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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 3, 2023
FIRST FOUNDATION INC.
(Exact name of registrant as specified in its charter)
| Delaware |
001-36461 |
20-8639702 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification Number) |
| 200
Crescent Court, Suite 1400 |
|
|
| Dallas, Texas |
|
75201 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(469) 638-9636
(Registrant’s Telephone Number,
Including Area Code)
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock |
|
FFWM |
|
NASDAQ Global Market |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On August 3, 2023, First Foundation Inc. (the
“Company”) announced that James Britton has been appointed to serve as Executive Vice President and Chief Financial Officer
of the Company, effective as of August 14, 2023 (the “Start Date”). Mr. Britton will also serve as the principal
financial officer and principal accounting officer of the Company and the Chief Financial Officer of the Company’s wholly-owned
subsidiary, First Foundation Bank (the “Bank”), effective as of the Start Date. Amy Djou, who has served as Interim Chief
Financial Officer of the Company and the Bank since November 18, 2022, will continue to serve in that role until the Start Date and
will serve as Senior Vice President, Chief Accounting Officer and Deputy Chief Financial Officer of the Bank thereafter.
Mr. Britton, 46, previously served as Executive
Vice President, Chief Financial Officer and Chief Operating Officer of Texas Security Bankshares, Inc. and its wholly-owned subsidiary,
Texas Security Bank, from March 2022 to August 2023, where he was corporate secretary and directed the bank’s finance,
accounting, technology, facilities, and treasury sales functions as well as several operation units. Prior to joining Texas Security Bankshares, Inc.
and Texas Security Bank, Mr. Britton served as Executive Vice President, Director of Corporate Finance and Director of Investor Relations
for Texas Capital Bank (Nasdaq: TCBI), where from September 2013 to March 2022 he oversaw several functions, including strategic
and financial planning, financial forecasting, and stress testing, as well as investor communications. He served as Group Vice President,
Capital Adequacy and Stress Testing for SunTrust Bank with responsibility for capital management, capital adequacy and stress testing
from June 2006 to September 2013. Mr. Britton began his career in Andersen Consulting’s/Accenture’s consulting
practice supporting a range of clients before moving to banking.
In connection with Mr. Britton’s appointment
as Executive Vice President and Chief Financial Officer, Mr. Britton will receive a signing bonus of $50,000 and an annual base salary
of $390,000, subject to annual review, and will be eligible to participate in the executive incentive compensation program. Mr. Britton
may also participate in the other benefit programs of the Company and the Bank available to executive employees generally. Subject to
the approval of the Company’s compensation committee, Mr. Britton will be granted 12,000 restricted stock units under the Company’s
2015 Equity Incentive Plan, which will vest in three equal annual installments beginning on the
one-year anniversary of the grant date, in each case subject to Mr. Britton’s continuous service.
The Company expects to enter into an employment
agreement with Mr. Britton documenting the foregoing terms of employment. The Company also expects to enter into a Change in Control
Severance Compensation Agreement with Mr. Britton, which will provide that if he is terminated without cause or quits for good reason
(such as involuntary changes to his authority or responsibilities, compensation, eligibility for participation in bonus and employee benefit
plans or relocation of work location) in connection with a change in control of the Company, then he will be eligible to receive the following
severance compensation in lieu of severance benefits that could be provided under his employment agreement: (a) two times the sum
of (1) his annual base salary as then in effect and (2) the maximum bonus compensation that he could have earned under any bonus
or incentive compensation plan in which he was then participating, if any; (b) acceleration of the vesting of any unvested stock
options or restricted stock awards; and (c) continued participation for Mr. Britton and his family members in medical, dental,
vision, disability, and life insurance plans and programs through the end of the second calendar year following the calendar year of the
termination. Receipt of the listed severance benefits will be conditioned on Mr. Britton executing documentation that releases the
Company and its affiliates from all legal claims.
There are no arrangements or understandings between
Mr. Britton and any other persons pursuant to which he was selected as an officer of the Company. There are no family relationships
between Mr. Britton and any director or executive officer of the Company, and he has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On August 3, 2023, the Company issued a press
release announcing the appointment of Mr. Britton as Executive Vice President and Chief Financial Officer, which is attached hereto
as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information
in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall
not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The Company previously announced its intention to pay, subject to regulatory approval, a cash dividend
of $0.02 per share. After consulting with banking regulators, the Company confirms that a cash dividend of $0.02 per share will be paid
on August 17, 2023, to common shareholders of record as of August 7, 2023 as previously announced.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
FIRST FOUNDATION INC. |
| |
|
|
| Date: August 3, 2023 |
|
By: |
/s/ SCOTT F. KAVANAUGH |
| |
|
|
Scott F. Kavanaugh |
| |
|
|
President and Chief Executive Officer |
Exhibit 99.1
First Foundation Inc. Appoints James Britton as Chief Financial
Officer
DALLAS, Texas -- (BUSINESS WIRE) -- First Foundation
Inc. (NASDAQ: FFWM) (“First Foundation”), a financial services company with two wholly-owned operating subsidiaries, First
Foundation Advisors and First Foundation Bank, is pleased to announce the appointment of James (“Jamie”) Britton as Executive
Vice President, Chief Financial Officer, effective August 14, 2023. Reporting to Scott F. Kavanaugh, President and Chief Executive
Officer, Mr. Britton will lead the financial operations teams for First Foundation and its subsidiaries.
“We are excited to have Jamie join the executive leadership team
of First Foundation,” said Mr. Kavanaugh. “With his deep experience in corporate finance, operations, and investor relations, I
am confident that he will advance our efforts as we navigate the current environment and continue to successfully implement strategic
initiatives. I would also like to thank Amy Djou for her service as Interim Chief Financial Officer and look forward to her continued
leadership as Senior Vice President, Chief Accounting Officer and Deputy Chief Financial Officer of First Foundation Bank.”
Mr. Britton brings over 25 years of experience and joins First
Foundation from Texas Security Bank where he has been the Executive Vice President, Chief Financial Officer and Chief Operating Officer
since March 2022. Prior, he served as Executive Vice President, Director of Corporate Finance and Director of Investor Relations
for Texas Capital Bank (Nasdaq: TCBI), where from September 2013 to March 2022 he oversaw several functions, including strategic
and financial planning, financial forecasting, and stress testing, as well as investor communications. He also served as Group Vice President,
Capital Adequacy and Stress Testing for SunTrust Bank with responsibility for capital management, capital adequacy, and stress testing
from June 2006 to September 2013. Mr. Britton began his career in Andersen Consulting’s/Accenture’s consulting
practice supporting a range of clients before moving to banking.
Mr. Britton received his master of science degree in quantitative
and computational finance (financial engineering) from the Georgia Institute of Technology, and a bachelor of science in mathematics from
Arizona State University. He is a Chartered Financial Analyst (CFA®) charterholder.
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.
Contacts
Shannon Wherry, Director of Corporate Communications,
swherry@ff-inc.com, (469) 638-9642
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