Business Context and Reporting Period
This Form 8-K filing by CDW Corporation (CDW) is dated September 1, 2020. The report discloses a material change in executive leadership under Item 5.02, specifically the appointment of a new Vice President, Controller, and Chief Accounting Officer.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation and appointment details.
Material Changes
Executive Appointment: Ilaria Mocciaro was appointed as Vice President, Controller, and Chief Accounting Officer, effective September 8, 2020. She joins from Anixter International, where she served as Senior Vice President – Global Controller and Chief Accounting Officer.
Executive Departure: Neil B. Fairfield is stepping down from his role as Vice President, Controller, and Chief Accounting Officer. He will remain with the company until March 2021 to assist with the transition.
Compensation and Terms
- Base Salary: $375,000 annually.
- Annual Bonus Target: $200,000 (prorated for 2020 with a guaranteed minimum equal to the prorated target).
- Long-Term Incentive Plan Target: $185,000 (prorated for 2020).
- Sign-on Equity Award: One-time award with a target value of $116,667 as of the grant date.
- Severance: Participation in the Management Compensation Protection Plan providing six months of severance payments and benefits upon qualifying termination.
- Restrictions: Participation requires a Noncompetition Agreement with six-month noncompetition and twelve-month nonsolicitation restrictions. Breach of this agreement results in forfeiture of severance and repayment of benefits received.
Investor Verification Checklist
- Verify the effective start date of Ilaria Mocciaro (September 8, 2020) and the transition timeline for Neil B. Fairfield (through March 2021).
- Confirm the total value of the compensation package, including the prorated nature of the 2020 bonus and equity awards.
- Review the specific terms of the Noncompetition Agreement and the conditions under which severance payments would be forfeited.
- Check for any subsequent filings regarding the completion of the transition or changes to the compensation structure.