We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Axos Finl (delisted) | NASDAQ:BOFI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 34.39 | 34.06 | 34.83 | 0 | 01:00:00 |
¨
|
Preliminary Proxy Statement
|
¨
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
ý
|
Definitive Proxy Statement
|
¨
|
Definitive Additional Materials
|
¨
|
Soliciting Material under §240.14a-12
|
ý
|
No fee required
|
¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
(5)
|
Total fee paid:
|
¨
|
Fee paid previously with preliminary materials.
|
¨
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2), and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
(1)
|
Amount Previously Paid:
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
|
(3)
|
Filing Party:
|
|
(4)
|
Date Filed:
|
|
|
|
Sincerely,
|
|
|
|
|
|
Gregory Garrabrants
President and Chief Executive Officer
|
Item 1.
|
To elect two Class I directors, each to hold office for a three-year term and until a successor is elected and qualified;
|
Item 2.
|
To approve in a non-binding and advisory vote, the compensation of the Company’s Named Executive Officers as disclosed in this proxy statement;
|
Item 3.
|
To recommend, in a non-binding and advisory vote, whether future non-binding and advisory stockholder vote on executive compensation should occur every year, every two years, or every three years;
|
Item 4.
|
To ratify the selection of BDO USA, LLP as the Company’s independent public accounting firm for fiscal year
2018
; and
|
Item 5.
|
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
The Notice of Internet Availability of Proxy Materials, Notice of Meeting,
Proxy Statement and Annual Report will be available free of charge at
www.envisionreports.com/BOFI
as of September 13, 2017
.
|
|
|
|
|
By order of the Board of Directors,
|
|
|
|
||
|
|
|
|
|
September 13, 2017
|
|
|
|
Gregory Garrabrants
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
Page
|
•
|
By Internet at
www.envisionreports.com/BOFI;
|
•
|
By telephone from the USA, US territories and Canada any time on a touch tone telephone call toll free 800-652-8683; or
|
•
|
By mail by completing, signing, dating and returning the enclosed proxy card in the postage paid envelope provided.
|
•
|
Sending a written notice to revoke your proxy to BofI Holding, Inc., 4350 La Jolla Village Drive, Suite 140, San Diego, California 92122, Attention: Corporate Secretary. To be effective, the Company must receive the notice of revocation before the Annual Meeting commences.
|
•
|
Transmitting a proxy by mail at a later date than your prior proxy. To be effective, the Company must receive the later dated proxy before the Annual Meeting commences. If you fail to date or to sign that later proxy, however, it will not be treated as a revocation of an earlier dated proxy.
|
•
|
Attending the Annual Meeting and voting in person or by proxy in a manner different than the instructions contained in your earlier proxy.
|
•
|
FOR
the election of the directors nominated by the Board
–
Item 1;
|
•
|
FOR
the approval,
in a non-binding and advisory vote, of the compensation of the Company’s Named Executive Officers as disclosed in this proxy statement – Item 2;
|
•
|
FOR
the recommendation, in a non-binding and advisory vote, that future non-binding and advisory stockholder vote on executive compensation should occur every THREE YEARS – Item 3;
|
•
|
FOR
the ratification of the selection of BDO USA, LLP as the Company’s independent public accounting firm for fiscal year
2018
–
Item 4.
|
•
|
The Class I directors are Messrs. Burke and Mosich and their terms will expire at the 2017 Annual Meeting of Stockholders;
|
•
|
The Class II directors are Messrs. Dada, Garrabrants and Grinberg and their terms will expire at the 2018 Annual Meeting of Stockholders; and
|
•
|
The Class III directors are Messrs. Argalas, Court and Ratinoff and their terms will expire at the 2019 Annual Meeting of Stockholders.
|
•
|
Director Qualifications,
which addresses a Board candidate’s independence, experience, knowledge, skills, expertise, integrity, ability to make independent analytical inquiries; his or her understanding of our business and the business environment in which we operate; and the candidate’s ability and willingness to devote adequate time and effort to Board responsibilities, taking into account the candidate’s employment and other board commitments.
|
•
|
Responsibilities of Directors,
including acting in the best interests of all stockholders; maintaining independence; developing and maintaining a sound understanding of our business and the industry in which we operate; preparing for and attending Board and Board committee meetings; and providing active, objective and constructive participation at those meetings.
|
•
|
Director Access to Management and, as necessary and appropriate, Independent Advisors,
including encouraging presentations to the Board from the officers responsible for functional areas of our business.
|
•
|
Regularly Scheduled Executive Sessions of the Board, without Management
. Our governance guidelines also provide for the Audit Committee to meet with the Company’s outside auditors separately from management.
|
Name and Address of Beneficial Owner
|
|
Shares of Common
Stock Beneficially
Owned
|
|
Percent of
Shares
Outstanding
|
||
BlackRock, Inc.
1
55 East 52nd Street
New York, NY
10055
|
|
6,748,296
|
|
|
10.60
|
%
|
Vanguard
2
100 Vanguard Blvd. Malvern, PA 19355 |
|
4,137,727
|
|
|
6.50
|
%
|
Don R. Hankey
3
c/o Hankey Group
4751 Wilshire Blvd, Suite 110
Los Angeles, CA
90010
|
|
3,607,392
|
|
|
5.67
|
%
|
Ameriprise Financial, Inc.
4
145 Ameriprise Financial Center
Minneapolis, MN
55474
|
|
3,242,301
|
|
|
5.09
|
%
|
1
|
|
Based on Schedule 13G/A filed with the SEC on January 12, 2017.
|
2
|
|
Based on Schedule 13G/A filed with the SEC on February 10, 2017.
|
3
|
|
Based on Schedule 13D filed with the SEC on November 14, 2012.
|
4
|
|
Based on Schedule 13G filed with the SEC on February 10, 2017.
|
Name
|
|
Common
Stock
1
|
|
Total
Beneficial
Ownership
|
|
Percent of
Outstanding
Shares
|
|||
John Gary Burke
2
|
|
1,873,395
|
|
|
1,873,395
|
|
|
2.94
|
%
|
Gregory Garrabrants
3
|
|
1,174,228
|
|
|
1,174,228
|
|
|
1.84
|
%
|
Andrew J. Micheletti
4
|
|
499,678
|
|
|
499,678
|
|
|
*
|
|
Nicholas A. Mosich
5
|
|
101,326
|
|
|
101,326
|
|
|
*
|
|
Paul J. Grinberg
6
|
|
87,274
|
|
|
87,274
|
|
|
*
|
|
Eshel Bar-Adon
7
|
|
70,934
|
|
|
70,934
|
|
|
*
|
|
James S. Argalas
8
|
|
47,473
|
|
|
47,473
|
|
|
*
|
|
James J. Court
9
|
|
37,856
|
|
|
37,856
|
|
|
*
|
|
Edward J. Ratinoff
10
|
|
37,140
|
|
|
37,140
|
|
|
*
|
|
Brian Swanson
11
|
|
22,865
|
|
|
22,865
|
|
|
*
|
|
Thomas Constantine
12
|
|
17,265
|
|
|
17,265
|
|
|
*
|
|
Uzair Dada
13
|
|
4,949
|
|
|
4,949
|
|
|
*
|
|
|
|
|
|
|
|
|
|||
All current directors and executive officers as a group (12 persons)
|
|
3,974,383
|
|
|
3,974,383
|
|
|
6.24
|
%
|
*
|
Less than one percent.
|
1
|
All fractional shares have been rounded to the closest whole share.
|
2
|
Mr. Burke is a director and his beneficial ownership includes 327,294 shares directly, 1,426,196 shares in The Burke Revocable Declaration of Trust Dtd Apr 04 1997, 66,572 shares in the Burke Revocable Declaration Of Trust Dtd April 1997, 16,000 shares through each of, Gary Burke Cust Brian M Burke Ugma Ca, Gary Burke Cust Connor J Burke Ugma Ca and J Patrick Burke.
|
3
|
Mr. Garrabrants is the President, Chief Executive Officer and a director. Mr. Garrabrants’ beneficial ownership includes 170,680 shares held in a Trust, for the benefit of his children and 744 shares held in his 401(k).
|
4
|
Mr. Micheletti is the Chief Financial Officer. Mr. Micheletti’s beneficial ownership includes 875 shares held in his 401(k).
|
5
|
Mr. Mosich is a director.
|
6
|
Mr. Grinberg is a director.
|
7
|
Mr. Bar-Adon is a Named Executive Officer. Mr. Bar-Adon’s beneficial ownership includes 859 shares held in his 401(k).
|
8
|
Mr. Argalas is a director.
|
9
|
Mr. Court is a director. Mr. Court’s beneficial ownership includes 1,200 shares held by his spouse.
|
10
|
Mr. Ratinoff is a director.
|
11
|
Mr. Swanson is a Named Executive Officer. Mr. Swanson’s beneficial ownership includes 730 shares held in his 401(k).
|
12
|
Mr. Constantine is a Named Executive Officer. Mr. Constantine’s beneficial ownership includes 380 shares held in his 401(k).
|
13
|
Mr. Dada is a director.
|
•
|
Compensation should consist of a combination of cash and equity awards that are designed to fairly pay the non-employee directors for work required for a company of our size and scope;
|
•
|
Compensation should align the non-employee directors’ interests with the long-term interests of stockholders; and
|
•
|
Compensation should assist with attracting and retaining qualified non-employee directors.
|
Role
|
|
Non-employee director
|
|
Premium
|
|
Total
|
||||||
Chairman
1
|
|
$
|
36,000
|
|
|
$
|
60,000
|
|
|
$
|
96,000
|
|
Vice-chairman
2
|
|
36,000
|
|
|
24,000
|
|
|
60,000
|
|
|||
Chairman of the Audit Committee
3
|
|
36,000
|
|
|
24,000
|
|
|
60,000
|
|
|||
Chairman of the Compensation Committee
4
|
|
36,000
|
|
|
12,000
|
|
|
48,000
|
|
|||
Other non-employee directors
|
|
36,000
|
|
|
—
|
|
|
36,000
|
|
1
|
|
For the Chairman role, a premium is paid as compensation for additional responsibilities. Mr. Allrich received this premium until his resignation in February 2017. Mr. Grinberg received this premium since his election as Chairman in February 2017.
|
2
|
|
For the Vice-chairman role, a premium is paid as compensation for additional responsibilities. Mr. Mosich receives this premium.
|
3
|
|
The Chairman of the Audit Committee role, a premium is paid as compensation for additional responsibilities. Mr. Grinberg received this premium until his resignation as Audit Committee Chairman in February 2017. Mr. Argalas received this premium since his election as Chairman of the Audit Committee in February 2017.
|
4
|
|
For the Chairman of the Compensation Committee role, a premium is paid as compensation for additional responsibilities. Mr. Grinberg receives this premium.
|
|
|
Grants of Restricted Stock Units
|
|||||||
Role
|
|
Non-employee director
|
|
Premium
|
|
Amount
|
|||
Chairman
1
|
|
8,000
|
|
|
14,000
|
|
|
22,000
|
|
Vice-chairman
2
|
|
8,000
|
|
|
2,200
|
|
|
10,200
|
|
Chairman of the Audit Committee
3
|
|
8,000
|
|
|
2,200
|
|
|
10,200
|
|
Chairman of the Compensation Committee
4
|
|
8,000
|
|
|
800
|
|
|
8,800
|
|
Other non-employee directors
|
|
8,000
|
|
|
—
|
|
|
8,000
|
|
1
|
|
For the Chairman role, a premium is paid as compensation for additional responsibilities. Mr. Allrich received this premium until his resignation in February 2017. Mr. Grinberg received this premium since his election as Chairman in February 2017.
|
2
|
|
For the Vice-chairman role, a premium is paid as compensation for additional responsibilities. Mr. Mosich receives this premium.
|
3
|
|
The Chairman of the Audit Committee role, a premium is paid as compensation for additional responsibilities. Mr. Grinberg received this premium until his resignation as Audit Committee Chairman in February 2017. Mr. Argalas received this premium since his election as Chairman of the Audit Committee in February 2017.
|
4
|
|
For the Chairman of the Compensation Committee role, a premium is paid as compensation for additional responsibilities. Mr. Grinberg receives this premium.
|
Name
|
|
Fees
Earned or
Paid in
Cash
1
|
|
Stock
Awards
2
|
|
Option
Awards
|
|
Non-Equity
Incentive
Plan
Compensation
|
|
Changes
in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
|
|
All Other
Compensation
|
|
Total
|
||||||||||||||
Theodore C. Allrich
3
|
|
$
|
64,000
|
|
|
$
|
481,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
545,800
|
|
James S. Argalas
4
|
|
44,000
|
|
|
175,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219,200
|
|
|||||||
John Gary Burke
|
|
36,000
|
|
|
175,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
211,200
|
|
|||||||
James J. Court
|
|
36,000
|
|
|
175,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
211,200
|
|
|||||||
Uzair Dada
|
|
36,000
|
|
|
175,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
211,200
|
|
|||||||
Paul J. Grinberg
5
|
|
84,000
|
|
|
240,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324,900
|
|
|||||||
Nicholas A. Mosich
|
|
60,000
|
|
|
223,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
283,380
|
|
|||||||
Edward J. Ratinoff
|
|
36,000
|
|
|
175,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
211,200
|
|
1
|
|
The amounts in this column represent the annual cash fees paid to our non-employee directors for service during fiscal 2017.
|
2
|
|
The stock awards included for each non-employee director above consists of Restricted Stock Units. The value for each of these awards is its grant date fair value calculated by multiplying the number of units subject to the award by the NASDAQ closing price per share on the date such award was granted. The table below shows the award number of units, the grant date, the per-unit fair value, and the total grant date fair value for the stock awards shown.
|
3
|
|
Mr. Allrich resigned from the Board of Directors in February 2017.
|
4
|
|
Mr. Argalas was elected Chairman of the Audit Committee in February 2017.
|
5
|
|
Mr. Grinberg was elected Chairman of the Board of Directors in February 2017 and resigned as Chairman of the Audit Committee in February 2017.
|
Name
|
|
Fiscal
Year
|
|
Grant
Date
|
|
Non-equity
Incentive Plan
|
|
Restricted
Stock
Units (“RSUs”)
|
|
Option
Awards:
Number of
Shares
Underlying
Option
|
|
Base
Price of RSUs
(per Unit)
|
|
Grant Date
Fair Value
of RSUs
|
||||||||
Theodore C. Allrich
1
|
|
2017
|
|
9/8/2016
|
|
$
|
—
|
|
|
22,000
|
|
|
—
|
|
|
$
|
21.90
|
|
|
$
|
481,800
|
|
James S. Argalas
|
|
2017
|
|
9/8/2016
|
|
—
|
|
|
8,000
|
|
|
—
|
|
|
21.90
|
|
|
175,200
|
|
|||
John Gary Burke
|
|
2017
|
|
9/8/2016
|
|
—
|
|
|
8,000
|
|
|
—
|
|
|
21.90
|
|
|
175,200
|
|
|||
James J. Court
|
|
2017
|
|
9/8/2016
|
|
—
|
|
|
8,000
|
|
|
—
|
|
|
21.90
|
|
|
175,200
|
|
|||
Uzair Dada
|
|
2017
|
|
9/8/2016
|
|
—
|
|
|
8,000
|
|
|
—
|
|
|
21.90
|
|
|
175,200
|
|
|||
Paul J. Grinberg
|
|
2017
|
|
9/8/2016
|
|
—
|
|
|
11,000
|
|
|
—
|
|
|
21.90
|
|
|
240,900
|
|
|||
Nicholas A. Mosich
|
|
2017
|
|
9/8/2016
|
|
—
|
|
|
10,200
|
|
|
—
|
|
|
21.90
|
|
|
223,380
|
|
|||
Edward J. Ratinoff
|
|
2017
|
|
9/8/2016
|
|
—
|
|
|
8,000
|
|
|
—
|
|
|
21.90
|
|
|
175,200
|
|
1
|
|
Mr. Allrich resigned from the Board of Directors in February 2017.
|
Name
|
|
Restricted Stock Unit Awards
|
|||||||
Number of
Restricted Stock Units That
Have Not
Vested
|
|
Date of Grant
1
|
|
Market Value
of Restricted Stock Units That Have
Not Vested
2
|
|||||
James S. Argalas
|
|
2,668
|
|
|
08/06/2014
|
|
$
|
63,285
|
|
|
|
5,334
|
|
|
08/26/2015
|
|
126,522
|
|
|
|
|
8,000
|
|
|
09/08/2016
|
|
189,760
|
|
|
John Gary Burke
|
|
2,668
|
|
|
08/06/2014
|
|
63,285
|
|
|
|
|
5,334
|
|
|
08/26/2015
|
|
126,522
|
|
|
|
|
8,000
|
|
|
09/08/2016
|
|
189,760
|
|
|
James J. Court
|
|
2,668
|
|
|
08/06/2014
|
|
63,285
|
|
|
|
|
5,334
|
|
|
08/26/2015
|
|
126,522
|
|
|
|
|
8,000
|
|
|
09/08/2016
|
|
189,760
|
|
|
Uzair Dada
|
|
1,055
|
|
|
01/22/2015
|
|
25,025
|
|
|
|
|
5,334
|
|
|
08/26/2015
|
|
126,522
|
|
|
|
|
8,000
|
|
|
09/08/2016
|
|
189,760
|
|
|
Paul J. Grinberg
|
|
3,668
|
|
|
08/06/2014
|
|
87,005
|
|
|
|
|
7,334
|
|
|
08/26/2015
|
|
173,962
|
|
|
|
|
11,000
|
|
|
09/08/2016
|
|
260,920
|
|
|
Nicholas A. Mosich
|
|
3,400
|
|
|
08/06/2014
|
|
80,648
|
|
|
|
|
6,800
|
|
|
08/26/2015
|
|
161,296
|
|
|
|
|
10,200
|
|
|
09/08/2016
|
|
241,944
|
|
|
Edward J. Ratinoff
|
|
2,668
|
|
|
08/06/2014
|
|
63,285
|
|
|
|
|
5,334
|
|
|
08/26/2015
|
|
126,522
|
|
|
|
|
8,000
|
|
|
09/08/2016
|
|
189,760
|
|
1
|
|
Grants from 2014 and 2015 vest in one-third increments on each of the first three anniversaries of the date of grant. Grants from 2016 vest in one-third increments on each of the first three anniversaries of the filing of the fiscal 2016 Annual Report on Form 10-K on August 24th.
|
2
|
|
The values contained in this column were calculated by multiplying the number of shares by $23.72, which was the closing price of the Company’s common stock reported on the NASDAQ on June 30, 2017.
|
Name
|
|
Age
|
|
Position
|
Gregory Garrabrants
|
|
45
|
|
President and Chief Executive Officer
|
Andrew J. Micheletti
|
|
60
|
|
Executive Vice President, Chief Financial Officer
|
Eshel Bar-Adon
|
|
62
|
|
Executive Vice President, Specialty Finance and Chief Legal Officer
|
Brian Swanson
|
|
37
|
|
Executive Vice President, Chief Lending Officer
|
Thomas Constantine
|
|
55
|
|
Executive Vice President, Chief Credit Officer
|
•
|
Total compensation amounts should be sufficiently competitive with industry peer companies to enable the Company to attract and retain top executive talent, while also being consistent with the Company’s objective of maintaining a competitive and efficient cost structure;
|
•
|
A substantial portion of each executive’s pay should be performance-based compensation that is variable based on the Company’s annual and long-term operating performance and long-term stockholder returns, and should be aligned with the Company’s business strategy; and
|
•
|
Compensation should be commensurate with the role, scope, and complexity of each executive’s position relative to other executives and employees.
|
Element
|
|
Character
|
|
How Objectives Are Met
|
Base Salary
|
|
Short Term
|
|
Helps ensure that compensation is commensurate with the role, scope and complexity of each executive’s position relative to other executives and employees.
|
Annual Non-Equity Incentive Plan Compensation (Cash & Deferred Bonus)
|
|
Short Term
|
|
Varies based on the Company attaining annual performance measures that are aligned with the business strategy and stockholders’ interests.
|
Restricted Stock Units
|
|
Long Term
|
|
Varies based on long-term total stockholder return and promotes stockholders’ interests.
|
•
|
evaluate employee performance;
|
•
|
review business performance targets and objectives; and
|
•
|
set base salary levels, amounts and targets for incentive cash bonus plan.
|
Name
|
|
Year
|
|
Salary
1
|
|
Bonus
2
|
|
Stock
Awards
3
|
|
All Other
Compensation
4
|
|
Total
|
||||||||||
Gregory Garrabrants
|
|
2017
|
|
$
|
375,000
|
|
|
$
|
365,625
|
|
|
$
|
6,024,960
|
|
|
$
|
—
|
|
|
$
|
6,765,585
|
|
|
|
2016
|
|
375,000
|
|
|
365,625
|
|
|
8,468,640
|
|
|
250
|
|
|
9,209,515
|
|
|||||
|
|
2015
|
|
375,000
|
|
|
328,125
|
|
|
5,607,360
|
|
|
—
|
|
|
6,310,485
|
|
|||||
Andrew J. Micheletti
|
|
2017
|
|
235,000
|
|
|
200,000
|
|
|
941,400
|
|
|
—
|
|
|
1,376,400
|
|
|||||
|
|
2016
|
|
231,000
|
|
|
150,000
|
|
|
1,338,863
|
|
|
—
|
|
|
1,719,863
|
|
|||||
|
|
2015
|
|
220,000
|
|
|
66,000
|
|
|
876,150
|
|
|
—
|
|
|
1,162,150
|
|
|||||
Eshel Bar-Adon
|
|
2017
|
|
265,000
|
|
|
275,000
|
|
|
335,035
|
|
|
250
|
|
|
875,285
|
|
|||||
|
|
2016
|
|
250,000
|
|
|
215,000
|
|
|
140,018
|
|
|
—
|
|
|
605,018
|
|
|||||
|
|
2015
|
|
225,000
|
|
|
140,000
|
|
|
240,184
|
|
|
—
|
|
|
605,184
|
|
|||||
Brian Swanson
|
|
2017
|
|
240,000
|
|
|
290,000
|
|
|
390,012
|
|
|
—
|
|
|
920,012
|
|
|||||
|
|
2016
|
|
235,000
|
|
|
260,000
|
|
|
185,063
|
|
|
—
|
|
|
680,063
|
|
|||||
|
|
2015
|
|
205,000
|
|
|
205,000
|
|
|
485,170
|
|
|
—
|
|
|
895,170
|
|
|||||
Thomas Constantine
|
|
2017
|
|
245,000
|
|
|
215,000
|
|
|
260,033
|
|
|
250
|
|
|
720,283
|
|
|||||
|
|
2016
|
|
235,000
|
|
|
172,500
|
|
|
115,054
|
|
|
—
|
|
|
522,554
|
|
|||||
|
|
2015
|
|
220,000
|
|
|
137,500
|
|
|
265,093
|
|
|
—
|
|
|
622,593
|
|
1
|
|
Effective July 1, 2017, Mr. Garrabrants’ salary was increased to $700,000 in accordance with his Second Amended and Restated Employment Agreement, dated June 30, 2017. In connection with the Company’s annual review of compensation, base salaries increased effective July 2017, as follows: Mr. Bar-Adon to $275,000, Mr. Swanson to $255,000 and Mr. Constantine
to $250,000 and Mr. Micheletti to $245,000.
|
2
|
|
In August 2017, bonus payments were made to the Named Executive Officers in relation to performance for the fiscal year 2017 as follows: $145,000 to Mr. Bar-Adon, $150,000 to Mr. Swanson and $115,000 to Mr. Constantine. In August of 2017, bonus payments were made to the Chief Executive Officer and Chief Financial Officer for performance during the fiscal year 2017 as follows: $253,125 to Mr. Garrabrants and $250,000 to Mr. Micheletti.
|
3
|
|
The stock awards included for each Named Executive Officer above consists of Restricted Stock Units. The value for each of these awards is its grant date fair value calculated by multiplying the number of units subject to the award by the NASDAQ closing price per share on the date such award was granted. The table below shows the award number of shares, the grant date, the per-share fair value, and the total grant date fair value for the stock awards shown. On July 12, 2017 grants of 7,356 restricted stock units to Mr. Bar-Adon with a total value of $175,000, 8,827 restricted stock units to Mr. Swanson with a total value of $210,000 and 5,885 restricted stock units to Mr. Constantine with a total value of $140,000, which vest in one-third increments on each of the first three anniversaries of the date of grant. The restricted stock units have a value of $23.79 per share, which was the closing price on the grant date of July 12, 2017. On August 24, 2017 the Board of Directors of the Company made a grant of 160,000 restricted stock units to Mr. Garrabrants with a total value of $4,240,000, which vest in one-fourth increments on each of the first four fiscal year-ends following the date of grant. The restricted stock units have a value of $26.50 per share, which was the closing price on the grant date of August 24, 2017. On August 24, 2017 the Board of Directors of the Company made a grant of 45,000 restricted stock units to Mr. Micheletti with a total value of $1,192,500, which vest in one-third increments on each of the first three anniversaries of the date of grant. The restricted stock units have a value of $26.50 per share, which was the closing price on the grant date of August 24, 2017.
|
4
|
|
This column represents the amount of all compensation paid to the Named Executive Officers that is not reported in any other column of the table.
|
Name
|
|
Grant
Date
|
|
Estimated Possible Future
Payouts Under Non-Equity
Incentive Plan Awards
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
|
All Other
Stock Awards:
Number
of Shares
of Stock
or Units
1
|
|
Closing
Price of
Stock on
Date of
Grant
|
|
Grant Date
Fair Value of
Stock and Option Awards
|
||||||||||||||||||||||
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|||||||||||||||||||||||
Gregory Garrabrants
|
|
08/24/16
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
288,000
|
|
|
$
|
20.9200
|
|
|
$
|
6,024,960
|
|
Andrew J. Micheletti
|
|
08/24/16
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,000
|
|
|
20.9200
|
|
|
941,400
|
|
|||||
Eshel Bar-Adon
|
|
08/10/16
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,276
|
|
|
17.2500
|
|
|
160,011
|
|
|||||
|
|
01/17/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,271
|
|
|
27.9100
|
|
|
175,024
|
|
|||||||||||
Brian Swanson
|
|
08/10/16
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,015
|
|
|
17.2500
|
|
|
190,009
|
|
|||||
|
|
01/17/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,166
|
|
|
27.9100
|
|
|
200,003
|
|
|||||||||||
Thomas Constantine
|
|
08/10/16
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,957
|
|
|
17.2500
|
|
|
120,008
|
|
|||||
|
|
01/17/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,017
|
|
|
27.9100
|
|
|
140,024
|
|
1
|
|
Restricted stock units for Mr. Garrabrants vest in one-fourth increments on each of the first four fiscal year-ends following the date of grant, for all others, vesting is in one-third increments on each of the first three anniversaries of the date of grant.
|
|
|
Restricted Stock Unit Awards
|
|||||||
Name
|
|
Number of
Restricted Stock
Units That
Have Not
Vested
|
|
Date of Grant
1
|
|
Market Value
of Restricted Stock Units
That Have
Not Vested
2
|
|||
Gregory Garrabrants
|
|
72,000
|
|
|
08/28/14
|
|
$
|
1,707,840
|
|
|
|
144,000
|
|
|
08/28/15
|
|
3,415,680
|
|
|
|
|
216,000
|
|
|
08/24/16
|
|
5,123,520
|
|
|
Andrew J. Micheletti
|
|
15,000
|
|
|
08/28/14
|
|
355,800
|
|
|
|
|
30,000
|
|
|
08/26/15
|
|
711,600
|
|
|
|
|
45,000
|
|
|
08/24/16
|
|
1,067,400
|
|
|
Eshel Bar-Adon
|
|
1,272
|
|
|
07/11/14
|
|
30,172
|
|
|
|
|
1,183
|
|
|
12/23/14
|
|
28,061
|
|
|
|
|
1,420
|
|
|
06/01/15
|
|
33,682
|
|
|
|
|
4,667
|
|
|
10/30/15
|
|
110,701
|
|
|
|
|
9,276
|
|
|
08/10/16
|
|
220,027
|
|
|
|
|
6,271
|
|
|
01/17/17
|
|
148,748
|
|
|
Brian Swanson
|
|
2,728
|
|
|
07/11/14
|
|
64,708
|
|
|
|
|
2,702
|
|
|
12/23/14
|
|
64,091
|
|
|
|
|
2,484
|
|
|
06/01/15
|
|
58,920
|
|
|
|
|
6,168
|
|
|
10/30/15
|
|
146,305
|
|
|
|
|
11,015
|
|
|
08/10/16
|
|
261,276
|
|
|
|
|
7,166
|
|
|
01/17/17
|
|
169,978
|
|
|
Thomas Constantine
|
|
1,456
|
|
|
07/11/14
|
|
34,536
|
|
|
|
|
1,394
|
|
|
12/23/14
|
|
33,066
|
|
|
|
|
1,455
|
|
|
06/01/15
|
|
34,513
|
|
|
|
|
3,835
|
|
|
10/30/15
|
|
90,966
|
|
|
|
|
6,957
|
|
|
08/10/16
|
|
165,020
|
|
|
|
|
5,017
|
|
|
01/17/17
|
|
119,003
|
|
1
|
|
Restricted stock units for Mr. Garrabrants vest in one-fourth increments on each of the first four fiscal year-ends following the date of grant, for all others, vesting is in one-third increments on each of the first three anniversaries of the date of grant.
|
2
|
|
The values contained in this column were calculated by multiplying the number of shares by $23.72, which was the closing price of the Company’s common stock reported on the NASDAQ on June 30, 2017. Share amounts have been presented to reflect the four-for-one forward split of the Company’s common stock effected in the form of a stock dividend that was distributed on November 17, 2015.
|
|
|
Restricted Stock Unit Awards
|
|||||
Name
|
|
Number of Shares
Acquired on Vesting
|
|
Value Realized on
Vesting
|
|||
Gregory Garrabrants
1
|
|
288,000
|
|
|
$
|
6,831,360
|
|
Andrew J. Micheletti
2
|
|
45,004
|
|
|
955,872
|
|
|
Brian Swanson
3
|
|
14,249
|
|
|
301,008
|
|
|
Thomas Constantine
4
|
|
7,445
|
|
|
157,635
|
|
|
Eshel Bar-Adon
5
|
|
7,572
|
|
|
157,650
|
|
1
|
|
Mr. Garrabrants chose to net settle his shares upon vesting, selling back to the Company 159,115 shares of the 288,000 vested shares to cover his income tax withholding.
|
2
|
|
Mr. Micheletti chose to net settle his shares upon vesting, selling back to the Company 24,840 shares of the 45,004 vested shares to cover his income tax withholding.
|
3
|
|
Mr. Swanson chose to net settle his shares upon vesting, selling back to the Company 5,352 shares of the 14,249 vested shares to cover his income tax withholding.
|
4
|
|
Mr. Constantine chose to net settle his shares upon vesting, selling back to the Company 2,795 shares of the 7,445 vested shares to cover his income tax withholding.
|
5
|
|
Mr. Bar-Adon chose to net settle his shares upon vesting, selling back to the Company 2,331 shares of the 7,572 vested shares to cover his income tax withholding.
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
Termination After
Change-in-Control
5, 6
|
||||||||||||
|
|
A
|
|
B
|
|
C
|
|
D
|
|
E
|
||||||||||
Type of Benefit
1
|
|
Death or
Disability
|
|
Termination
before a Change-
in-Control
by Company
without
Cause
|
|
Upon a
Change-in-
Control
5
|
|
Termination by
Company for Any
Reason or by
Executive with
Good Reason
|
|
Termination by
Executive
without Good
Reason
|
||||||||||
Cash Severance
2
|
|
$
|
296,394
|
|
|
$
|
996,394
|
|
|
$
|
—
|
|
|
$
|
1,880,769
|
|
|
$
|
296,394
|
|
Restricted Stock Vesting
3
|
|
13,950,080
|
|
|
13,950,080
|
|
|
13,950,080
|
|
|
—
|
|
|
—
|
|
|||||
280G Tax Gross Up
4
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Value Upon Event
|
|
$
|
14,246,474
|
|
|
$
|
14,946,474
|
|
|
$
|
13,950,080
|
|
|
$
|
1,880,769
|
|
|
$
|
296,394
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Value Upon CIC and Termination Events in Column D (
Column C+D
)
|
|
|
|
|
|
|
|
$
|
15,830,849
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Value Upon CIC and Termination Event in Column E (
Column C+E
)
|
|
|
|
|
|
|
|
|
|
$
|
14,246,474
|
|
1
|
|
This change in control table is based on Mr. Garrabrants Second Amended and Restated Employment Agreement dated June 30, 2017.
|
2
|
|
Mr. Garrabrants’ employment agreement provides for a lump sum cash payment in the amount of two times his annual salary plus one times his target bonus, in the event the Company terminates his employment, without cause, prior to a change-in-control; or three times his annual salary plus three times his target bonus if within two years following a change-in-control, our successor terminates his employment for any reason or by Mr. Garrabrants for good reason. He is also entitled to any accrued vacation and his annual cash incentive award. Column D includes an additional amount equal to three times the amount of the annual target cash incentive award.
|
3
|
|
The value of restricted stock vesting was calculated by multiplying the number of unvested shares by the stock price at grant, consisting of 72,000 by $19.47, 144,000 by $29.41, 216,000 by $20.92 and 160,000 by $23.72.
|
4
|
|
Mr. Garrabrants’ employment agreement provides that if any Company payments made upon termination after a change-in-control of the Company constitutes a “parachute payment” under Section 280G of the Internal Revenue Code, the Company would make a gross-up payment to Mr. Garrabrants. The gross-up payment would be equal to the amount necessary to cause the net amount retained by Mr. Garrabrants, after subtracting (i) the parachute payment excise tax imposed by Section 4999 of the Internal Revenue Code, and (ii) any federal, state and local income taxes, FICA tax, and the Section 4999 excise tax on the gross-up payment, to be equal to the net amount Mr. Garrabrants would have retained had no Section 4999 excise tax been imposed and no Company gross-up payment been made.
|
5
|
|
These columns assume the vesting of all unvested stock options and restricted stock accelerated on the consummation of the change-in-control as provided in the Company’s Plans and there was no assumption or substitution of unvested stock options and restricted stock by the acquirer.
|
6
|
|
For a change-in-control and subsequent termination of Mr. Garrabrants’ employment, he would have received the “Total Value Upon Event” specified in the table in column C plus the “Total Value Upon Event” in either column D or column E, depending upon the circumstances of his termination.
|
|
|
|
|
|
|
|
|
Termination After
Change-in-Control
3, 4
|
||||||||||||
|
|
A
|
|
B
|
|
C
|
|
D
|
|
E
|
||||||||||
Type of Benefit
|
|
Death or
Disability
|
|
Termination
before a Change-
in-Control
by Company
without
Cause
|
|
Upon a
Change-in-
Control
3
|
|
Termination by
Company for Any
Reason or by
Executive with
Good Reason
|
|
Termination by
Executive
without Good
Reason
|
||||||||||
Cash Severance
1
|
|
$
|
801,079
|
|
|
$
|
331,079
|
|
|
$
|
—
|
|
|
$
|
331,079
|
|
|
$
|
96,079
|
|
Restricted Stock Vesting
2
|
|
2,306,042
|
|
|
2,306,042
|
|
|
2,306,042
|
|
|
—
|
|
|
—
|
|
|||||
Total Value Upon Event
|
|
$
|
3,107,121
|
|
|
$
|
2,637,121
|
|
|
$
|
2,306,042
|
|
|
$
|
331,079
|
|
|
$
|
96,079
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Value Upon CIC and Termination Events in Column D (
Column C+D
)
|
|
|
|
|
|
|
|
$
|
2,637,121
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Value Upon CIC and Termination Event in Column E (
Column C+E
)
|
|
|
|
|
|
|
|
|
|
$
|
2,402,121
|
|
1
|
|
Mr. Micheletti’s employment agreement provides for a lump sum cash payment in the amount of three times his annual salary, in the event of death and one times his annual salary if the Company terminates his employment. He is also entitled to any accrued vacation and a prorated annual cash incentive award.
|
2
|
|
The value of restricted stock vesting was calculated by multiplying the number of unvested shares of 15,000 by $19.47, less $244,619 already expensed, unvested shares of 30,000 by $29.75, less $367,250 already expensed, unvested shares of 45,000 by $20.92, less $266,515 already expensed and unvested shares of 45,000 by $23.72, the Company’s stock price at June 30, 2017.
.
|
3
|
|
These columns assume that the vesting of stock options and restricted stock accelerated on the consummation of the change-in-control. This assumes that the acquiring company does not assume such awards.
|
4
|
|
For a change-in-control and subsequent termination of Mr. Micheletti’s employment, he would have received the “Total Value Upon Event” specified in the table in column C plus the “Total Value Upon Event” in either column D or column E, depending upon the circumstances of his termination.
|
|
|
|
|
|
|
|
|
Termination After
Change-in-Control
3, 4
|
||||||||||||
|
|
A
|
|
B
|
|
C
|
|
D
|
|
E
|
||||||||||
Type of Benefit
|
|
Death or
Disability
|
|
Termination
before a Change-
in-Control
by Company
without
Cause
|
|
Upon a
Change-in-
Control
3
|
|
Termination by
Company for Any
Reason or by
Executive with
Good Reason
|
|
Termination by
Executive
without Good
Reason
|
||||||||||
Cash Severance
1
|
|
$
|
30,577
|
|
|
$
|
295,577
|
|
|
$
|
—
|
|
|
$
|
295,577
|
|
|
$
|
30,577
|
|
Restricted Stock Vesting
2
|
|
541,499
|
|
|
541,499
|
|
|
541,499
|
|
|
—
|
|
|
—
|
|
|||||
Total Value Upon Event
|
|
$
|
572,076
|
|
|
$
|
837,076
|
|
|
$
|
541,499
|
|
|
$
|
295,577
|
|
|
$
|
30,577
|
|
Total Value Upon CIC and Termination Events in Column D (
Column C+D
)
|
|
|
|
|
|
|
|
$
|
837,076
|
|
|
|
||||||||
Total Value Upon CIC and Termination Event in Column E (
Column C+E
)
|
|
|
|
|
|
|
|
|
|
$
|
572,076
|
|
1
|
|
Mr. Bar-Adon’s employment agreement provides for a lump sum cash payment in the amount of one times his annual salary if the Company terminates his employment, without cause, prior to or after a change-in-control, by our successor after a change-in-control. In addition, any accrued vacation would be paid out.
|
2
|
|
The value of restricted stock vesting was calculated by multiplying the number of unvested shares of 1,272 by $18.35, less $22,620 already expensed, unvested shares of 1,183 by $19.75, less $12,084 already expensed, unvested shares of 1,420 by $23.49, less $2,648 already expensed, unvested shares of 4,667 by $20.00, less $31,044 already expensed, unvested shares of 9,276 by $17.25, less $47,346 already expensed and unvested shares of 6,271 by $27.91, less $26,214 already expensed and unvested shares of 7,357 by $23.72, the Company’s stock price at June 30, 2017.
|
3
|
|
These columns assume that the vesting of stock options and restricted stock accelerated on the consummation of the change-in-control. This assumes that the acquirer does not assume such awards.
|
4
|
|
For a change-in-control and subsequent termination of Mr. Bar-Adon’s employment, he would have received the “Total Value Upon Event” specified in the table in column C plus the “Total Value Upon Event” in either column D or column E, depending upon the circumstances of his termination.
|
|
|
|
|
|
|
|
|
Termination After
Change-in-Control
3, 4
|
||||||||||||
|
|
A
|
|
B
|
|
C
|
|
D
|
|
E
|
||||||||||
Type of Benefit
|
|
Death or
Disability
|
|
Termination
before a Change-
in-Control
by Company
without
Cause
|
|
Upon a
Change-in-
Control
3
|
|
Termination by
Company for Any
Reason or by
Executive with
Good Reason
|
|
Termination by
Executive
without Good
Reason
|
||||||||||
Cash Severance
1
|
|
$
|
27,692
|
|
|
$
|
27,692
|
|
|
$
|
—
|
|
|
$
|
507,692
|
|
|
$
|
27,692
|
|
Restricted Stock Vesting
2
|
|
677,267
|
|
|
—
|
|
|
677,267
|
|
|
—
|
|
|
—
|
|
|||||
Total Value Upon Event
|
|
$
|
704,959
|
|
|
$
|
27,692
|
|
|
$
|
677,267
|
|
|
$
|
507,692
|
|
|
$
|
27,692
|
|
Total Value Upon CIC and Termination Events in Column D (
Column C+D
)
|
|
|
|
|
|
|
|
$
|
1,184,959
|
|
|
|
||||||||
Total Value Upon CIC and Termination Event in Column E (
Column C+E
)
|
|
|
|
|
|
|
|
|
|
$
|
704,959
|
|
1
|
|
Mr. Swanson’s employment agreement provides for a lump sum cash payment in the amount of two times his annual salary if the Company terminates his employment, without cause, after a change-in-control, by our successor after a change-in-control. In addition, any accrued vacation would be paid out.
|
2
|
|
The value of restricted stock vesting was calculated by multiplying the number of unvested shares of 2,728 by $18.35, less $48,465 already expensed, unvested shares of 2,702 by $19.75, less $27,601 already expensed, unvested shares of 2,484 by $23.49, less $4,632 already expensed, unvested shares of 6,168 by $20.00, less $41,031 already expensed, unvested shares of 11,015 by $17.25, less $56,222 already expensed and unvested shares of 7,166 by $27.91 less $29,955 already expensed and unvested shares of 8,828 by $23.72 the Company’s stock price at June 30, 2017.
|
3
|
|
These columns assume that the vesting of stock options and restricted stock accelerated on the consummation of the change-in-control. This assumes that the acquirer does not assume such awards.
|
4
|
|
For a change-in-control and subsequent termination of Mr. Swanson’s employment, he would have received the “Total Value Upon Event” specified in the table in column C plus the “Total Value Upon Event” in either column D or column E, depending upon the circumstances of his termination.
|
|
|
|
|
|
|
|
|
Termination After
Change-in-Control
3, 4
|
||||||||||||
|
|
A
|
|
B
|
|
C
|
|
D
|
|
E
|
||||||||||
Type of Benefit
|
|
Death or
Disability
|
|
Termination
before a Change-
in-Control
by Company
without
Cause
|
|
Upon a
Change-in-
Control
3
|
|
Termination by
Company for Any
Reason or by
Executive with
Good Reason
|
|
Termination by
Executive
without Good
Reason
|
||||||||||
Cash Severance
1
|
|
$
|
28,269
|
|
|
$
|
273,269
|
|
|
$
|
—
|
|
|
$
|
273,269
|
|
|
$
|
28,269
|
|
Restricted Stock Vesting
2
|
|
440,393
|
|
|
440,393
|
|
|
440,393
|
|
|
—
|
|
|
—
|
|
|||||
Total Value Upon Event
|
|
$
|
468,662
|
|
|
$
|
713,662
|
|
|
$
|
440,393
|
|
|
$
|
273,269
|
|
|
$
|
28,269
|
|
Total Value Upon CIC and Termination Events in Column D (
Column C+D
)
|
|
|
|
|
|
|
|
$
|
713,662
|
|
|
|
||||||||
Total Value Upon CIC and Termination Event in Column E (
Column C+E
)
|
|
|
|
|
|
|
|
|
|
$
|
468,662
|
|
1
|
|
Mr. Constantine’s employment agreement provides for a lump sum cash payment in the amount of one times his annual salary if the Company terminates his employment, without cause, prior to or after a change-in-control, by our successor after a change-in-control. In addition, any accrued vacation would be paid out.
|
2
|
|
The value of restricted stock vesting was calculated by multiplying the number of unvested shares of 1,456 by $18.35, less $25,845 already expensed, unvested shares of 1,394 by $19.75, less $14,236 already expensed, unvested shares of 1,455 by $23.49, less $2,713 already expensed, unvested shares of 3,835 by $20.00, less $25,509 already expensed, unvested shares of 6,957 by $17.25, less $35,509 already expensed, unvested shares of 5,017 by $27.91, less $20,972 already expensed and unvested shares of 5,885 by $23.72, the Company’s stock price at June 30, 2017.
|
3
|
|
These columns assume that the vesting of stock options and restricted stock accelerated on the consummation of the change-in-control. This assumes that the acquirer does not assume such awards.
|
4
|
|
For a change-in-control and subsequent termination of Mr. Constantine’s employment, he would have received the “Total Value Upon Event” specified in the table in column C plus the “Total Value Upon Event” in either column D or column E, depending upon the circumstances of his termination.
|
|
Respectfully submitted,
|
The Compensation Committee of the Board of Directors
|
Paul J. Grinberg, Chairman
|
John Gary Burke
|
James J. Court
|
|
Jun-12
|
Jun-13
|
Jun-14
|
Jun-15
|
Jun-16
|
Jun-17
|
||||||||||||
BofI
|
$
|
100.00
|
|
$
|
231.98
|
|
$
|
371.86
|
|
$
|
535.02
|
|
$
|
358.50
|
|
$
|
480.16
|
|
NASDAQ
|
100.00
|
|
121.39
|
|
151.91
|
|
162.75
|
|
166.55
|
|
197.54
|
|
||||||
ABAQ
|
100.00
|
|
121.20
|
|
144.37
|
|
160.02
|
|
206.18
|
|
282.79
|
|
•
|
yearly or
|
•
|
every two years or
|
•
|
every three years.”
|
|
|
Fees Charged
|
|
Fees Charged
|
||||
Nature of Services
|
|
2017
|
|
2016
|
||||
Audit fees
1
|
|
$
|
481,362
|
|
|
$
|
621,450
|
|
Audit-related fees
2
|
|
—
|
|
|
—
|
|
||
Tax fees
3
|
|
—
|
|
|
—
|
|
||
|
|
$
|
481,362
|
|
|
$
|
621,450
|
|
1
|
|
Audit Fees
consist of fees billed and unbilled and expenses for professional services rendered for the audit of the Company’s consolidated annual financial statements, review of interim consolidated financial statements included in quarterly reports and services closely related to the audit and that in many cases could only be performed by the independent registered public accounting firm. Such services include comfort letters, which totaled $0 and $62,500 for 2017 and 2016, respectively.
|
2
|
|
Audit-Related Fees
consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.”
|
3
|
|
Tax Fees
consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning.
|
|
Respectfully submitted,
|
The Audit Committee of the Board of Directors
|
James S. Argalas, Chairman
|
Paul J. Grinberg
|
Nicholas A. Mosich
|
|
By Order of the Board of Directors,
|
|
|
Gregory Garrabrants
|
President and Chief Executive Officer
|
|
September 13, 2017
|
|
||
|
|
|
From the South
|
|
From the North
|
Take I-805 North
Exit Miramar Road/La Jolla Village Dr.
Go West onto La Jolla Village Dr.
Turn Right onto Genesee Ave.
Turn Right onto Executive Square
Follow driveway up and veer left, into the Visitor Parking structure
.
|
|
Take I-805 South
Exit Miramar Road/La Jolla Village Dr.
Go West onto La Jolla Village Dr.
Turn Right onto Genesee Ave.
Turn Right onto Executive Square
Follow driveway up and veer left, into the Visitor Parking structure.
|
1 Year Axos Finl (delisted) Chart |
1 Month Axos Finl (delisted) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions