Business Context and Reporting Period
This Form 8-K is a current report filed by First PacTrust Bancorp, Inc. on May 25, 2011. The filing discloses a corporate governance event regarding the approval of a new director compensation program by the Board of Directors, effective immediately.
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 non-financial operational changes regarding board compensation.
Material Changes
The primary material change is the implementation of a new compensation structure for non-employee directors, replacing or updating prior arrangements. The new program utilizes a mix of cash and equity-based awards.
Guidance, Outlook, and Management Commentary
Management commentary is limited to the details of the new compensation plan. There is no financial guidance, outlook, or discussion of risks and contingencies in this specific filing.
Director Compensation Structure
- Base Cash Award: $12,000 annually ($15,000 for the independent Chairman).
- Restricted Stock: 1,300 shares annually (2,250 shares for the independent Chairman).
- Stock Options: 10-year option to purchase 3,000 shares (5,000 shares for the independent Chairman).
- Committee Retainers:
- Audit Committee Chairman: $30,000
- Compensation Committee Chairman: $20,000
- Nominating and Strategic Planning Committee Chairmen: $5,000 each
- Audit Committee Members: $7,500
- Other Committee Members: $2,500 each
Directors may elect to receive restricted stock in lieu of cash compensation, calculated based on the closing stock price on the approval date. All equity awards are governed by the 2011 Omnibus Incentive Plan. Employee-directors do not receive additional compensation for board service.
Investor Verification Checklist
- Verify the total number of non-employee directors to estimate the aggregate annual cash and equity cost of the new program.
- Review the 2011 Omnibus Incentive Plan to understand vesting schedules and dilution implications of the new stock awards.
- Confirm the current closing price of the company's common stock to calculate the value of any cash-to-stock elections.
- Check subsequent filings for the actual number of shares issued under this new program.