BofI HOLDING, INC. (NASDAQ:BOFI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02(e) – On June 30, 2017, BofI Holding, Inc. (the “Registrant”) and its wholly owned subsidiary BofI Federal Bank (together, the “Company”), entered into a Second Amended and Restated Employment Agreement (the “Agreement”) with Mr. Gregory Garrabrants in connection with his service as President and Chief Executive Officer of the Company. The Agreement, effective as of June 30, 2017, amends and restates the Amended and Restated Employment Agreement, dated May 26, 2011, between the Company and Mr. Garrabrants.
Under the terms of the Agreement (i) the Company will employ Mr. Garrabrants for an initial term ending on June 30, 2022, subject to one-year renewals thereafter, and (ii) on and after July 1, 2017, Mr. Garrabrants will receive an annual base salary of $700,000.
The Agreement changes Mr. Garrabrants’ compensation and bonus structure by generally 1) tying his annual restricted stock unit award to the size of the Registrant’s common stock market capitalization adjusted positively (or negatively) by the annual increase (or decrease) in the Registrant’s common stock price and dividend return above (or below) the ABAQ common stock index, and 2) modifying the cash bonus for annual financial performance to be positively (or negatively) adjusted by the amount equal to two percent (2%) of net income above 15% of average book value for the year, as well as other modified individual performance factors and 3) increasing his base salary from $375,000 to $700,000 per year.
The Agreement contains the following provisions: (1) An Annual Cash Incentive Award equal to the excess, if any, of (a) the sum of (i) the Adjusted Target Bonus and (ii) the Financial Performance Bonus, minus (b) the amount of any Accumulated Amount; provided that if the Annual Cash Incentive Award is less than zero (0), then no Annual Cash Incentive Award will be earned or paid. The Annual Cash Incentive Award will be individually measured at the end of each fiscal year with a beginning target amount of 150% of Mr. Garrabrants’ base salary. (2) A performance-based Annual Restricted Stock Unit Award equal to between $2,500,000 and $4,000,000 plus (or minus) the Shareholder Return Equity Value and any Equity Accumulated Amount divided by average daily stock price (adjusted for splits, etc.) for Registrant’s shares in the final month of the prior Fiscal Year.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement attached hereto as Exhibits 99.1, which is incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits
(d)Exhibits.
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Exhibit |
Description |
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99.1 |
Second Amended and Restated Employment Agreement, dated as of June 30, 2017, by and between Mr. Gregory Garrabrants and BofI Holding, Inc. and BofI Federal Bank. |
BofI Holding, Inc. ExhibitEX-99.1 2 garrabrantsagreementfinal.htm EXHIBIT 99.1 Exhibit SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 30,…To view the full exhibit click here
About BofI HOLDING, INC. (NASDAQ:BOFI)
BofI Holding, Inc. (BofI) is the holding company for BofI Federal Bank (the Bank). The Bank is a diversified financial services company. The Bank provides consumer and business banking products through its branchless, low-cost distribution channels and affinity partners. The Bank has deposit and loan customers, including consumer and business checking, savings and time deposit accounts and financing for single family and multifamily residential properties, small-to-medium size businesses in target sectors, and selected specialty finance receivables. The Bank distributes its deposit products through a range of retail distribution channels, and its deposits consist of demand, savings and time deposits accounts. Its mortgage-backed securities consist primarily of mortgage pass-through securities issued by government-sponsored entities and non-agency collateralized mortgage obligations and pass-through mortgage-backed securities issued by private sponsors.
