Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
CDW Corporation ("CDW" or the "Company") today announced that Albert J. Miralles
will be joining the Company as its Senior Vice President and Chief Financial
Officer, effective September 7, 2021. Mr. Miralles, age 52, will join CDW from
CNA Financial Corporation ("CNA"), a commercial property and casualty insurance
company, after stepping down as Executive Vice President and Chief Financial
Officer, a position he has held since February 2020. Mr. Miralles has been
President of CNA Warranty since October 2019 and previously served as Executive
Vice President and Chief Risk Officer of the CNA Insurance Companies from
January 2018 to October 2019; as President, Long-Term Care of the CNA Insurance
Companies from March 2014 to December 2017; and as Senior Vice President and
Treasurer of the CNA Insurance Companies from August 2011 to March 2014.
Mr. Miralles' 2021 compensation will consist of an annual base salary of
$650,000, an annual bonus target under the Company's Senior Management Incentive
Plan of $800,000, and a target annual equity award under the Company's Long-Term
Incentive Plan of $2,075,000, with a prorated grant of $700,000 to reflect his
service with CDW in 2021 and delivered on the same terms as the Company's 2021
annual equity awards to the Company's other executive officers. Additionally, he
will receive a one-time cash sign-on bonus of $300,000, subject to repayment in
the event of Mr. Miralles' resignation or termination for cause within one year
and, to compensate Mr. Miralles for equity awards forfeited at his prior
employer, a one-time grant of restricted stock units with a grant date target
value of $2,900,000 and vesting in installments based on Mr. Miralles' continued
service through March 15, 2024. Mr. Miralles and the Company will enter into a
compensation protection agreement, noncompetition agreement and indemnification
agreement substantially similar to the form of compensation protection agreement
filed with the Securities and Exchange Commission as Exhibit 10.8 with the
Company's Form 10-K filed on February 26, 2021, the noncompetition agreement
filed with the Securities and Exchange Commission as Exhibit 10.3 with the
Company's Form 8-K filed on March 14, 2016, and the indemnification agreement
filed with the Securities and Exchange Commission as Exhibit 10.32 with the
Company's Amendment No. 2 to Form S-1 filed on June 14, 2013, respectively.
Mr. Miralles has no family relationships with any director, executive officer or
person nominated or chosen by the Company to become a director or executive
officer of the Company, and there are no transactions between Mr. Miralles and
the Company that would be required to be reported under Item 404(a) of
Regulation S-K.
As previously announced by the Company, Collin B. Kebo, Senior Vice President
and Chief Financial Officer, will be retiring from his current position when
Mr. Miralles joins the Company. Mr. Kebo will continue to provide services to
the Company during a transition period to assist with the transition of his
responsibilities to Mr. Miralles.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Press Release dated August 10, 2021, announcing Albert J. Miralles
as Chief Financial Officer
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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