Form 4: Insight CFO Granted Performance and Time-Based RSUs

Insight Enterprises' CFO, James A. Morgado, received two grants of restricted stock units, one performance-based and one time-based, totaling 25,178 units.

Summary

• James A. Morgado, Chief Financial Officer of Insight Enterprises, Inc. (NSIT), was granted two types of Restricted Stock Units (RSUs) on December 15, 2025.
• One grant consists of 12,589 restricted stock units, which are subject to the achievement of absolute share price goals over a three-year measurement period.
• Once earned, these performance-based restricted stock units will vest on December 15, 2028.
• The second grant also consists of 12,589 restricted stock units, which will vest in three equal annual installments beginning on December 15, 2026.
• Each restricted stock unit represents a contingent right to receive one share of Common Stock of Insight Enterprises, Inc.

Sentiment

Score: 7

Explanation: The filing indicates a positive alignment of executive incentives with shareholder interests through equity grants, which is generally viewed favorably. It's a routine compensation event, not indicative of extraordinary news, hence a moderately positive score.

Positives

• The grant of restricted stock units aligns the Chief Financial Officer's long-term incentives with shareholder value creation, particularly through the performance-based component tied to absolute share price goals.
• The time-based vesting schedule provides retention incentives for key management personnel over a multi-year period.

Future Outlook

The future outlook for these grants is tied to the company's stock performance over the next three years for the performance-based units, and continued employment for the time-based units, with vesting scheduled through December 2028.

Industry Context

Executive compensation, particularly through equity awards like Restricted Stock Units (RSUs), is a standard practice across the technology and IT services industry. These grants are designed to incentivize long-term performance and align management interests with those of shareholders, a common strategy for retaining key talent and driving strategic objectives in competitive sectors.

Comparison to Industry Standards

• The use of both performance-based and time-based restricted stock units is a common and well-regarded practice in executive compensation across industries, including technology and IT services.
• Companies like CDW Corporation, SHI International Corp., and other IT solution providers frequently utilize similar equity incentive structures to motivate and retain their leadership teams.
• Performance-based awards, tied to metrics such as absolute share price, are increasingly prevalent as they directly link executive rewards to shareholder returns, a practice seen in many S&P 500 companies.
• Time-based vesting, typically over three to four years, is standard for retention purposes, ensuring executives have a vested interest in the company's sustained success.

Stakeholder Impact

• Shareholders: The grants align the CFO's financial interests with shareholder value creation, particularly through the performance-based component tied to share price goals.
• Employees: The compensation structure for key executives can influence overall employee morale and perception of fairness in compensation practices.
• Management: Provides long-term incentives and retention for the Chief Financial Officer.

Next Steps

• Achievement of absolute share price goals over the three-year measurement period for the performance-based RSUs.
• Vesting of the performance-based RSUs on December 15, 2028, if earned.
• Annual vesting installments for the time-based RSUs beginning December 15, 2026.

Key Dates

Keywords

Insight Enterprises, NSIT, Restricted Stock Units, RSU Grant, Executive Compensation, CFO, Insider Transaction, Performance-Based Equity, Time-Based Vesting