Business Context and Reporting Period
This Form 8-K is a current report filed by B of I Holding, Inc. (BOFI) on August 22, 2005. The filing addresses Item 1.01 regarding the entry into a material definitive agreement concerning director compensation adjustments approved by the Board of Directors.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive and director compensation terms.
Material Changes
The Board approved three specific changes to director compensation effective July 1, 2005:
- Chairman Compensation: Jerry F. Englert's monthly compensation increased from $2,000 to $2,500.
- Stock Options Grant: Theodore C. Allrich (Vice Chairman) was granted non-qualified stock options to purchase 7,500 shares at an exercise price of $9.20 per share. The options have a 10-year term, vest over three years, and vested portions are exercisable after one year.
- Audit Committee Retainer: Paul Grinberg (Chairman of the Audit Committee) received a new quarterly retainer of $5,000, in addition to his existing monthly board retainer of $2,000.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on business outlook, or discussion of risks and contingencies. The compensation adjustments are attributed to the additional time and effort required by the respective directors in their leadership roles.
Investor Verification Checklist
- Verify the total number of outstanding shares to assess the dilution impact of the 7,500 options granted to Theodore C. Allrich.
- Confirm the total annualized cost of the new compensation packages for the Chairman, Vice Chairman, and Audit Committee Chair.
- Review the company's stock price history relative to the $9.20 exercise price to determine if the options are currently in-the-money.
- Check subsequent filings for any further amendments to the compensation committee's recommendations.