Albert Miralles
Chief Financial Officer and Executive Vice President, Enterprise Business Operations at CDW
Executive
About Albert Miralles
Albert J. Miralles is Chief Financial Officer and Executive Vice President, Enterprise Business Operations of CDW, serving since September 7, 2021; he joined from CNA Financial where he was EVP & CFO and previously held finance and operating leadership roles, and he holds a B.S. in Finance from LaSalle University and an MBA in Finance from Temple University . He was age 52 at appointment in August 2021; by tenure he has served ~4 years through 2025 . CDW delivered 2024 GAAP net sales of $21.0 billion with year-over-year decline of approximately 1.8%, and reported non-GAAP operating income of $1.9 billion with GAAP operating income of $1.7 billion; performance measures used in incentive plans include adjusted EPS and adjusted free cash flow (FCF) alongside non-GAAP operating income and market share . Stockholders showed strong support for executive pay with ~91% say‑on‑pay approval in 2024; CDW’s long-term incentive (LTI) program emphasizes performance-based PSUs tied equally to adjusted EPS and adjusted FCF and options, aligning compensation with long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CNA Financial Corporation | Executive Vice President & Chief Financial Officer | 2020–2021 | Led finance at a major P&C insurer; transitioned to CDW CFO |
| CNA Warranty | President | Oct 2019–Feb 2020 | Operated warranty business unit; operating leadership |
| CNA Insurance Companies | Executive Vice President & Chief Risk Officer | Jan 2018–Oct 2019 | Oversaw enterprise risk; strengthened risk discipline |
| CNA Insurance Companies | President, Long-Term Care | Mar 2014–Dec 2017 | Led LTC segment; operational leadership |
| CNA Insurance Companies | Senior Vice President & Treasurer | Aug 2011–Mar 2014 | Corporate treasury; capital and liquidity stewardship |
| Nationwide Mutual Insurance Company | CFO, Nationwide Investments | Pre‑2011 | Led investment finance prior to CNA tenure |
External Roles
No external public company board service disclosed in CDW filings reviewed for Miralles .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary Paid ($) | $650,000 | $650,000 | $665,846 |
| SMIP Target ($) | — | — | $840,000 |
| SMIP Payout ($) | $1,160,000 | $0 | $0 |
Notes:
- 2024 annual base salary level for Miralles was set at $670,000 (versus salary paid above) .
- CDW’s annual cash incentive program (SMIP) uses non-GAAP operating income and market share growth goals with formulaic payouts 0%–200% of target .
Performance Compensation
Annual Bonus (SMIP) – FY 2024
| Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Non-GAAP Operating Income ($mm) | $1,957.8 | $2,105.1 | $2,315.6 | $1,950.9 | 0% of target |
| Market Share Governor | Reduces payouts unless market share gained | — | — | Not applicable given below-threshold OI | 0% of target |
Long-Term Incentives – 2024 Design and 2022 PSU Outcomes
| Component | Weighting | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| PSUs (2024 grant) | 60% of LTI | Adjusted EPS & Adjusted FCF (equal-weight) | Challenging, set Feb 2024 (three-year period) | Ongoing (2024–2026) | 0%–200% scale (threshold 25%) | End of performance period |
| Stock Options (2024 grant) | 20% of LTI | Stock price appreciation | — | — | Value only if price increases | Vest 1/3 annually, 10-year term |
| RSUs (2024 grant) | 20% of LTI | Share price-based value | — | — | N/A | Vest 1/3 annually |
| 2022 PSUs (results) | N/A | Adjusted EPS (50%) | $30.85; 100% attainment | $29.42 | Contributes to total 140.71% | 12/31/2024 |
| 2022 PSUs (results) | N/A | Adjusted FCF (50%) | $3,252.7mm; 100% attainment | $3,947.2mm | Contributes to total 140.71% | 12/31/2024 |
2024 grants to Miralles:
| Grant Type | Grant Date | Shares/Units | Exercise Price | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs | 3/6/2024 | Target 7,294; Threshold 1,824; Max 14,588 | — | 12/31/2026, performance-based | $1,803,004 |
| RSUs | 3/6/2024 | 2,431 | — | 1/3 annually | $600,919 |
| Options | 3/6/2024 | 7,828 | $247.19 | 1/3 annually; 10-year term | $601,034 |
Miralles 2024 vestings:
| Type | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| PSUs (2012–2024 cycle vesting on 12/31/2024) | 12,624 | $2,453,570 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 68,202 |
| Ownership as % of Shares Outstanding | 0.051% (68,202 owned; 132,509,805 outstanding on March 1, 2025) |
| Components included in beneficial ownership | Includes 47,654 options currently exercisable or exercisable within 60 days and 819 RSUs currently vested or vesting within 60 days (as of March 1, 2025) |
| Options – exercisable and unexercisable (as of 12/31/2024) | Exercisable: 6,835 @ $201.25 (exp 9/7/2031); 17,209 @ $171.30 (exp 2/24/2032); 6,198 @ $212.62 (exp 2/15/2033). Unexercisable: 8,605 @ $171.30; 12,396 @ $212.62; 7,828 @ $247.19 (exp 3/6/2034) |
| Unvested RSUs (as of 12/31/2024) | 2,459 units (market value $428,024 at $174.04) |
| Unearned PSUs outstanding | 5,815 (2023–2025 cycle) and 7,379 (2024–2026 cycle); market values at target $1,012,088 and $1,284,248, respectively (at $174.04) |
| Stock Ownership Guidelines | Other executive officers must hold 3x salary; executives must retain 50% of after-tax shares until compliant; all continuing NEOs were in compliance as of record date |
| Hedging/Pledging | Prohibited by insider trading policy; short sales and margin accounts prohibited |
Employment Terms
| Provision | Terms |
|---|---|
| Start Date & Role | Senior Vice President & CFO effective September 7, 2021 |
| Offer Compensation at Hire (2021) | Base salary $650,000; SMIP target $800,000; prorated LTI $700,000; cash sign-on bonus $300,000 (one-year clawback); buy-out RSUs $2.9 million vesting through March 15, 2024; compensation protection, noncompetition, indemnification agreements |
| Severance (Compensation Protection Agreement) | Upon qualifying termination: accrued obligations; pro‑rata SMIP based on actual performance; 2x base salary; 2x SMIP based on actual performance (or 2x average prior three years SMIP post‑CoC); welfare benefits up to two years; outplacement services up to $30,000; no 280G gross‑ups; fixed term through January 1, 2026 with CoC extensions; release required |
| Change of Control equity treatment | Double‑trigger vesting under long-term incentive plan |
| Clawback | Dodd‑Frank/Nasdaq-compliant policy to recoup erroneously awarded incentive comp; RSU/PSU/option agreements include clawback for restrictive covenant breaches |
| Non‑compete / Non‑solicit / Confidentiality | Included in agreements; applies after termination including post‑CoC |
| Deferred Compensation | Eligible for NQDC Plan deferrals; 2024 aggregate balance $280,739; aggregate earnings $24,586; no company contributions in 2024 |
Compensation History (Selected)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | $1,099,917 | $1,207,469 | $2,403,923 |
| Option Awards ($) | $1,111,551 | $1,207,494 | $601,034 |
| Non‑equity Incentive Comp ($) | $1,160,000 | $0 | $0 |
| All Other Compensation ($) | $13,094 | $15,817 | $11,439 |
| Total ($) | $4,034,562 | $3,080,780 | $3,682,242 |
Compensation Structure Analysis
- Shift to performance equity: In 2024, CDW increased PSUs from 50% to 60% of LTI and introduced RSUs at 20%, reducing options to 20%, consistent with market trend away from high option mix and raising at-risk, performance-tied equity for NEOs .
- Pay-for-performance discipline: 2024 SMIP paid 0% due to below-threshold non-GAAP operating income ($1,950.9mm vs $1,957.8mm threshold), reinforcing bonus sensitivity to operating performance and market share .
- Multi-year PSU rigor: 2022 PSUs vested at 140.71% based on cumulative adjusted EPS $29.42 and adjusted FCF $3,947.2mm for 2022–2024, highlighting strong cash generation and earnings over the cycle .
- Governance-friendly features: No 280G gross-ups; clawback policy; double-trigger equity vesting; limited perquisites .
Risk Indicators & Red Flags
- Pledging/Hedging ban reduces alignment risk; company prohibits pledging, hedging, short sales .
- No option repricing without stockholder approval under LTI; plan design disallows repricing .
- Say‑on‑pay support (~91% in 2024) indicates low shareholder pay risk .
Equity Overhang & Vesting Schedules
| Category | Detail |
|---|---|
| Near-term vesting (time-based) | RSUs vest 1/3 annually; 2024 grant vests over 3 years; outstanding RSUs 2,459 units as of Dec 31, 2024 |
| PSU performance windows | 2023–2025 and 2024–2026 cycles; target unearned PSUs of 5,815 and 7,379 units respectively |
| Options outstanding | Multiple tranches expiring 2031–2034; most recent grant at $247.19, creating potential exercise decision points linked to price performance |
Employment & Contracts
| Term | Status |
|---|---|
| Contract term | Compensation Protection Agreement through Jan 1, 2026; auto-extensions around potential/change-in-control events |
| Non-compete & non-solicit | Enforceable post-termination; embedded in severance design |
| Garden leave / consulting | Not disclosed for Miralles |
| Severance multiples | 2x base and 2x SMIP (actual performance or average pre‑CoC, as applicable) |
Investment Implications
- Alignment is strong: High share of variable and performance-linked equity (PSUs/options) plus strict clawback and pledging/hedging prohibitions support investor alignment; 2024 structure reweighted toward PSUs increases direct linkage to cash and earnings outcomes .
- Retention risk mitigated: Ongoing multi-year PSU cycles and staggered RSU/option vesting, combined with severance protections through 2026, create retention hooks and predictable leadership continuity in finance .
- Selling pressure monitor: No 2024 option exercises by Miralles and modest near-term RSU loads suggest limited mechanical selling pressure; watch PSU vestings in late 2025 and 2026 and option tranches for potential liquidity events .
- Performance sensitivity: Zero SMIP payout in 2024 underscores bonus leverage to non-GAAP OI and market share; PSU payout outcomes hinge on adjusted EPS/FCF over 2024–2026, creating performance beta for realized comp and signaling execution focus in cash generation and profitability .
- Governance risk low: No 280G tax gross‑ups, double‑trigger CoC vesting, say‑on‑pay support (~91% in 2024) lower pay/governance controversy risk .