SEC Filing Summary: BofI Holding, Inc. (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by BofI Holding, Inc. on May 26, 2011. The filing discloses a material corporate governance event regarding the executive compensation of the Company's President and Chief Executive Officer, Mr. Gregory Garrabrants. Note: The metadata provided in the request lists "Axos Financial, Inc."; however, the filing text explicitly identifies the registrant as BofI Holding, Inc.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation arrangements.
Material Changes and Executive Compensation
On May 26, 2011, the Company entered into an Amended and Restated Employment Agreement with Mr. Gregory Garrabrants. Key terms include:
- Term: Employment extends until June 30, 2015.
- Base Salary: Effective July 1, 2011, the annual base salary is set at $375,000.
- Cash Incentive: Subject to shareholder approval, an Annual Cash Incentive Award is available based on five performance objectives. The award could range from 0% to 105% of the base salary.
- Equity Award: Subject to shareholder approval, a performance-based Annual Restricted Stock Unit (RSU) Award is available. The award equals 40,000 shares multiplied by a factor ranging from 0 to 3, based on return on average common equity, asset growth, and qualitative factors.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, outlook, or general risk factors. The primary contingency noted is that the cash incentive and equity award components of the agreement are contingent upon shareholder approval.
Key Facts for Investor Verification
- Verify the shareholder approval status for the variable compensation components (cash incentive and RSUs).
- Review the specific performance metrics for the 0-3x multiplier on the 40,000 RSU award.
- Confirm the total potential compensation exposure for the CEO under the new agreement terms.
- Note the discrepancy between the request metadata (Axos Financial) and the filing text (BofI Holding, Inc.).