Blog: FIRST FOUNDATION INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers



On November 18, 2022, Kevin Thompson resigned as Interim President and Chief
Financial Officer of First Foundation Inc. (the “Company”) and its wholly-owned
subsidiary, First Foundation Bank (the “Bank”). Scott Kavanaugh, who has served
as Chief Executive Officer of the Company and the Bank since 2009, will assume
the additional role of President of the Company and the Bank. Biographical and
other information about Mr. Kavanaugh required by Item 5.02(c) of Form 8-K is
included in the Company’s definitive proxy statement on Schedule 14A filed with
the U.S. Securities and Exchange Commission on April 29, 2022. No new
compensatory arrangements have been entered into with Mr. Kavanaugh in
connection with his service as President of the Company and the Bank.

Amy Djou, who has served as Chief Accounting Officer of the Bank since March
2021, will serve as Interim Chief Financial Officer of the Company and the Bank
until a permanent replacement is selected. Ms. Djou, age 54, joined First
Foundation Bank in May 2016. She served as Senior Vice President, Controller of
the Bank between January 2018 and March 2021 and as Vice President, Controller
of the Bank between May 2016 and January 2018. Ms. Djou is a Certified Public
Accountant, licensed in the State of California since 2002.

In connection with her increased responsibilities, Ms. Djou will receive an
annual base salary of $350,000, subject to annual review, and will continue to
be eligible to participate in the executive incentive compensation program as
well as 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, Ms. Djou will also be granted 1,000 stock units (the
“RSUs”) under the Company’s 2015 Equity Incentive Plan. The RSUs will vest and
be paid out with (i) 334 shares of the Company’s common stock on the first
anniversary of the RSU grant date and (ii) 333 shares of the Company’s common
stock on each of the second and third anniversaries of the RSU grant date, in
each case subject to Ms. Djou’s continuous service. Pursuant to the terms of the
Change in Control Severance Compensation Agreement described below, any unvested
RSUs may vest immediately if Ms. Djou’s continuous service terminates following
the Company’s first announcement of a change of control transaction and prior to
the first anniversary of its consummation.

The Company and Ms. Djou previously entered into a Change in Control Severance
Compensation Agreement (the “CC Agreement”). The CC Agreement provides that if
(i) the Company undergoes a change in control and (ii) after the public
announcement of such pending change in control and within the succeeding 12
months after such change in control, Ms. Djou’s employment is terminated by her
employer without cause or by Ms. Djou for good reason (such as involuntary
changes to Ms. Djou’s authority or responsibilities, compensation, eligibility
for participation in bonus and employee benefit plans or relocation of work
location), then Ms. Djou will become eligible to receive the following severance
compensation (in lieu of any further salary and bonus payments or other
payments): (a) one times the sum of (1) her annual base salary as then in effect
and (2) the maximum bonus compensation that Ms. Djou could have earned under any
bonus or incentive compensation plan in which she was then participating, if
any; (b) acceleration of the vesting of any then unvested stock options or
restricted stock held by Ms. Djou, and (c) continued participation for Ms. Djou
and her 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 are conditioned on Ms. Djou executing documentation that releases the
Company and its affiliates from all legal claims. The foregoing description of
the CC Agreement is not intended to be complete and is qualified in its entirety
by reference to the CC Agreement, a copy of which is attached as Exhibit 10.1 to
this Current Report on Form 8-K.

There are no arrangements or understandings between Mr. Kavanaugh or Ms. Djou
and any other persons pursuant to which he or she was selected as President and
Interim Chief Financial Officer, respectively, of the Company or the Bank. There
are no family relationships between Mr. Kavanaugh or Ms. Djou and any director
or executive officer of the Company. Neither Mr. Kavanaugh nor Ms. Djou has a
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

A copy of the press release announcing Mr. Thompson’s resignation, Mr.
Kavanaugh’s appointment as President of the Company and the Bank, and Ms. Djou’s
appointment as Interim Chief Financial Officer of the Company and the Bank is
furnished as Exhibit 99.1 to this Current Report on Form 8-K 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.

Item 9.01 Financial Statements and Exhibits




Exhibit No.                                 Description

   10.1         Change in Control Severance Compensation Agreement dated November 14,
              2022, by and between First Foundation Inc. and Amy Djou
   99.1         Press Release dated November 21, 2022
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

© Edgar Online, source Glimpses

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s