Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Devin McGranahan as President and Chief Executive Officer and
Election to Board of Directors
On November 15, 2021, The Western Union Company (the "Company") announced that
its Board of Directors (the "Board") has appointed Devin McGranahan as the
Company's new President and Chief Executive Officer, effective on or about
December 31, 2021, at which point he will also join the Board.
Mr. McGranahan, 52, joins the Company from Fiserv, Inc., a global provider of
payments and financial services technology solutions, where he served as
Executive Vice President, Senior Group President, Global Business Solutions,
from 2018 and Group President, Billing and Payments Group, from 2016 to 2018.
Before joining Fiserv, Mr. McGranahan served as a senior partner at McKinsey &
Company, a global management consulting firm. While there, he held a variety of
senior management roles, including leader of the global insurance practice from
2013 to 2016 and as a co-chair of the global senior partner election committee
from 2013 to 2015. In addition, Mr. McGranahan served as co-leader of the North
America financial services practice from 2009 to 2016. He joined McKinsey &
Company in 1992 and served in a variety of other leadership positions prior to
2009.
On November 12, 2021, the Company entered into an offer letter agreement with
Mr. McGranahan describing the terms of his employment with Western Union, LLC,
an affiliate of the Company (the "Letter Agreement"). Pursuant to the Letter
Agreement, Mr. McGranahan will be entitled to: (i) an annual base salary of
$1,000,000; (ii) beginning with the 2022 performance year, participation in the
Company's Senior Executive Performance Incentive Plan ("SEPIP") with a target
short-term incentive award opportunity equal to 170% of Mr. McGranahan's annual
base salary and any payout determined based on performance and the terms of such
plan; (iii) beginning in 2022, participation in the Company's long-term
incentive program, with a target grant date fair value for Mr. McGranahan's
annual equity grant which is no less than $8,000,000; (iv) a one-time sign-on
equity award of service-vesting restricted stock units with a grant date fair
value of $6,500,000, which will vest in two substantially equal installments on
August 1, 2022 and February 1, 2023; (v) a one-time sign-on equity award of
service-vesting stock options with a grant date fair value of $6,600,000, which
shall vest in 25% installments on each of the first four anniversaries of the
grant date; (vi) a one-time sign-on cash bonus of $1,000,000, which shall be
payable within 30 days of Mr. McGranahan's start date (the "Sign-On Bonus"), and
(vii) participation in the Company's health, welfare, retirement and financial
security benefit programs on the same terms as similarly-situated senior
executives of the Company. Mr. McGranahan will also be a participant in the
Company's Executive Severance Policy. The sign-on equity awards and Sign-On
Bonus are intended to compensate Mr. McGranahan for compensation that he
forfeited at his prior employer by accepting the position with the Company.
The foregoing summary of Mr. McGranahan's compensation and terms of employment
generally is not complete and is qualified in its entirety by the Letter
Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is
incorporated herein by reference in its entirety.
There are no arrangements or understandings between Mr. McGranahan and any other
persons pursuant to which he was selected as an officer or a director, and there
are no family relationships between Mr. McGranahan and any director or executive
officer of the Company. Mr. McGranahan has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K. He will not serve on any committees of the Board or receive any
directors' fees.
Retirement of Hikmet Ersek
Upon Mr. McGranahan's start date, Hikmet Ersek, the Company's current President
and Chief Executive Officer, will retire and step down from that position and as
a member of the Board, and will continue to support the Company as Special
Advisor to the CEO until June 30, 2022, during which time his current base
salary and benefits will continue, with an annual incentive opportunity under
the SEPIP that is prorated for his period of service during 2022, except that
Mr. Ersek will not participate in the Company's long-term incentive program for
2022. In addition, the Company has agreed to provide Mr. Ersek with a lump sum
payment equal to COBRA premiums for continued healthcare coverage through
December 31, 2023, tax filing support services for 2022 and 2023, and
repatriation support for Mr. Ersek's repatriation to Austria in accordance with
the Company's repatriation policy.
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Finally, due to his satisfaction of the age and service requirements under his
outstanding equity award agreements, Mr. Ersek will be eligible for retirement
vesting in accordance with their terms. Mr. Ersek and the Company entered into a
transition agreement memorizing the terms of his continued service through
June 30, 2022.
A copy of the press release announcing the appointment of Mr. McGranahan and the
retirement of Mr. Ersek is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description of Exhibit
10.1 Offer Letter dated November 12, 2021, between Devin McGranahan and
Western Union, LLC
99.1 Press release issued by The Western Union Company on November 15,
2021.
101 Inline XBRL Document Set for the Cover Page from this Current Report
on Form 8-K, formatted as Inline XBRL
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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