Business Context and Reporting Period
This Form 8-K Current Report was filed by International Money Express, Inc. (IMXI) on January 5, 2021. The filing reports on an event occurring on the same date regarding the executive compensation of the Company's President and Chief Executive Officer, Robert Lisy.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the terms of an executive employment agreement.
Material Changes
On January 5, 2021, Intermex Holdings, Inc., a subsidiary of the Company, entered into an amended and restated employment agreement with Robert Lisy, effective January 1, 2021. While the agreement reflects the current corporate structure, it is materially the same as the prior agreement except for the following specific compensation terms:
- Base Salary: Set at $1,000,000 per year, subject to Board discretion for increases.
- Performance Bonus: Target annual bonus opportunity of 100% of base salary, contingent on EBITDA results.
- Equity Grants: Mr. Lisy is eligible to receive restricted stock units (RSUs) and performance stock units (PSUs) with an aggregate grant date fair value of $1,250,000 each (totaling $2,500,000 in fair value), to be granted no later than March 15, 2021.
- Severance: In the event of termination without Cause, resignation for Good Reason, or non-renewal, Mr. Lisy is entitled to two times the sum of his base salary and target bonus, payable over two years.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on business outlook, or discussion of general corporate risks. The only contingencies noted relate to the vesting of equity awards, which are subject to attainment of performance goals determined by the Compensation Committee, and specific termination scenarios triggering severance payments.
Investor Verification Checklist
- Verify the specific vesting schedules and performance goals for the $2.5 million in equity grants, as these were to be determined in Q1 2021.
- Review the definitions of "Cause," "Disability," and "Good Reason" in the attached Exhibit 10.1 to understand the triggers for the 2x severance package.
- Confirm the impact of the new agreement on the Company's 2020 Omnibus Equity Compensation Plan.