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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):
November 21, 2024
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 |
|
New York Stock Exchange |
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.
Retirement of Scott F.
Kavanaugh
On November 21,
2024, Scott F. Kavanaugh, the Chief Executive Officer and a member of the Board of Directors of First Foundation Inc. (the “Company”)
and its wholly-owned bank subsidiary, First Foundation Bank (the “Bank”), announced that he will retire from his positions
following a 17 year career with the Company and Bank, effective immediately. His decision to retire is not the result, in whole or in
part, of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.
Appointment of Thomas C.
Shafer as Chief Executive Officer and Director
On November 21,
2024, Thomas C. Shafer was appointed as Chief Executive Officer of the Company and the Bank and to the Boards of Directors of the Company
and the Bank, effective immediately.
Mr. Shafer,
age 66, is a career bank executive with over 40 years of experience. He previously served as Co-President of Commercial Banking and Senior
Executive Vice President of Huntington Bancshares Incorporated following its merger with TCF Financial Corporation in June 2021,
until his retirement in December 2022. Prior to the merger, he served as Chief Executive Officer of TCF National Bank and vice chairman
of the board of TCF Financial Corporation from October 2020 until the merger. Prior to this, Mr. Shafer served as Chief Operating
Officer of TCF Financial Corporation and President and Chief Operating Officer of TCF National Bank beginning in August 2019. Before
those roles, he served in multiple executive positions at TCF Financial Corporation’s and TCF National Bank’s predecessor
organizations since 2011, including serving as the Chief Executive Officer of Chemical Bank from 2016 to 2019. Mr. Shafer is a graduate
of Hillsdale College and the University of Wisconsin’s Graduate School of Banking.
Mr. Shafer
will receive an annual base salary of $1,090,000, subject to annual review, and be eligible for an annual bonus of up to 1.5 times his
annual base salary based on specific performance targets to be established by the Company’s Board of Directors. In addition, the
Company granted to Mr. Shafer 500,000 restricted stock units as an inducement to his employment, half of which will vest on the second
anniversary of the grant with the remaining portion vesting on the third anniversary, subject to his continued service to the Company.
Mr. Shafer may also participate in the other benefit programs of the Company available to executive employees generally. Mr. Shafer
will not receive any additional compensation for his services as a director. The Company and the Bank expect to enter into an employment
agreement with Mr. Shafer documenting the foregoing terms of employment. In addition, the Company and the Bank will enter into their
standard indemnification agreement with Mr. Shafer, the form of which is filed as Exhibit 10.1 to this report and incorporated
herein.
There
are no arrangements or understandings between Mr. Shafer and any other persons pursuant to which he was selected as an officer or
director. There are no family relationships between Mr. Shafer and any director, executive officer or any person nominated or chosen
by the Company to become a director or executive officer. No information is required to be disclosed with respect to Mr. Shafer pursuant
to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On November 22,
2024, the Company issued a press release announcing the appointment of Mr. Shafer as Chief Executive Officer and Mr. Kavanaugh’s
retirement. A copy of the press release is attached hereto as Exhibit 99.1.
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.
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: November 22, 2024 |
By: |
/s/ JAMES BRITTON |
| |
|
James Britton |
| |
|
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
First Foundation Inc. Announces Retirement of CEO Scott F. Kavanaugh
and Appointment of Thomas C. Shafer as Successor
November 22, 2024
DALLAS, Texas --(BUSINESS WIRE) -- First Foundation
Inc. (NYSE: FFWM) (the “Company”), a financial services company with two wholly owned operating subsidiaries, First Foundation
Advisors and First Foundation Bank, today announced the appointment of Thomas C. Shafer as its Chief Executive Officer. Mr. Shafer’s
appointment follows the retirement of Scott F. Kavanaugh, who has served the Company as Chief Executive Officer since 2009 and as a member
of the Board of Directors since 2007.
Mr. Shafer will also serve as First Foundation
Bank’s Chief Executive Officer and has joined the Boards of Directors of First Foundation Inc. and First Foundation Bank.
“I am honored to be First Foundation’s
next Chief Executive Officer and I thank the Board of Directors and Scott for the confidence they have shown in me to lead this great
organization,” says Mr. Shafer.
“We are excited to welcome Tom to First Foundation
and look forward to his leadership in this new chapter,” says Max Briggs, First Foundation’s Chairman. “He is a successful
career bank executive bringing four decades of experience, including leadership at regional banks. I am confident that he will be able
to guide the company to achieve our strategic objectives. And on behalf of the Board of Directors and our stockholders, I would like
to thank Scott for his loyal service and leadership to First Foundation. As one of our founders, Scott’s leadership and vision built
the multi-state, financial services company that First Foundation is today. We wish him and his family all the best in his retirement.”
“It has been a privilege to serve First Foundation
for the last 17 years, and I am proud of how far it has come and the impact it has had on our community,” says Mr. Kavanaugh.
“I am thrilled that Tom has been named my successor and am confident First Foundation will thrive under his leadership.”
Mr. Shafer previously served as Co-President of
Commercial Banking and Senior Executive Vice President of Huntington Bancshares Incorporated following its merger with TCF Financial Corporation
in June 2021, until his retirement in December 2022. Prior to the merger, he served as Chief Executive Officer of TCF National
Bank and vice chairman of the board of TCF Financial Corporation from October 2020 until the merger. At March 31, 2021, TCF
Financial Corporation had total assets of approximately $49.5 billion. Prior to this, Mr. Shafer served as Chief Operating Officer
of TCF Financial Corporation and President and Chief Operating Officer of TCF National Bank beginning in August 2019. Before those
roles, he served in multiple executive positions at TCF Financial Corporation’s and TCF National Bank’s predecessor organizations
since 2011, including serving as the Chief Executive Officer of Chemical Bank from 2016 to 2019. Mr. Shafer is a graduate of Hillsdale
College and the University of Wisconsin’s Graduate School of Banking.
In connection with his employment, the Company granted
to Mr. Shafer an aggregate of 500,000 restricted stock units (“RSUs”), where each RSU represents the right to receive
one share of the Company’s common stock upon the terms and conditions of the Company’s 2024 Equity Incentive Plan (“Plan”)
and related RSU award agreement (the “Award Agreement”). The grant of RSUs was offered as a material inducement to Mr. Shafer’s
hiring. Subject to the terms and conditions of the Plan and Award Agreement, 250,000 RSUs will vest on the second anniversary of the grant
date, and the remainder will vest on the third anniversary of the grant date, subject to Mr. Shafer’s continuous employment
or service to the Company through the applicable vesting date. The RSUs were granted under the Plan as an Exempt Award, as defined in
the Plan, in reliance of the employment inducement exemption under the NYSE’s Listed Company Manual Rule 303A.08.
About First Foundation
First Foundation Inc. (NYSE: 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 X (formerly Twitter).
Forward-Looking Statements
This 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 performance, achievements and financial condition. 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 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 results
in the future could differ, possibly materially, from those expressed in or implied by the forward-looking statements contained in this
release and could cause us to make changes to our future plans. Those risks and uncertainties include, but are not limited to, changes
in our capital management and balance sheet strategies and our ability to successfully implement such strategies; changes in our strategic
plan, and our ability to successfully implement such plan; whether and when certain of our preferred stock converts into common stock
and the capital treatment of such shares prior to conversion; the risk of incurring credit losses, which is an inherent risk of the banking
business; the quality and quantity of our deposits; adverse developments in the financial services industry generally such as bank failures
and any related impact on depositor behavior or investor sentiment; risks related to the sufficiency of liquidity; risk that we will not
be able to maintain growth at historic rates or at all; the risk that we will not be able to access the securitization market or otherwise
sell loans on favorable terms or at all; changes in general economic conditions, either nationally or locally in the areas in which we
conduct or will conduct our business; risks associated with changes in interest rates, which could adversely affect our interest income,
interest rate margins, and the value of our interest-earning assets, and therefore, our future operating results; the risk that the performance
of our investment management business or of the equity and bond markets could lead clients to move their funds from or close their investment
accounts with us, which would reduce our assets under management and adversely affect our operating results; negative impacts of news
or analyst reports about us or the financial services industry; the impacts of inflation on us and our customers; results of examinations
by regulatory authorities and the possibility that such regulatory authorities may, among other things, limit our business activities
or our ability to pay dividends, or impose fines, penalties or sanctions; the risk that we may be unable or that our board of directors
may determine that it is inadvisable to pay future dividends at historic levels or at all; risks associated with changes in income tax
laws and regulations; and risks associated with seeking new client relationships and maintaining existing client relationships.
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, 2023, and other documents we file with the SEC from time to time. We urge readers of this
release to review those reports and other documents we file with the SEC from time to time. Also, our actual performance or 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 release, which speak only as of today's date. We also disclaim any obligation to update forward-looking statements contained in
this 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 NYSE rules.
Contacts
Jamie Britton
Chief Financial Officer
+(949) 476-0300
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