INSIGHT ENTERPRISES INC (NSIT)
Sector: Information Technology
2026 Annual Meeting Analysis
INSIGHT ENTERPRISES INC · Meeting: May 13, 2026
Directors FOR
3
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Crown has served as a director since 1994 and as Chair since 2004, giving him full overlap with the underperformance period. NSIT's 3-year price return is -52.1%, which is negative (below 0%), triggering the policy threshold of 30 percentage points below the XLK sector ETF — the actual gap is -136.3pp, far exceeding that threshold. The 5-year TSR mitigant does not rescue him: NSIT's 5-year return is -30.4% (negative), so the 5-year gap versus XLK (which returned significantly more) also exceeds the 30pp threshold for the negative-TSR tier, confirming sustained long-term underperformance. As the longest-tenured director and Board Chair, Crown bears primary accountability for this outcome.
Allen has served since January 2012, giving him full overlap with the 3-year and 5-year underperformance periods. NSIT's 3-year price return of -52.1% triggers the policy's negative-TSR threshold at 30pp below XLK, with the actual gap at -136.3pp. The 5-year return of -30.4% is also negative and similarly exceeds the 30pp ETF threshold, so the 5-year mitigant does not apply. No overboarding or other individual concerns were identified.
Armstrong has served since March 2016, providing full overlap with both the 3-year and 5-year underperformance windows. NSIT's 3-year return of -52.1% and the -136.3pp gap vs XLK far exceed the 30pp negative-TSR trigger threshold; the 5-year return of -30.4% is also negative and similarly breaches the threshold, so the 5-year mitigant does not apply.
Breard has served since February 2018, giving her full overlap with the 3-year and 5-year underperformance periods. The same -136.3pp gap vs XLK over 3 years (negative absolute TSR tier, 30pp threshold) and the negative 5-year TSR confirming sustained underperformance both trigger a vote against. She currently holds seats on two other public company boards (Rayonier Inc. and Paylocity), which does not itself trigger overboarding (threshold is 4 seats) but is noted.
Courage has served since January 2016, providing full overlap with both the 3-year and 5-year underperformance windows; NSIT's -52.1% 3-year return and -136.3pp gap vs XLK far exceed the 30pp negative-TSR trigger, and the 5-year return of -30.4% is also negative with a gap that similarly exceeds the threshold, so the 5-year mitigant does not apply.
Ibargüen has served since July 2008, providing complete overlap with both the 3-year and 5-year underperformance periods. NSIT's 3-year return of -52.1% and the -136.3pp gap vs XLK trigger the negative-TSR policy rule (30pp threshold); the 5-year return of -30.4% is also negative with a similar gap, so the 5-year mitigant does not apply.
Rishi has served since December 2017, giving him full overlap with both the 3-year and 5-year underperformance periods. NSIT's 3-year return of -52.1% and the -136.3pp gap vs XLK (30pp negative-TSR threshold) trigger the policy rule; the 5-year return of -30.4% is also negative and exceeds the threshold, so the 5-year mitigant does not apply. As a sitting CEO of Cognite LLC, Rishi holds one outside public board seat at Insight, which is within the policy limit for CEOs.
For Analysis
Azagury is joining as the incoming CEO effective April 13, 2026 — he has not yet served as a director and is exempt from the TSR trigger under the 24-month new-director rule; his 29-year Accenture background in digital transformation is directly relevant to Insight's strategy.
Foutty joined in August 2024, meaning she has been a director for less than 24 months as of the May 2026 meeting date, making her exempt from the TSR underperformance trigger under the new-director rule; her 30+ year Deloitte background in IT and digital transformation is highly relevant.
Reichert joined in August 2024, less than 24 months before the May 2026 meeting, making him exempt from the TSR underperformance trigger under the new-director rule; his background in digital consulting and global technology leadership is relevant to Insight's strategy.
Of the 10 nominees, two are exempt from the TSR trigger because they joined within the past 24 months (Foutty, Reichert) and one is the incoming CEO joining on April 13, 2026 (Azagury). The remaining seven directors (Crown, Allen, Armstrong, Breard, Courage, Ibargüen, Rishi) have tenures that fully overlap with NSIT's severe stock underperformance — a 3-year price return of -52.1% that trails the XLK technology ETF by -136.3 percentage points, far exceeding the 30pp policy trigger for negative absolute TSR. The 5-year return of -30.4% is also negative and similarly exceeds the threshold, confirming sustained multi-year underperformance rather than a temporary trough, so the 5-year mitigant does not rescue any of these directors. A vote AGAINST is warranted for all seven tenured directors.
Say on Pay
✓ FORCEO
Joyce A. Mullen
Total Comp
$10,498,947
Prior Support
98%%
CEO total compensation of $10,498,947 is within a reasonable range for a CEO at a ~$2B technology solutions company, and the pay structure is strongly performance-oriented — approximately 90% of the CEO's target pay was variable or at-risk, tied to measurable metrics including adjusted earnings from operations, cloud and services gross profit, ROIC, and relative total shareholder return. The company has a meaningful clawback policy aligned with NASDAQ requirements, robust stock ownership guidelines, and received 98% shareholder support on say-on-pay at the 2025 annual meeting, well above the 70% threshold that would require a responsive change. While NSIT's stock has declined sharply, the incentive structure itself is well-designed with real performance conditions, and the annual cash bonus actually paid out below target (92.2% of target) and ROIC-based equity awards were earned at only 50% of target — both reflecting the difficult operating environment rather than a disconnect between pay and performance.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$3,485,000
Non-Audit Fees
$768,000
Non-audit fees (audit-related fees of $430,000 plus tax fees of $203,000 plus all other fees of $135,000 = $768,000) represent approximately 22% of audit fees of $3,485,000, well below the 50% policy threshold that would raise independence concerns. KPMG's tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy — the absence of disclosure is noted as a minor negative but does not change the vote. KPMG is a Big 4 firm fully appropriate for a company of Insight's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Approval of Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Requirements
This is a board-initiated proposal to remove supermajority voting requirements from the company's charter — a clear pro-shareholder governance improvement that gives ordinary shareholders more power to approve or reject significant corporate decisions by a simple majority rather than an elevated threshold. Eliminating supermajority requirements is a mainstream governance best practice strongly supported by institutional investors, and the change makes it easier for shareholders to hold the board accountable. There is no anti-shareholder combination or offsetting entrenchment mechanism identified in connection with this amendment, so a vote in favor is straightforward.
Overall Assessment
The 2026 Insight Enterprises annual meeting presents a mixed ballot: the company's pay program is well-structured and earns a FOR on say-on-pay, KPMG ratification passes on fees, and the charter amendment to eliminate supermajority voting is a genuine shareholder-friendly improvement. However, NSIT's stock has lost more than half its value over three years — trailing the XLK technology ETF by over 136 percentage points — and seven of the ten director nominees have tenures long enough to be held accountable for this sustained underperformance, warranting AGAINST votes for Crown, Allen, Armstrong, Breard, Courage, Ibargüen, and Rishi, while the three newest additions (Azagury, Foutty, Reichert) earn FOR votes.