: 7,855; Feb 2027: 2,442 | |
| Options (exercisable/unexercisable) | None outstanding in 2024 | — |
- Stock ownership guidelines: 3× base salary for executive officers; five-year transition period; as of Dec 31, 2024, all NEOs other than Mr. Gregory had attained previously required levels .
- Hedging, short sales, and pledging of company securities are prohibited for executive officers; Rule 10b5-1 trading plans permitted .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement effective date | June 7, 2016 |
| Term and renewal | Continually renewing one-year terms for NEOs |
| Severance (without cause/good reason) | 1× annual base salary + 1× prior-year annual cash incentive bonus + prorated current quarterly/annual bonus; lump sum |
| Change-in-control (double trigger) | Within 12 months post-CIC: 1× highest base salary during term + 1× prior-year annual cash incentive bonus + prorated current bonus; CIC excise tax cutback unless “make-whole” difference >25% |
| Death/Disability | Lump sum equal to 90 days base salary + prorated quarterly cash incentive + prorated annual cash incentive |
| Restrictive covenants | 12-month non-compete and non-solicit; confidentiality |
| Potential payouts (hypothetical termination 12/31/2024) | Severance $1,232,283; CIC involuntary termination total $3,854,031; Disability total $1,926,642; Death total $2,688,206 (equity payout values based on $152.10/share) |
| Clawback policy | Adopted October 2, 2023; recovery upon certain accounting restatements per Nasdaq standards |
| Tax gross-ups | No tax gross-ups for changes in control |
| Equity acceleration policy | Double-trigger acceleration under the 2020 Omnibus Plan |
Investment Implications
- Pay-for-performance alignment is reinforced by a 60/40 performance/service RSU mix and cash incentives tied to EFO, Core Services GP, and Cloud GP; Cowley’s 2024 bonus paid at 49.1% of target reflects below-target attainment on growth metrics, supporting discipline .
- Forward equity structure tightens vesting for Cowley (two annual installments for service/ROIC; shorter rTSR performance period), increasing near-term retention incentives while maintaining market-conditioned rTSR exposure .
- Ownership and trading policies reduce misalignment risk (3× salary ownership guideline; prohibition on hedging/pledging), though absolute beneficial ownership remains <1%; scheduled vesting tranches (Feb 2025–2027) could create episodic liquidity events and potential selling pressure .
- Change-in-control economics are moderate (1× salary+bonus, double trigger; excise cutback), limiting windfall risk; robust clawback and no CIC tax gross-ups are governance positives .
- Notably, 2024 ROIC-based RSUs were awarded at target due to achievement of predetermined strategic objectives (Infocenter acquisition), overriding actual ROIC, which investors should monitor for consistency of performance metric rigor over time .
Appendix: Additional Context
Say-on-Pay and Compensation Practices
- 2024 say-on-pay approval ~98%; committee uses market comparisons and an independent consultant; practices prohibit option repricing without stockholder approval .
rTSR Peer Group and Payout Mechanics
- 2025 rTSR peer group includes 30 distribution/technology companies; payout 50% at 30th percentile, 100% at 55th, 200% at ≥80th, with linear interpolation .
Company Performance Linkage (Pay vs Performance table)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Cumulative TSR (Initial $100) | 108.25 | 151.66 | 142.65 | 252.08 | 216.39 |
| Peer Group Cumulative TSR | 121.27 | 152.67 | 122.55 | 154.93 | 192.86 |
| Net Earnings ($000s) | 172,640 | 219,345 | 280,608 | 281,309 | 249,691 |
| Adjusted non-GAAP ROIC (%) | 12.59% | 14.01% | 15.94% | 17.27% | 15.28% |
Outstanding Equity Awards at FY-End 2024 (Counts)
| Category | Shares |
|---|---|
| Earned but not vested (stock awards) | 12,990 |
| Unearned performance-based (not vested) | 5,572 |