Timothy Crown
INSIGHT ENTERPRISESAbout Timothy A. Crown
Timothy A. Crown, age 61, is Independent Chair of the Board at Insight Enterprises (NSIT). He has served as a director since 1994, became non‑employee director in 2004, and assumed the Chair role in November 2004; he previously served as President (Jan 2000–Nov 2004) and Chief Executive Officer (Oct 2003–Nov 2004) and is a co‑founder of the company . The Board identifies him as independent under NASDAQ standards, and emphasizes his founding perspective and experience co‑founding over 20 companies spanning public, private and non‑profit sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insight Enterprises, Inc. | Chair of the Board (Independent) | Nov 2004–present | Leads Board; separation of Chair/CEO viewed by Board as effective oversight |
| Insight Enterprises, Inc. | Director | 1994–present | Long-tenured director; governance continuity |
| Insight Enterprises, Inc. | President | Jan 2000–Nov 2004 | Transitioned to non‑employee Chair in Nov 2004 |
| Insight Enterprises, Inc. | Chief Executive Officer | Oct 2003–Nov 2004 | Transitioned to non‑employee Chair in Nov 2004 |
| Various companies (private) | Officer/Director | Ongoing | Investor and board roles in companies in which he has made investments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various private companies | Officer/Director; Investor | Not disclosed | Governance/entrepreneurial oversight; specific entities not enumerated |
No other public company directorships are listed for Mr. Crown in the 2025 proxy .
Board Governance
- Independence: Board affirms all directors other than the CEO are independent; Crown is Independent Chair .
- Committee assignments: Chair of the Executive Committee; not listed as a member of Audit, Compensation, or Nominating & Governance committees .
- Executive Committee activity: 0 meetings held in 2024 (committee acts between Board meetings when requested) .
- Presiding Director: Anthony A. Ibargüen serves as Presiding Director to backstop the Chair .
- Attendance: The Board held 9 meetings in 2024; each director except Catherine Courage attended at least 75% of Board and applicable committee meetings—indicating Crown met the attendance guideline .
- Board size/refresh: Board set at 10 members effective 2025 Annual Meeting after retirements; recent additions in 2024 (Foutty, Reichert) .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $240,000 | Crown’s cash retainer; includes Chair premium and any committee member fees (he is not on Audit/Comp/NomGov) |
| Annual Board Retainer (program) | $90,000 | Applies 2024 and 2025 |
| Chair of the Board Retainer (program) | $150,000 | Applies 2024 and 2025 |
| Committee Member Retainers (program) | Audit $15,000; Comp $10,000; NomGov $5,000 | Applies 2024 and 2025 |
| Committee Chair Retainers (program) | Audit $30,000; Comp $20,000; NomGov $15,000 | Applies 2024 and 2025 |
Program changes and benchmarking:
- 2024 program increased: director retainer +$5,000, Chair retainer +$50,000, and annual RSU grant +$45,000 based on compensation consultant review; no changes for 2025 .
Performance Compensation
| Element | Value | Grant Details | Vesting/Metrics |
|---|---|---|---|
| Stock Awards (RSUs) – 2024 | $200,035 | Granted May 21, 2024 at $208.37 per share grant-date price | RSUs vest ratably over 3 years; fully vest upon retirement subject to conditions; no performance metrics (service-based only) |
| Unvested Stock Awards (as of 12/31/2024) | 2,283 units | Aggregate unvested RSUs | Service-based; no options listed; perquisites under $10,000 |
The director equity program uses service‑based RSUs; performance metrics (revenue, EBITDA, TSR, ESG) are not disclosed for directors and appear not applicable to Crown’s director awards .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| None disclosed (public companies) | — | No compensation committee interlocks disclosed; committee members in 2024 had no relationships requiring disclosure . |
Expertise & Qualifications
- Co‑founder of Insight; perspective on industry, operations, growth and innovation; co‑founded over 20 entities across sectors .
- Investor/entrepreneur background; governance oversight; long‑tenured leadership experience during company scaling .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned (as of 2/28/2025) | 90,715 | Less than 1% of outstanding shares |
| Ownership % of Shares Outstanding | <1% | Based on 31,910,334 shares outstanding |
| Unvested RSUs (12/31/2024) | 2,283 | Aggregate unvested; service-based vesting |
| Shares Pledged | None disclosed | Company policy prohibits pledging by Board members and executives |
| Stock Ownership Guidelines (Directors) | ≥5× annual retainer | Achieve within 5 years; as of 12/31/2024, all non‑employee directors other than two recent appointees had attained required levels (Crown included) |
Insider Trades
| Date | Filing | Security/Type | Notes |
|---|---|---|---|
| 2024-05-21 | Form 4 | RSU grant (service-based) | Director grant; SEC filing index link |
| 2025-05-23 | Form 4 | RSU grant (service-based) | Director grant; ownership XML |
| 2025-05-20 | Form 4 | RSU grant (service-based) | Director grant; IR portal index |
MarketBeat lists Crown’s 2024 Form 4 filings (May 21–22, 2024) in connection with director equity grants . Company IR site shows multiple 2025 Form 4 filings around May 20–27, 2025 for Section 16 reporting .
Governance Assessment
- Board effectiveness: Crown’s separation from management since 2004 and role as Independent Chair bolster oversight; Presiding Director backstops continuity. Committee independence affirmed across Audit, Compensation, and NomGov .
- Independence and conflicts: While Crown is co‑founder and active in private companies where he invests, the proxy reports no related‑party transactions requiring disclosure since the start of fiscal 2024, and the Audit Committee administers a robust related‑party policy with quantified safe harbors and approval thresholds .
- Engagement and attendance: Board met 9 times in 2024; Crown met at least the 75% attendance guideline (only one director fell below), supporting governance engagement .
- Pay alignment: Director compensation mixes cash retainers with time‑vested RSUs that fully vest on retirement. In 2024, the Board raised retainers and RSU grant values to align with market practices per an independent consultant; no 2025 changes, suggesting program stability. No options or performance‑conditioned equity for directors are disclosed—appropriate for non‑employee director roles .
- Risk controls and red flags: Company prohibits hedging, short sales, margin accounts and pledging for Board members; maintains clawback policy (executives) and independent committees, with no tax gross‑ups and no option repricing without shareholder approval—supportive of investor alignment . No red flags reported on related‑party transactions or committee interlocks in 2024 .
Overall signal: Independent Chair with long tenure and founding perspective, strong committee independence, and conservative trading/pledging policies support investor confidence. Potential conflict lens remains Crown’s private company roles, but the proxy’s explicit “no related‑party transactions” disclosure in 2024 and pre‑approval framework mitigate immediate risk .
Appendix: Committee Snapshot (Crown)
- Executive Committee: Chair; members include Crown, Ibargüen, and Mullen; 0 meetings in 2024 .
- Audit: Crown not a member; Chair Breard; 10 meetings; two financial experts designated .
- Compensation: Crown not a member; Chair Allen; 6 meetings; independent consultant retained; all members independent .
- Nominating & Governance: Crown not a member; Chair Armstrong; 4 meetings; all members independent .