Business Context and Reporting Period
This Form 8-K Current Report was filed by Origin Bancorp, Inc. on August 20, 2021. The filing discloses a specific corporate event regarding executive compensation rather than periodic financial results.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The only financial data disclosed relates to the grant date fair value of equity awards:
- Drake Mills (CEO): $500,000 in Restricted Stock Units (RSUs).
- M. Lance Hall (COO): $250,000 in Restricted Stock Units (RSUs).
Material Changes
The material change reported is the award of time-based RSUs to two senior officers under the Company's 2012 Stock Incentive Plan. No changes to financial performance or capital structure are reported in this document.
Guidance, Outlook, and Management Commentary
The filing contains no forward-looking guidance, outlook, or general management commentary regarding business operations. It details the terms of the RSU grants, including:
- Vesting Schedule: Ratably over three years, with the first vesting date on August 20, 2022.
- Acceleration Triggers: Full vesting occurs upon voluntary termination with six months' notice after age 65, death, disability, or a change of control where the surviving corporation does not assume the RSUs.
- Forfeiture Conditions: RSUs are subject to forfeiture if the grantee violates confidentiality, property return, or non-solicitation covenants.
Investor Verification Checklist
- Verify the total number of shares underlying the $750,000 in RSU grants based on the stock price on August 20, 2021.
- Review the attached Exhibit 10.1 (Form of Incentive Agreement) for specific legal terms regarding the "change of control" definition and forfeiture clauses.
- Confirm the impact of these grants on the company's total outstanding share count and potential dilution over the three-year vesting period.