CDW Corporation Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CDW Corporation on April 19, 2022, regarding events occurring on April 17, 2022. The filing addresses Item 5.02, concerning the appointment of a new Chief Accounting Officer and the departure of the incumbent.
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 personnel changes.
Material Changes
The primary material change is the leadership transition within the accounting department:
- Departure: Ilaria Mocciaro stepped down as Vice President, Controller, and Chief Accounting Officer effective April 18, 2022. She will remain to assist with the transition until September 2022.
- Interim Appointment: Al Miralles, Senior Vice President and Chief Financial Officer, serves as interim principal accounting officer from April 18, 2022, until May 9, 2022.
- New Appointment: Peter R. Locy is appointed as Vice President, Controller, and Chief Accounting Officer, effective May 9, 2022.
Compensation and Management Commentary
Mr. Locy's compensation package includes:
- Base Salary: $350,000 annually.
- Annual Bonus Target: $210,000 under the Senior Management Incentive Plan.
- Long-Term Incentive Target: $190,000 under the 2021 Long-Term Incentive Plan.
- Retention Grant: A one-time grant of restricted stock units with a target value of $276,700 to compensate for awards forfeited at his prior employer.
- Severance: Participation in the Management Compensation Protection Plan providing six months of severance and outplacement upon qualifying termination.
As a condition of the severance plan, Mr. Locy must execute a Noncompetition Agreement with six-month noncompetition and twelve-month nonsolicitation restrictions. Breach of this agreement results in the cessation of severance and a requirement to repay all received benefits.
Investor Verification Checklist
- Confirm the effective date of Peter R. Locy's appointment (May 9, 2022) and the interim period coverage.
- Verify the total value of the one-time restricted stock unit grant ($276,700) and its vesting terms in subsequent filings.
- Review the specific terms of the Noncompetition Agreement and the definition of "qualifying termination" in the Management Compensation Protection Plan.
- Monitor future filings for any changes to the transition timeline beyond September 2022.