New Insight (NASDAQ: NSIT) CEO Jack Azagury to lead AI-focused shift
Filing Impact
Filing Sentiment
Form Type
8-K/A
Rhea-AI Filing Summary
Insight Enterprises is making major leadership changes, highlighted by appointing Jack Azagury as President and Chief Executive Officer effective April 13, 2026. His package includes a $1,100,000 base salary, a $1,650,000 target annual cash incentive, a $1,000,000 relocation bonus, and equity awards valued at $18,000,000, plus a separate $10,000,000 inducement PSU grant tied to ambitious absolute total shareholder return goals through April 15, 2029.
The filing also clarifies that current CEO Joyce Mullen will retire and transition to an advisory role on April 13, 2026. In addition, North America President Dee Burger will leave the company effective March 31, 2026, while long‑time General Counsel Sam Cowley will retire the same day and then serve as Executive Vice President with a $418,000 base salary through March 31, 2027, with Deputy General Counsel Karim Adatia promoted to General Counsel.
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Insights
Insight reshapes top leadership, pairing a new CEO with large, performance-weighted equity awards.
Insight Enterprises is transitioning from long-serving CEO Joyce Mullen to Jack Azagury, a former senior Accenture leader with deep digital and AI transformation experience. This aligns leadership credentials with the company’s positioning as an AI-first solutions integrator.
Azagury’s compensation mixes fixed pay with substantial variable components: $1.1M base salary, $1.65M target bonus, and $18M in annual equity grants, plus a $10M one-time inducement PSU. Large PSU portions are tied to return on invested capital, relative total shareholder return, and aggressive absolute share-price growth thresholds.
The structure emphasizes multi-year performance and shareholder alignment but represents a meaningful long-term equity commitment. Concurrent changes—retirement of General Counsel Sam Cowley (moving to an EVP advisory role) and departure of North America President Dee Burger—suggest a broader leadership refresh, while internal promotion of Karim Adatia to General Counsel supports continuity in legal oversight.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 2025
(Exact name of registrant as specified in its charter)
_____________________________
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Registrant's telephone number, including area code:
(480 ) 333-3000
Not Applicable
(Former name or former address, if changed since last report)
_____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
| Emerging growth company | ||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Jack Azagury
On March 23, 2026, Insight Enterprises, Inc. (the “Company”) announced that, effective April 13, 2026, Jack Azagury, age 53, will be appointed as President and Chief Executive Officer of the Company and as a member of the Company’s Board of Directors. Mr. Azagury was most recently a Senior Advisor at TowerBrook Capital Partners L.P., an international investment firm, advising portfolio companies in its business services sector from September 2025 until March 2026. Prior to his appointment, Mr. Azagury additionally served as a member of the board of directors on three TowerBrook portfolio companies: EisnerAmper, a company providing audit, accounting, advisory, and tax services, as board chair since October 2025; Berkeley Research Group, a management consulting firm, as board chair since September 2025; and CBTS, an application modernization, managed cloud, security, communications, and infrastructure solutions provider, since September 2025. Mr. Azagury previously spent over 29 years at Accenture in various roles including from June 2022 to September 2025 as the group chief executive for consulting, leading Accenture’s $15 billion global consulting services line consisting of over 47,000 full-time employees. He also served on Accenture’s global management committee from March 2020 through September 2025 and executive committee from June 2022 through September 2025. Mr. Azagury has recognized experience and expertise in digital and AI-based transformation, operational improvement programs, strategy, and operations. Mr. Azagury holds a Master’s degree in Software Engineering from Imperial College London and an MBA from INSEAD.
In connection with Mr. Azagury’s appointment as President and Chief Executive Officer, the Board of Directors approved the terms of his compensation, including annual base salary of $1,100,000, target annual cash incentive of $1,650,000 (150% of base salary), and a relocation bonus of $1,000,000. The Board also approved equity awards to be granted on April 15, 2026 with a total combined value of $18,000,000, as follows: (i) a grant valued at $3,200,000 consisting of service-based restricted stock units (“RSUs”) vesting annually in equal pro-rata installments over a three-year period from the date of grant; (ii) a grant valued at $2,400,000 consisting of performance-based restricted stock units (“PSUs”) based on the Company’s achievement of Return on Invested Capital targets with shares capable of being earned in a range of 0 – 200% of target value for the performance period January 1, 2026 through December 31, 2026 with earned shares vesting in equal annual installments over three years beginning on February 20, 2027; (iii) a grant valued at $2,400,000 consisting of PSUs tied to the Company’s Relative Total Shareholder Return compared to a peer group and a performance grid determined by the Compensation Committee of the Board of Directors with shares capable of being earned in a range of 0 – 200% of target value for the performance period from January 1, 2026 through December 31, 2028; and (iv) a one-time inducement grant valued at $10,000,000 consisting of PSUs with a performance period through April 15, 2029 based on achievement against three tier target Absolute Total Shareholder Return of 118%, 160%, and 200% growth in per share stock price for 20 consecutive trading days with shares earned at 50%, 100%, or 200%, respectively, of target value. Mr. Azagury is also eligible to receive severance benefits in the event he is terminated by the Company “without cause” or he terminates his employment for “good reason” in each case as defined in his executive employment agreement, including in the event he is terminated by the Company following a “change in control” as defined in his executive employment agreement.
Mr. Azagury was not selected pursuant to any arrangement or understanding between him and any other person. Mr. Azagury has no family relationships with any of the Company’s directors or executive officers. There have been no related person transactions between the Company and Mr. Azagury reportable under Item 404(a) of Regulation S-K.
The descriptions of the terms of Mr. Azagury’s offer letter and employment agreement are not complete and are qualified in their entirety by reference to the agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
Mr. Azagury will replace Joyce Mullen, who will be retiring from the role of Chief Executive Officer, President and director of the Company, effective upon the appointment of Mr. Azagury. As previously disclosed on a current report on Form 8-K filed by the Company on November 14,2025 (the “Original 8-K”), Ms. Mullen will continue to serve in a consulting and advisory role pursuant to the terms of her executive employment agreement, attached as Exhibit 10.3 to this Form 8-K. This Amendment No. 1 on Form 8-K/A amends the Original 8-K to disclose that the transition date for Ms. Mullen to such role will be April 13, 2026. The Company appreciates and thanks Ms. Mullen for her valuable contributions over five years of service and wishes her all the best in retirement.
Departure of Dee Burger
On March 20, 2026, Dee Burger notified the Company that he will step down from his current role as President of the Company’s North American business and resign from the Company effective March 31, 2026. Mr. Burger's decision to step down was not the result of any disagreement with the Company or the board of director or management on any matter relating to the Company's operations, policies or practices.
Retirement of Sam Cowley
On March 20, 2026, Sam Cowley notified the Company of his decision to retire as the General Counsel of the Company, effective March 31, 2026. The Company has appointed Karim Adatia as his successor. Mr. Adatia has been a part of the Company’s legal team since 2010 and has served as the Company’s Deputy General Counsel since October of 2022. This
transition is part of the Board of Directors’ succession planning, which has been in development over the last several years. To ensure an effective transition to new leadership, the Company and Mr. Cowley have planned and agreed that Mr. Cowley will continue to serve as an advisor following his retirement as General Counsel.
On March 20, 2026, the Company entered into a new employment agreement with Mr. Cowley pursuant to which, effective April 1, 2026, he will serve as Executive Vice President of the Company, having responsibility for such strategic priorities and legal matters as the Chief Executive Officer shall determine. Throughout the term of his new agreement, Mr. Cowley will receive an annual base salary of $418,000 through March 31, 2027 and will continue to participate in the Company’s benefit plans. The description of the terms of the employment agreement is not complete and is qualified in its entirety by reference to the agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2026.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on March 23, 2026 announcing the appointment of Mr. Azagury as President and Chief Executive Officer of the Company, effective April 13, 2026. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act’), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended (the Securities Act”), or the Exchange Act.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
10.1(1) | Offer Letter between the Company and Jack Azagury dated March 23, 2026. | |||||||
| 10.2 | Executive Employment Agreement between the Company and Jack Azagury entered into as of March 23, 2026. | |||||||
| 10.3 | Executive Employment Agreement between the Company and Joyce Mullen effective November 7, 2025. | |||||||
| 99.1 | Press release dated March 23, 2026. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |||||||
(1) Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated under the Securities Act because the information is (i) not material and (ii) the type that Insight treats as private or confidential. Insight agrees to furnish an unredacted copy of this exhibit to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Insight Enterprises, Inc. | ||||||||||||||
| Date: | March 25, 2026 | By: | /s/ Rachael A. Crump | |||||||||||
| Rachael A. Crump | ||||||||||||||
| Chief Accounting Officer | ||||||||||||||
Exhibit 99.1 NASDAQ: NSIT Insight Announces Jack Azagury, Former Accenture Chief Group Executive, as President and Chief Executive Officer Former head of global consulting business tapped to accelerate Insight’s transformation as an AI-first Solutions Integrator CHANDLER, Ariz., March 23, 2026 — Insight Enterprises (NASDAQ: NSIT) today announced that its Board of Directors has elected Jack Azagury to succeed Joyce Mullen as President and Chief Executive Officer, effective April 13, 2026. Mullen, who announced her retirement in October 2025, will continue with the company to assist Jack in an advisory role. The Board conducted a thorough search to identify a leader with the vision and experience to drive the next chapter of Insight’s growth. Jack has deep expertise in strategy, operations, and technology and has advised major Fortune 500 companies on digital and AI-based transformations. “We are in a pivotal moment for our industry and for Insight,” said Tim Crown, Insight co-founder and Chairman of the Board. “AI is redefining what it means to be a technology partner, and our clients expect us to lead that charge. Jack brings exactly the kind of forward-looking perspective and operational track record we need to accelerate our transformation and scale our capabilities. Throughout his career, he has established a reputation of innovation anchored in digital transformation, and he will be instrumental in our continued evolution as the leading AI-first Solutions Integrator.” Insight has made meaningful investments in AI solutions over the past year, most recently introducing Insight AI, to help clients scale AI successfully and deliver measurable ROI. The company also recently announced its acquisition of Inspire11, a Chicago-based business transformation and technology delivery firm that helps organizations create lasting business impact from AI initiatives. On his appointment, Jack said, “I am honored to join Insight at such a transformative moment. I have tremendous respect for the work the team has already done to build a differentiated model that fills a critical gap in the market. Our clients are navigating a complex landscape of uncertainty, supply chain shifts, and the urgent pressure to adopt and achieve value from AI. They choose Insight because they want a partner who can help them move from strategy to implementation without friction or delay. I am eager to hit the ground running and create long-term value for our clients, our employees, and shareholders.” Jack most recently was appointed Senior Advisor to TowerBrook and Chair of the Board of two companies: global advisory firm BRG, and audit, tax and advisory firm EisnerAmper. Prior to that, he spent 29 years at Accenture, where he served as group chief executive for consulting, leading Accenture’s global consulting team, its 42 industries and enterprise functions, and serving on the company’s Executive and Global Management committees. Jack serves on the board of Hillel International. He holds master’s degrees from Imperial College London and INSEAD.
Exhibit 99.1 In conjunction with Jack’s appointment, Insight is announcing two departures within its senior leadership team, both effective March 31, 2026. After a distinguished 43-year career, Sam Cowley, General Counsel, has announced his retirement; he will be succeeded by Karim Adatia, who currently serves as Senior Vice President & Deputy General Counsel. Additionally, Dee Burger, President, Insight North America, has resigned from his position to pursue other opportunities. About Insight Insight Enterprises is a leading Solutions Integrator that helps clients solve technology challenges by combining the right hardware, software, and services. We’re a global Fortune 500 technology company with a network of over 6,000 partners and experts around the world who provide access to end-to-end IT capabilities. For more than 35 years, we have delivered and optimized technology solutions for our clients efficiently, effectively, and safely. We are rated as a Great Place to Work, a Forbes World’s Best Employer, and a Fortune World’s Best Workplace. Discover more at insight.com. NSIT-M MEDIA CONTACTS TRACEY WORKMAN INSIGHT ENTERPRISES TEL. (781) 366-1789 EMAIL: TRACEY.WORKMAN@INSIGHT.COM
FAQ
What executive leadership changes did Insight Enterprises (NSIT) announce in this 8-K/A?
Insight Enterprises announced that Jack Azagury will become President and CEO effective April 13, 2026. Joyce Mullen will retire and move to an advisory role, while North America President Dee Burger and General Counsel Sam Cowley will step down effective March 31, 2026.
What is the compensation package for new Insight Enterprises (NSIT) CEO Jack Azagury?
Jack Azagury will receive a $1,100,000 base salary, a $1,650,000 target annual cash incentive, and a $1,000,000 relocation bonus. He also receives $18,000,000 in equity awards plus a $10,000,000 one-time inducement PSU grant tied to multi-year performance goals.
How are Jack Azagury’s equity awards at Insight Enterprises (NSIT) structured?
Azagury’s $18,000,000 equity package includes $3,200,000 in time-based RSUs and $4,800,000 in PSUs linked to return on invested capital and relative total shareholder return. A separate $10,000,000 inducement PSU grant vests based on demanding absolute total shareholder return hurdles through April 15, 2029.
What did this Insight Enterprises (NSIT) 8-K/A change about Joyce Mullen’s transition?
The amendment clarifies that Joyce Mullen’s transition from Chief Executive Officer, President and director to her consulting and advisory role will occur on April 13, 2026. Her continued advisory service follows the previously disclosed retirement plans and is governed by her executive employment agreement filed as an exhibit.
Who will replace Insight Enterprises (NSIT) General Counsel Sam Cowley and what is his new role?
Deputy General Counsel Karim Adatia will become General Counsel after Sam Cowley retires as of March 31, 2026. Cowley will then serve as Executive Vice President starting April 1, 2026, with a $418,000 annual base salary through March 31, 2027, focusing on strategic priorities and legal matters.
Why is Insight Enterprises (NSIT) President of North America Dee Burger leaving the company?
Dee Burger notified Insight that he will resign as President of the company’s North American business effective March 31, 2026. The filing states his decision to step down was not due to any disagreement regarding the company’s operations, policies, practices, or with its board or management.
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