CDW 2012 Annual Report Download - page 115

Table of Contents
Director Compensation
See “Item 11 Executive Compensation-Director Compensation.”
Compensation Risk Assessment
We conducted an assessment of the risks associated with our compensation practices and policies, and determined that risks arising
from such policies and practices are not reasonably likely to have a material adverse effect on the Company. In conducting the assessment, we
undertook a review of our compensation philosophy, our compensation governance structure, and the design and oversight of our compensation
programs. Overall, we believe that our programs include an appropriate mix of fixed and variable features, and short- and long-term incentives
with compensation-based goals aligning to corporate goals. A centralized compensation team and an executive-level Compensation Steering
Committee help ensure compensation programs align with the company's goals and compensation philosophy and, along with other factors,
operate to mitigate against the risk that such programs would encourage excessive risk-taking.
Code of Business Conduct and Ethics
We have adopted a code of ethics that applies to our principal executive officer and all members of our finance department, including
the principal financial officer and principal accounting officer. This code of ethics, which consists of the “Financial Integrity Code of Ethics”
section of The CDW Way Code that applies to coworkers generally, is posted on the our website at www.cdw.com/content/about/our-
values.asp.
If we make any substantive amendments to this code of ethics, or grant any waiver from a provision to our principal executive officer, principal
financial officer or principal accounting officer, we will disclose the nature of such amendment or waiver on our website or in a report on Form
8-K.
Item 11. Executive Compensation
Compensation Discussion and Analysis
Introduction
This Compensation Discussion and Analysis provides an overview of the Company's executive compensation philosophy and the
material elements of compensation earned by our Named Executive Officers with respect to 2012.
Our named executive officers consist of our Chief Executive Officer, our Chief Financial Officer and our three other most highly
compensated executive officers ("Named Executive Officers"). For 2012, the Named Executive Officers were:
On October 12, 2007, we were acquired by a company controlled by investment funds affiliated with the Equity Sponsors (the
“Acquisition”). Since the Acquisition, a compensation committee comprised of members appointed by the Equity Sponsors has had
responsibility for determining the compensation of our Named Executive Officers. For purposes of this Compensation Discussion and Analysis,
the compensation committee is referred to as the “Committee.”
Establishing and Evaluating Executive Compensation
Executive Compensation Philosophy and Objectives
The Committee believes that the Company's executive compensation program should reward actions and behaviors that drive long-
term, profitable revenue growth and the creation of sustainable shareholder value. The Committee seeks to foster these objectives through a
compensation system that focuses heavily on variable, performance-based incentives that create a balanced focus on the Company's short-term
and long-term strategic and financial goals. The following objectives are grounded in a pay-for-performance philosophy and provide a
framework for the Company's executive compensation program:
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Thomas E. Richards, Chairman (commencing January 1, 2013), President and Chief Executive Officer
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John A. Edwardson, Chairman (through December 31, 2012)
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Ann E. Ziegler, Senior Vice President and Chief Financial Officer
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Neal J. Campbell, Senior Vice President, Chief Marketing Officer
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Christina M. Corley, Senior Vice President, Corporate Sales
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Attract, retain and motivate high performing talent;