UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 19, 2022, First Foundation Bank (the “Bank”), a wholly-owned subsidiary of First Foundation Inc. (the “Company”), entered into an Employment Agreement (the “Employment Agreement”) with Amy Djou. Ms. Djou has served as Chief Accounting Officer of the Bank since March 2021 and as Interim Chief Financial Officer of the Company and the Bank since November 18, 2022. The term of the Employment Agreement commenced on December 19, 2022 and will end on December 31, 2024.
The Employment Agreement provides that Ms. Djou will continue to serve as Executive Vice President and Chief Accounting Officer of the Bank and as Interim Chief Financial Officer of the Company and the Bank until a permanent replacement is selected. During the period that Ms. Djou serves as the Interim Chief Financial Officer (the “Interim Period”), she will receive an annual salary of $350,000, subject to annual review. After the Interim Period, her annual salary will revert to $265,000, subject to annual review. Under the terms of the Employment Agreement, if Ms. Djou’s employment is terminated without cause or she terminates her employment for good reason (as “cause” and “good reason” are defined the Employment Agreement), she will be entitled to a lump sum payment equal to 12 months of her annual base salary. In the event of her death, her beneficiaries will be paid an amount equal to her annual base salary. If her employment is terminated for cause or due to the expiration of the term of her Employment Agreement, she will not be entitled to any severance compensation. She will continue to be eligible to participate in the Bank’s executive incentive compensation program as well as the other benefit programs available to executive employees generally. Ms. Djou’s return to her role as Chief Accounting Officer with its corresponding compensation following the Interim Period will not constitute “good reason” under the Employment Agreement or the Change in Control Severance Compensation Agreement, dated November 14, 2022, by and between the Company and Ms. Djou.
The foregoing description of Ms. Djou’s Employment Agreement is not intended to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description | |
| 10.1 | Employment Agreement dated December19, 2022, by and between First Foundation Bank and Amy Djou | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 22, 2022 | By: | /s/ SCOTT F. KAVANAUGH |
| Scott F. Kavanaugh | ||
| President and Chief Executive Officer | ||