ISS Concludes Driver Management Has Not Made a
Compelling Case for Change
First Foundation Encourages Stockholders to
Follow ISS’ Recommendation and Vote FOR
ALL TEN of the Company's Director Nominees and select
WITHHOLD for the Driver Nominee on the BLUE Universal Proxy Card
First Foundation Inc. (NASDAQ: FFWM) (“First Foundation” or the
“Company”), a financial services company with two wholly owned
operating subsidiaries, First Foundation Advisors (“FFA”) and First
Foundation Bank (“FFB”), today announced that Institutional
Shareholder Services (“ISS”), a leading proxy advisory firm, has
recommended that First Foundation stockholders vote for ALL of
First Foundation’s ten highly qualified director nominees at the
upcoming Annual Meeting of Stockholders scheduled for Tuesday, June
27, 2023.
In its recommendation, ISS concludes that Driver (“the
dissident”) has not made a compelling
case for change1:
- “From an operational performance standpoint, the company had
delivered strong top-line and earnings growth over the last five
years, mirrored by steady growth in assets, deposits, and loans,
while maintaining a strong credit profile.”
- “The company has a track record of long-term value creation and
operational performance. While recent performance has been acutely
impacted by the banking sector crisis…the company seemingly took
decisive actions to respond to the crisis and appears to be better
positioned in the current rate environment.”
- “The company has taken a proactive approach in response to the
rising rate environment.”
- “In light of these factors, the dissident has not presented a
particularly compelling case, from an operational perspective, that
change is warranted at this time.”
ISS reports that Ms. Ball does not possess the necessary
qualifications to serve as a director of a publicly traded
financial institution and that Driver’s search for a nominee was
flawed:
- “Given [Ms. Ball’s] lack of relevant regional banking or board
experience, this does not appear to be the opportune time for her
to learn the ropes of serving as a public company director.”
- “[T]he dissident’s own search process also appears to have
lacked necessary rigor, yielding a curious choice of two
self-described best friends (a fact that was apparently not
disclosed during the nomination process) who do not have obviously
relevant industry or board experience.”
ISS confirms that the Company’s recent addition to the Board,
Gabriel Vazquez, adds beneficial expertise to the Board:
- “[T]he company’s most recent director appointee, Gabriel
Vazquez…has served as an executive at a public company in a highly
regulated industry, both of which could be beneficial to the
board.”
Commenting on the recommendation, Scott F. Kavanaugh, President
and CEO, said:
“ISS recognizes that First Foundation has the
right Board and the right strategy to continue enhancing value for
stockholders. This unbiased third-party recommendation reaffirms
the Board’s conclusion that Driver did not make a compelling case
for change and their nominee does not have the experience or
expertise to be additive to the First Foundation Board.”
We urge you to support First Foundation by voting “FOR” your
incumbent directors Ulrich E. Keller, Jr., Scott F. Kavanaugh, Max
A. Briggs, John A. Hakopian, David G. Lake, Elizabeth A.
Pagliarini, Mitchell M. Rosenberg, Ph.D, Diane M. Rubin, Jacob P.
Sonenshine, and Gabriel V. Vazquez and selecting “WITHHOLD” for the
Driver Nominee on your BLUE Proxy Card.
We encourage stockholders to disregard any
white proxy card or other solicitation materials sent to you by
Driver. Only your latest dated proxy card will be counted at
the 2023 Annual Meeting of Stockholders.
For more information about Driver’s misguided campaign against
First Foundation, please visit www.truthfirstfoundationinc.com.
About First Foundation
First Foundation Inc. (NASDAQ: FFWM) and its subsidiaries offer
personal banking, business banking, and private wealth management
services, including investment, trust, insurance, and philanthropy
services. This comprehensive platform of financial services is
designed to help clients at any stage in their financial journey.
The broad range of financial products and services offered by First
Foundation are more consistent with those offered by larger
financial institutions, while its high level of personalized
service, accessibility, and responsiveness to clients is more
aligned with community banks and boutique wealth management firms.
This combination of an integrated platform of comprehensive
financial products and personalized service differentiates First
Foundation from many of its competitors and has contributed to the
growth of its client base and business. Learn more at
firstfoundationinc.com or connect with us on LinkedIn and
Twitter.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of the “Safe-Harbor” provisions of the Private
Securities Litigation Reform Act of 1995, including forward-looking
statements regarding our expectations and beliefs about our future
financial performance and financial condition, as well as trends in
our business and markets. Forward-looking statements often include
words such as "believe," "expect," "anticipate," "intend," "plan,"
"estimate," "project," "outlook," or words of similar meaning, or
future or conditional verbs such as "will," "would," "should,"
"could," or "may." The forward-looking statements in this press
release are based on current information and on assumptions that we
make about future events and circumstances that are subject to a
number of risks and uncertainties that are often difficult to
predict and beyond our control. As a result of those risks and
uncertainties, our actual financial results in the future could
differ, possibly materially, from those expressed in or implied by
the forward-looking statements contained in this press release and
could cause us to make changes to our future plans.
Additional information regarding these and other risks and
uncertainties to which our business and future financial
performance are subject is contained in our Annual Report on Form
10-K for the fiscal year ended December 31, 2022, as amended, our
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2023, and other documents we file with the SEC from time to
time. We urge readers of this press release to review those reports
and other documents we file with the SEC from time to time. Also,
our actual financial results in the future may differ from those
currently expected due to additional risks and uncertainties of
which we are not currently aware or which we do not currently view
as, but in the future may become, material to our business or
operating results. Due to these and other possible uncertainties
and risks, readers are cautioned not to place undue reliance on the
forward-looking statements contained in this press release, which
speak only as of today's date, or to make predictions based solely
on historical financial performance. We also disclaim any
obligation to update forward-looking statements contained in this
press release or in the above-referenced reports, whether as a
result of new information, future events or otherwise, except as
may be required by law or NASDAQ rules.
Important Additional Information
The Company, its directors and certain of its executive officers
are participants in the solicitation of proxies from the Company’s
stockholders in connection with its upcoming 2023 Annual Meeting of
Stockholders (the “2023 Annual Meeting”). The Company has filed a
definitive proxy statement and a BLUE universal proxy card with the
Securities and Exchange Commission (the “SEC”) in connection with
its solicitation of proxies from the Company’s stockholders.
STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH
PROXY STATEMENT, ACCOMPANYING BLUE UNIVERSAL PROXY CARD AND ALL
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
AS THEY CONTAIN IMPORTANT INFORMATION. Information regarding the
identity of the participants and their direct and indirect
interests, by security holdings or otherwise is set forth in the
definitive proxy statement and other materials filed with the SEC
in connection with the 2023 Annual Meeting. Stockholders can obtain
the definitive proxy statement, any amendments or supplements to
the proxy statement and other documents filed by the Company with
the SEC at no charge at the SEC’s website at www.sec.gov. Copies
are also available at no charge on the Company’s website at
www.ff-inc.com.
_______________ 1 Permission to use ISS quotations was neither
sought nor obtained.
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version on businesswire.com: https://www.businesswire.com/news/home/20230616046482/en/
Investor and Media Contact: Shannon Wherry Director of
Corporate Communications swherry@ff-inc.com (469) 638-9642
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