First Foundation Inc. Reports Board and Executive Changes
Ticker: FFWM · Form: 8-K · Filed: Feb 13, 2025 · CIK: 1413837
Sentiment: neutral
Topics: board-changes, executive-compensation, governance
Related Tickers: FFWM
TL;DR
FFWM board shakeup and exec comp changes filed.
AI Summary
First Foundation Inc. announced on February 11, 2025, changes related to its board of directors and executive compensation. The filing details the departure of certain officers and directors, the election of new directors, and updates to compensatory arrangements for key executives. This report is filed under the Securities Exchange Act of 1934.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in directorship and executive compensation can indicate internal shifts that may affect company strategy and stability.
Key Players & Entities
- First Foundation Inc. (company) — Registrant
- February 11, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 001-36461 (commission_file_number) — SEC File Number
- 20-8639702 (irs_number) — IRS Employer Identification Number
- 200 Crescent Court, Suite 1400, Dallas, Texas 75201 (address) — Address of Principal Executive Offices
FAQ
What specific items are being reported in this Form 8-K?
This Form 8-K reports on the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers, as well as financial statements and exhibits.
What is the exact date of the earliest event reported?
The date of the earliest event reported is February 11, 2025.
In which state is First Foundation Inc. incorporated?
First Foundation Inc. is incorporated in Delaware.
What is the principal executive office address of First Foundation Inc.?
The principal executive office is located at 200 Crescent Court, Suite 1400, Dallas, Texas 75201.
What is the SEC file number for First Foundation Inc.?
The SEC file number for First Foundation Inc. is 001-36461.
Filing Stats: 1,171 words · 5 min read · ~4 pages · Grade level 11.8 · Accepted 2025-02-13 16:30:33
Key Financial Figures
- $1,090,000 — r will receive an annual base salary of $1,090,000, subject to annual adjustment, but not
- $500,000 — o receive a cash bonus of not less than $500,000. Mr. Shafer will also be eligible to pa
- $800,000 — o will receive an annual base salary of $800,000, subject to annual adjustment, but not
Filing Documents
- tm256286d1_8k.htm (8-K) — 32KB
- tm256286d1_ex10-1.htm (EX-10.1) — 111KB
- tm256286d1_ex10-2.htm (EX-10.2) — 103KB
- 0001104659-25-012975.txt ( ) — 470KB
- ffwm-20250211.xsd (EX-101.SCH) — 3KB
- ffwm-20250211_lab.xml (EX-101.LAB) — 33KB
- ffwm-20250211_pre.xml (EX-101.PRE) — 22KB
- tm256286d1_8k_htm.xml (XML) — 4KB
02 Departure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously reported, First Foundation Inc. (the "Company") and its wholly-owned subsidiary, First Foundation Bank (the "Bank"), appointed Thomas C. Shafer as Chief Executive Officer on November 21, 2024. On February 11, 2025, the Company and the Bank entered into an Employment Agreement with Mr. Shafer, with an initial term commencing on February 11, 2025 and ending on March 15, 2028 (the "Shafer Employment Agreement"). The term of the Shafer Employment Agreement will automatically renew for single one-year terms absent notice by any party of non-renewal. Pursuant to the Shafer Employment Agreement, Mr. Shafer will receive an annual base salary of $1,090,000, subject to annual adjustment, but not reduction, at the discretion of the Board of Directors or its Compensation Committee. In addition, during each fiscal year during the term, Mr. Shafer will be entitled to an annual discretionary incentive opportunity equal to 150% of his then-current annual base salary, one-half of which will be in the form of an annual cash bonus and one-half of which will be in the form of performance restricted stock units. Each of such annual cash bonus and performance restricted stock unit award will be earned and paid based on the terms and conditions (including achievement of performance metrics) determined by the Board of Directors in its sole discretion; provided that with respect to the 2025 fiscal year, Mr. Shafer will be entitled to receive a cash bonus of not less than $500,000. Mr. Shafer will also be eligible to participate in the other benefit programs of the Company and the Bank available to executive employees generally. If Mr. Shafer's employment is terminated without cause or Mr. Shafer terminates his employment for good reason (in each case, as defined in the Shafer Employment Agreement), then he will be entit
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1 Employment Agreement, dated February 11, 2025, among First Foundation Inc., First Foundation Bank and Thomas C. Shafer 10.2 Employment Agreement, dated February 11, 2025, among First Foundation Inc., First Foundation Bank and Simone Lagomarsino 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -3-
SIGNATURES
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: February 13, 2025 By: /s/ THOMAS C. SHAFER Thomas C. Shafer Chief Executive Officer -4-