First Foundation Inc.

09/09/2024 | Press release | Distributed by Public on 09/09/2024 14:16

Management Change/Compensation Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of President

On September 3, 2024, Simone Lagomarsino was appointed President of First Foundation Inc. (the "Company"). Scott F. Kavanaugh, who continues to serve as the Company's Chief Executive Officer, resigned his position as President concurrent with Ms. Lagomarsino's appointment.

As previously disclosed on the Company's Current Report on Form 8-K filed on July 9, 2024, Simone Lagomarsino was appointed President of First Foundation Bank, a California state-chartered bank and wholly-owned bank subsidiary of the Company (the "Bank"), on July 8, 2024. As previously reported, Ms. Lagomarsino will receive an annual base salary of $800,000, subject to annual review, and be eligible for an annual bonus of $1,280,000 based on specific performance targets to be established by the board of directors of the Bank (the "Bank Board"). Ms. Lagomarsino may also participate in the other benefit programs of the Bank available to executive employees generally.

Ms. Lagomarsino, age 62, has previously been an executive officer of numerous publicly traded financial institutions, including most recently serving as CEO of Luther Burbank Savings and Luther Burbank Corporation (NASDAQ: LBC) from 2019 through February 2024 and as a director from 2018 through February 2024. Ms. Lagomarsino served as Chair of the board of directors of the Federal Home Loan Bank of San Francisco from 2022 to 2023 and has served as a director since 2013. She served on the board of directors of the Federal Reserve Bank of San Francisco from 2022 to July 2024. Ms. Lagomarsino served as President and CEO of the Western Bankers Association from 2017 to 2018 and as a director of Pacific Premier Bancorp (Nasdaq: PPBI) from 2017 to 2018. From 2011 to 2017, she served as CEO of Heritage Oaks Bank and as President and CEO of Heritage Oaks Bancorp. Previous to that, she held executive positions with City National Bank, Hawthorne Savings, Kinecta Federal Credit Union, Ventura County National Bank and Warner Center Bank. Ms. Lagomarsino was named by American Banker as Community Banker of the Year in 2013. She served as a director of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (NYSE: HASI) from 2019 to 2022. Ms. Lagomarsino holds an M.B.A. in Finance from Claremont Graduate University and a B.A. in Economics from Claremont McKenna College.

Resignation of Directors

As previously disclosed on the Company's Current Report on Form 8-K filed on July 9, 2024, directors John A. Hakopian, David G. Lake, Diane M. Rubin, CPA and Gabriel V. Vazquez (the "Former Directors") gave notice of their intent to resign from the board of directors of the Company (the "Company Board"), subject to the acceptance of such resignations by the Company, which was anticipated to occur concurrently with the appointment of their successors following receipt of certain approvals. On September 3, 2024, the Company accepted the resignations of the Former Directors and such directors resigned effective immediately. Ms. Rubin and Mr. Vazquez served on the Audit Committee of the Company Board. Mr. Lake and Ms. Rubin served on the Compensation Committee of the Company Board. Mr. Vazquez, Mr. Lake and Ms. Rubin served on the Risk Committee of the Company Board. The decision of the Former Directors to resign was not the result, in whole or in part, of any disagreement with the Company or management relating to the respective operations, policies or practices of the Company.

Appointment of Directors

On September 3, 2024, Sam Edelson, Henchy R. Enden, Simone Lagomarsino, and Benjamin Mackovak (the "New Directors"), each of whom was appointed to the Bank Board on July 8, 2024, were each appointed to the Company Board, effective immediately. Sam Edelson is expected to serve on the Directors' Risk Committee; Henchy R. Enden is expected to serve on the Audit Committee, the Directors' Risk Committee, the Nominating and Corporate Governance Committee, and the Strategic Planning Committee; Simone Lagomarsino is expected to serve on the Strategic Planning Committee; and Benjamin Mackovak is expected to serve on the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Strategic Planning Committee.