INSIGHT ENTERPRISES INC 8-K/A

What Happened
Insight Enterprises, Inc. announced that Jack Azagury (age 53) will be appointed President and Chief Executive Officer and join the Board effective April 13, 2026, replacing Joyce Mullen, who will retire from the CEO role and transition to a consulting/advisory role on that date. Azagury joins from TowerBrook Capital Partners (Senior Advisor through March 2026) and previously spent over 29 years at Accenture, most recently as group chief executive for consulting. The company filed the appointment and related compensation details on Form 8‑K (filed March 25, 2026).

Key Details

• Start date and transition: Azagury effective April 13, 2026; Joyce Mullen transitions to consultant on April 13, 2026 (previously disclosed).
• Cash pay and sign-on: Annual base salary $1,100,000; target annual cash incentive $1,650,000 (150% of base); relocation bonus $1,000,000.
• Equity and performance awards: Total equity value granted April 15, 2026 of $18,000,000 composed of: $3.2M service RSUs (vest over 3 years); $2.4M PSUs tied to ROIC for 2026 (0–200% payout, vesting over 3 years); $2.4M relative TSR PSUs for 2026–2028 (0–200% payout); and a $10.0M one‑time inducement PSU (performance through April 15, 2029) with tiered absolute TSR hurdles (50%/100%/200% payouts at specified growth thresholds).
• Severance: Azagury is eligible for severance if terminated without cause or for good reason, including certain change‑in‑control scenarios.
• Other leadership moves: Dee Burger will step down as President, North America, and resign effective March 31, 2026 (not due to disagreement). Sam Cowley retires as General Counsel effective March 31, 2026 and will become Executive Vice President effective April 1, 2026 with an annual salary of $418,000 through March 31, 2027; Karim Adatia named successor as General Counsel.

Why It Matters
A new CEO with extensive consulting and digital-transformation experience signals a clear leadership transition and potential strategic emphasis on digital/AI-led services. The compensation package—notably the $18M in equity awards and a $10M inducement PSU tied to absolute TSR—aligns pay with multi-year performance and shareholder returns, and represents a significant commitment by the company. Concurrent departures and internal promotions in legal and North American leadership are part of a broader board-led succession plan; investors should note the timing of the transition and the size and structure of the performance-based equity, which could affect executive incentives and long-term shareholder alignment.