8-K/A: Barnwell Details Director Compensation for Joshua Schechter
Director Compensation Disclosure
Barnwell Industries, Inc. filed an amendment to disclose the compensation structure for newly appointed director Joshua E. Schechter, including a prorated restricted stock unit grant.
Summary
- This is Amendment No. 1 to the Current Report on Form 8-K, originally filed on December 2, 2025.
- The amendment's sole purpose is to supplement the original filing with compensation information for Joshua E. Schechter, who was appointed as a member of the Board of Directors.
- Non-employee directors of the Company currently receive annual fees of $120,000 for the fiscal year ending September 30, 2026.
- The Company's practice is to pay these director fees with a combination of one-half in restricted stock units (RSUs) and one-half in cash.
- In connection with his appointment, Mr. Schechter was granted restricted stock units valued at $50,000 on December 3, 2025.
- This RSU grant represents a prorated portion of his director fees from his effective appointment date through September 20, 2026, the end of the Company's fiscal year for the RSU portion.
- The remainder of Mr. Schechter's director fees for the 2026 fiscal year will be paid in cash.
Sentiment
Score: 5
Explanation: Neutral. The filing is a routine amendment providing standard compensation details for a director, with no material positive or negative implications for the company's operations or financial health.
Future Outlook
No specific forward-looking statements or guidance are provided beyond the current fiscal year's director compensation structure.
Industry Context
This filing reflects standard corporate governance practices for compensating non-employee directors, often involving a mix of cash and equity to align their interests with shareholders. Such disclosures are routine following new board appointments.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Member of the Board of Directors | NA | Joshua E. Schechter | 2025-11-25 | Appointment to the Board |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Director Compensation Policy | Non-employee directors receive annual fees of $120,000, paid one-half in restricted stock units and one-half in cash. Joshua E. Schechter received a prorated RSU grant of $50,000. | 2025-11-25 | This compensation structure is a standard practice designed to align director interests with shareholders through equity compensation. |
Stakeholder Impact
- Shareholders: The equity component of director compensation aligns the interests of directors with those of shareholders.
- Directors: The compensation structure provides a mix of cash and equity for service on the board, reflecting standard industry practices.
Key Dates
| Date | Description |
|---|---|
| 2025-11-25 | Date of earliest event reported, related to the appointment of Joshua E. Schechter to the Board of Directors. |
| 2025-12-02 | Original Form 8-K filing date regarding the director appointment. |
| 2025-12-03 | Joshua E. Schechter was granted restricted stock units. |
| 2025-12-10 | Amendment No. 1 (8-K/A) filing date. |
| 2026-09-20 | End of the prorated period for Joshua E. Schechter's restricted stock unit grant. |
| 2026-09-30 | End of the Company's fiscal year for which director fees apply. |
Keywords
Barnwell Industries, BRN, SEC Filing, 8-K/A, Director Compensation, Restricted Stock Units, Corporate Governance, Board of Directors, Joshua Schechter
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