Underscores lack of qualifications of Driver’s
nominee including NO prior public company board experience, NO
executive experience in a highly regulated business and NO
experience at a regional bank
We encourage you to vote FOR your
current Board of Directors on the BLUE proxy card
First Foundation Inc. (NASDAQ: FFWM) (“First Foundation” or the
“Company”), a financial services company with two wholly-owned
operating subsidiaries, First Foundation Advisors and First
Foundation Bank, today released a letter it is mailing from the
First Foundation Board of Directors to First Foundation’s
Stockholders in connection with its 2023 Annual Meeting of
Stockholders, which is scheduled to be held on Tuesday, June 27,
2023.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20230531005846/en/
(Graphic: Business Wire)
+++
Dear Fellow Stockholders,
As owners of First Foundation Inc. (“First Foundation,” the
“Company,” “we,” “our,” or “us”), you have a critical decision to
make about the First Foundation Board of Directors (the “Board”) in
the proxy voting prior to the Company’s upcoming Annual Meeting of
Stockholders, which is scheduled to be held on Tuesday, June 27,
2023. Your vote will have a tremendous impact, and we hope that you
will reaffirm the steps that we have taken to enhance First
Foundation’s business and its Board of Directors.
The Board currently includes diverse, talented, and independent
individuals who bring complementary sets of skills, experiences,
and expertise to oversee First Foundation. We pride ourselves on
seeking varied perspectives and value independent voices, as we
believe this is crucial for driving growth for our clients and our
company, especially during challenging times. Throughout the
unprecedented market volatility for regional banks, and even months
before it began, our Board proactively identified areas where
changes were needed and worked with management to make difficult
decisions and take decisive action. This was to maintain the
strength and stability that has allowed First Foundation to
successfully navigate shifting economic environments and
cyclicality since our founding in 1990.
The speed and magnitude with which the Federal Reserve raised
interest rates surprised many observers, as did the after-effects
of those rate hikes. Regional banks, in particular, have had to
re-evaluate every aspect of their business while maintaining client
confidence in deposits, liquidity, security portfolios, and risk
management. Because our Board has experience in highly regulated
industries with versatile skills in risk management, managing cash
flow and safeguarding liquidity, we have navigated the current
crisis with agile business strategies that have allowed us to
remain responsive to unpredictable market conditions while other
regional banks have failed.
A critical decision approved by the Board that we executed prior
to the current industry backdrop was to expand into new markets to
provide greater opportunities for banking, trust, and wealth
management for a diversified group of clients. We were able to
access highly desirable markets and improve the diversity of our
deposit base, as evidenced by our recent expansions in Texas and
Florida, two growing areas outside of California. Additionally, we
have reduced uninsured deposits substantially, from 26% of total
deposits at the end of 2022 to approximately 13% of total deposits
as of May 12, 2023. These actions provide greater confidence to our
clients and represent critical steps that should help us continue
to weather the current banking environment.
While navigating the current banking environment is crucial in
the near-term, we are also making strategic decisions to maintain
our long-term success. We recognize that good corporate governance
is critical to a high-functioning organization and is an area of
great importance to our stockholders. The Board has focused on
efforts that bring fresh perspective, diverse views, and
experienced insight to benefit our stockholders.
The most recent addition to the Board, Gabriel Vazquez, is a
highly qualified executive who brings a compelling set of knowledge
and experience relevant to the banking industry and our clients.
This underscores the Board’s ability to identify a need for new
skills and attract best-in-class, independent nominees.
Mr. Vazquez, who was appointed to the Board in April 2023, has
extensive experience in managing and supporting the legal
operations of Vistra Corp. (“Vistra”) (NYSE: VST), a Fortune 500
integrated power company based in Texas. As Vice President and
Associate General Counsel for Operations, Mr. Vazquez oversees the
legal department’s operations and the execution of Vistra’s
enterprise crisis management program. His leadership roles in both
the Dallas Bar Foundation and the Jesuit College Preparatory School
of Dallas Foundation Inc. demonstrate his commitment to community
service and his ability to collaborate in one of the growing
communities in which we operate. His experience as a senior leader
in a highly regulated and publicly traded business made him an
excellent addition to the Board. As recent developments within the
banking industry have increased the potential for enhanced
regulation, we welcome the extensive legal and regulatory
experience that Mr. Vazquez offers, which provided immediate value
for our stockholders and fresh perspective to our Board.
Mr. Vazquez’s strong and unique blend of skills and professional
experience stands in stark contrast to the skills of the nominee
proposed by Driver Management Company LLC (“Driver”), an activist
hedge fund led by Abbott Cooper (“Mr. Cooper”). Driver is known for
launching campaigns against other small and mid-size banks and has
claimed to beneficially own an aggregate of 354,000 shares of First
Foundation common stock, representing approximately 0.6% of First
Foundation’s outstanding common stock. Driver’s proposed nominee,
Allison Ball, lacks the necessary experience we believe is required
of a director of a publicly traded financial services institution.
The contrast between Mr. Vazquez and Ms. Ball could not be more
clear. (Please see attached chart.)
Not only does Ms. Ball lack experience, but she has caused
concern by engaging in selective non-disclosure about certain
aspects of her professional background. For instance, Ms. Ball
submitted an incomplete nomination questionnaire by failing to
disclose her current employment as Chief Product Officer at
software firm, Grata, where she serves under a different last name
than the one listed in Driver’s proxy statement.1 Driver’s
definitive proxy statement failed to include this employment
information as well.2 Further, Ms. Ball served3 as Chief Operating
Officer of an unrelated, failed health care startup also called
Driver or, more formally, Driver, Inc.4 The Board would have liked
to inquire about these experiences, but Driver Management, on
behalf of Ms. Ball, declined multiple invitations for Ms. Ball to
meet with current Board members. Ms. Ball’s refusal to participate
in a formal interview process and reluctance to properly represent
her true experience and affiliations calls into question her
judgment and dedication as a prospective member of our Board.
Further, it supports our belief that Ms. Ball’s background offers
no incremental value to our current Board and to our
stockholders.
The First Foundation Board, on the other hand, has demonstrated a compelling ability to attract highly
qualified, diverse independent directors.
In its definitive proxy statement filed with the SEC on May 17,
2023, Driver indicated that it opposes our nomination of incumbent
Director John A. Hakopian, the current President of First
Foundation’s subsidiary First Foundation Advisors (“FFA”). Mr.
Hakopian’s tenure on the Board and his remarkable 33-year tenure
with the Company are significant assets to First Foundation and our
stockholders, as he has deep knowledge of our business and a proven
ability to forge and maintain longstanding relationships with FFA
customers. Under Mr. Hakopian’s leadership, FFA has demonstrated
strong performance and has also bolstered growth in our banking
business, as FFA clients have extended their relationship to
include First Foundation Bank. Driver also implied in proxy
materials it filed with the SEC on May 22, 2023, that Mr.
Hakopian’s recent sale of shares of First Foundation common stock
is a reason for him to be replaced on the Board by Ms. Ball. What
Driver failed to say is that Mr. Hakopian still owns 656,366
shares--approximately 1.2% of the Company’s outstanding common
stock, nearly twice the amount that Driver beneficially owns.5 Mr.
Hakopian has extensive executive, wealth management, and investment
advisory experience that bring tremendous value to the Board; Ms.
Ball lacks such experience.
The First Foundation Board is committed to transparency,
diversity, and independence. As demonstrated by the addition of Mr.
Vazquez, we are committed to Board refreshment as well. Our
willingness to improve and oversee enhancements are clear
indications that we are invested in the long-term success of First
Foundation and committed to serving the best interests of our
stockholders. We are confident that we have the right mix of people
with the right skills and experiences working to enable our success
as a best-in-class regional bank in today’s complex industry
environment.
We urge you to support First Foundation by voting “FOR” your
incumbent directors Ulrich E. Keller, Jr., Scott F. Kavanaugh, Max
A. Briggs, John A. Hakopian, David G. Lake, Elizabeth A.
Pagliarini, Mitchell M. Rosenberg, Ph.D, Diane M. Rubin, Jacob P.
Sonenshine, and Gabriel V. Vazquez and selecting “WITHHOLD” for the
Driver Nominee on your BLUE Proxy Card.
We encourage shareholders to disregard any
white proxy card or other solicitation materials sent to you by
Driver. Only your latest dated proxy card will be counted at
the 2023 Annual Meeting of Stockholders.
For more information about Mr. Cooper’s misguided campaign
against First Foundation, please visit
www.truthfirstfoundationinc.com.
Sincerely,
The First Foundation Board of Directors
+++
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.
Forward-Looking Statements
This press 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
financial performance and financial condition, as well as trends in
our business and markets. 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 press
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 financial results in the future could
differ, possibly materially, from those expressed in or implied by
the forward-looking statements contained in this press release and
could cause us to make changes to our future plans.
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, 2022, as amended, our
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2023, and other documents we file with the SEC from time to
time. We urge readers of this press release to review those reports
and other documents we file with the SEC from time to time. Also,
our actual 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 press release, which
speak only as of today's date, or to make predictions based solely
on historical financial performance. We also disclaim any
obligation to update forward-looking statements contained in this
press 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 NASDAQ rules.
Important Additional Information
The Company, its directors and certain of its executive officers
are participants in the solicitation of proxies from the Company’s
stockholders in connection with its upcoming 2023 Annual Meeting of
Stockholders (the “2023 Annual Meeting”). The Company has filed a
definitive proxy statement and a BLUE universal proxy card with the
Securities and Exchange Commission (the “SEC”) in connection with
its solicitation of proxies from the Company’s stockholders.
STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH
PROXY STATEMENT, ACCOMPANYING BLUE UNIVERSAL PROXY CARD AND ALL
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
AS THEY CONTAIN IMPORTANT INFORMATION. Information regarding the
identity of the participants and their direct and indirect
interests, by security holdings or otherwise is set forth in the
definitive proxy statement and other materials filed with the SEC
in connection with the 2023 Annual Meeting. Stockholders can obtain
the definitive proxy statement, any amendments or supplements to
the proxy statement and other documents filed by the Company with
the SEC at no charge at the SEC’s website at www.sec.gov. Copies
are also available at no charge on the Company’s website at
www.ff-inc.com.
1 https://www.gratapro.com/leadership/allison-swope 2
https://d18rn0p25nwr6d.cloudfront.net/CIK-0001413837/d49afc01-edff-4e10-bf8e-b96028b54fbf.pdf
3 https://www.linkedin.com/in/allison-ball-swope-62b48a43/ 4
https://www.statnews.com/2018/11/12/driver-startup-shuts-down/ 5
According to Driver’s filing dated May 12, 2023, Driver Management,
as the general partner of Driver Opportunity and investment manager
to certain separately managed accounts (the “SMAs”), may be deemed
to beneficially own (i) 133,000 shares of Common Stock directly
owned by Driver Opportunity Partners I LP and (ii) 221,000 shares
of Common Stock held by Driver Management Company LLC in the
SMAs.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230531005846/en/
Investor and Media Contact: Shannon Wherry Director of
Corporate Communications swherry@ff-inc.com (469) 638-9642
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