Business Context and Reporting Period
This Form 8-K is filed by B of I Holding, Inc. (BOFI) for the reporting period of December 7, 2005. The filing discloses the entry into a material definitive agreement with a new executive officer.
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 terms.
Material Changes and Executive Compensation
On December 7, 2005, Bank of Internet USA, a subsidiary of BOFI, entered into an employment agreement with Terry Harris, who assumed the role of Vice President and Chief Credit Officer effective December 1, 2005. Key terms include:
- Base Salary: $150,000 annually.
- Stock Options: Grant of 20,000 non-qualified stock options at an exercise price of $8.10 per share (closing price on December 1, 2005).
- Vesting Schedule: Options vest over four years, with vested portions exercisable after one year.
- Severance: In the event of termination without cause, the company must pay 12 times the base monthly salary and continue group insurance benefits for one year.
- Acceleration: All stock options fully vest upon termination without cause, death, or disability.
Additionally, the prior Chief Credit Officer, Patrick Dunn, was reassigned to the position of Chief Credit Officer - Multifamily, reporting to Mr. Harris.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, outlook, management commentary on market conditions, or specific risk factors beyond the standard terms of the employment agreement.
Investor Verification Checklist
- Verify the impact of the new executive compensation package on future operating expenses.
- Confirm the total number of outstanding shares and the dilution effect of the 20,000 new stock options.
- Review the specific vesting conditions and acceleration clauses in the attached Exhibit 10.1.
- Assess the strategic rationale for the reorganization of the credit officer roles.