CDW Corp Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CDW Corporation on August 6, 2021. The filing discloses a significant executive leadership change within the company's financial management team.
Key Financial Metrics
The filing does not contain operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change is the appointment of Albert J. Miralles as Senior Vice President and Chief Financial Officer, effective September 7, 2021. He replaces Collin B. Kebo, who is retiring from the position. Mr. Miralles joins from CNA Financial Corporation, where he served as Executive Vice President and Chief Financial Officer since February 2020.
Compensation and Management Commentary
Mr. Miralles' 2021 compensation package includes the following components:
- Base Salary: $650,000 annually.
- Bonus Target: $800,000 under the Senior Management Incentive Plan.
- Equity Award: Target annual value of $2,075,000, with a prorated grant of $700,000 for 2021 service.
- Sign-on Bonus: One-time cash payment of $300,000, subject to repayment if he resigns or is terminated for cause within one year.
- Retention Equity: One-time grant of restricted stock units with a target value of $2,900,000 to compensate for forfeited awards at his prior employer. These vest in installments through March 15, 2024.
Mr. Kebo will remain with the company during a transition period to assist with the handover of responsibilities. The company has entered into standard compensation protection, noncompetition, and indemnification agreements with Mr. Miralles.
Investor Verification Checklist
- Verify the effective start date of the new CFO (September 7, 2021) and the transition timeline for the outgoing CFO.
- Review the vesting schedule and performance conditions for the $2,900,000 retention equity grant.
- Confirm the repayment terms for the $300,000 sign-on bonus in the event of early departure.
- Check for any subsequent filings regarding the departure of Collin B. Kebo and his final compensation arrangements.