WaFd, Inc. filed a Form 8-K on November 9, 2026, disclosing a letter agreement dated November 2, 2026, under which Chief Experience Officer Cathy E. Cooper will receive a $1,650,000 lump-sum cash payment tied to the company's pending merger with EverBank Financial Corp.

Key Highlights

  • Continuity Payment: WaFd agreed to pay Cathy E. Cooper a lump-sum cash payment of $1,650,000 following the closing of the merger.
  • Payment Timing: The Continuity Payment is payable within 60 days following the closing of the merger, according to the filing.
  • Employment Condition: The Continuity Payment is subject to Ms. Cooper's continued employment through the closing.
  • Good Reason Waiver: In exchange for the payment, Ms. Cooper will waive certain "good reason" triggers under her existing change of control agreement with WaFd, effective upon closing.
  • Merger Context: WaFd entered into an Agreement and Plan of Merger with EverBank Financial Corp on September 6, 2026, with EverBank merging into WaFd and WaFd continuing as the surviving corporation.
  • Role: Ms. Cooper currently serves as WaFd's Chief Experience Officer and will transition to a new role with the surviving corporation following closing.

WaFd Letter Agreement with Chief Experience Officer Cooper

According to the Form 8-K filed with the SEC, WaFd, Inc. (NASDAQ:WAFD) disclosed that on November 2, 2026, it entered into a letter agreement with Cathy E. Cooper, its Chief Experience Officer. The agreement was entered into in connection with WaFd's previously announced Agreement and Plan of Merger with EverBank Financial Corp, a Delaware corporation, dated September 6, 2026. Under that merger agreement, EverBank will merge with and into WaFd, with WaFd continuing as the surviving corporation.

The filing states that the letter agreement provides for a lump-sum cash payment of $1,650,000, described as the "Continuity Payment," to be paid to Ms. Cooper within 60 days following the closing of the merger. The payment is conditioned on Ms. Cooper remaining employed through the closing. The filing further discloses that in consideration for receiving the Continuity Payment, Ms. Cooper will, effective upon closing, waive certain "good reason" triggers under her existing change of control agreement with WaFd, to the extent those triggers arise from her transition to a new role with the surviving corporation after the merger closes.

The filing notes that the description of the letter agreement "is not complete and is subject to and qualified in its entirety by reference to the full text of the Letter Agreement," a copy of which was filed as Exhibit 10.1 to the Current Report. The filing also contains forward-looking statements, which the company cautioned "are necessarily based upon estimates and assumptions that are inherently subject to significant business, operational, economic and competitive uncertainties and contingencies" and represent the views of WaFd and EverBank only as of the date of the filing.

What Was Disclosed

WaFd, Inc. disclosed a letter agreement providing Chief Experience Officer Cathy E. Cooper with a $1,650,000 lump-sum cash Continuity Payment, payable within 60 days of merger closing, conditioned on continued employment and accompanied by a waiver of certain change-of-control agreement rights.