8-K - FFWM - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2020

FIRST FOUNDATION INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36461	20-8639702
(State or other jurisdiction<br><br><br>of incorporation)	(Commission<br><br><br>File Number)	(IRS Employer<br><br><br>Identification Number)
18101 Von Karman Avenue, Suite 700
---	---
Irvine, California	92612
(Address of Principal Executive Offices)	(Zip Code)

(949) 202-4160

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FFWM	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On March 11, 2020, First Foundation Inc. (the “Company”) and First Foundation Bank (“FFB”) entered into a Fifth Amendment to Employment Agreement with Scott F. Kavanaugh (the “Kavanaugh Amendment”), which amends an Employment Agreement dated December 31, 2009, as amended; the Company and First Foundation Advisors (“FFA”) entered into a Fifth Amendment to Employment Agreement with Ulrich E. Keller, Jr. (the “Keller Amendment”), which amends an Employment Agreement dated December 31, 2009, as amended; FFB entered into a Second Amendment to Employment Agreement with David DePillo (the “DePillo Amendment”), which amends an Employment Agreement dated May 11, 2015, as amended; and FFB entered into a Second Amendment to Employment Agreement with Lindsay Lawrence (the “Lawrence Amendment”), which amends an Employment Agreement dated June 1, 2015, as amended. Each of the foregoing amendments extends the term of such person’s employment until December 31, 2022. No other material changes were made to the current terms of each person’s Employment Agreement.

A copy of the Kavanaugh Amendment, the Keller Amendment, the DePillo Amendment and the Lawrence Amendment are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and each is incorporated herein by this reference. The foregoing description is qualified in its entirety by reference to such amendments.

Item 9.01	Financial Statements and Exhibits
Exhibit No.	Description
---	---
10.1	Fifth Amendment to Employment Agreement, dated March 11, 2020, by and between the Company, FFB and Scott F. Kavanaugh.
10.2	Fifth Amendment to Employment Agreement, dated March 11, 2020, by and between the Company, FFA and Ulrich E. Keller, Jr.
10.3	Second Amendment to Employment Agreement, dated March 11, 2020, by and between FFB and David DePillo.
10.4	Second Amendment to Employment Agreement, dated March 11, 2020, by and between FFB and Lindsay Lawrence.
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: March 13, 2020	By:	/s/ ROBERT E. SJOGREN
		Robert E. Sjogren<br><br><br>General Counsel

ffwm-ex101_6.htm

Exhibit 10.1

FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT

This FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (the “Fifth Amendment” or this “Amendment”) is made as of March 11, 2020 (the “Effective Date”), by and between First Foundation Inc., a Delaware corporation and First Foundation Bank (“FFB”), a California corporation (collectively the “Employer”), and Scott F. Kavanaugh (“Executive”), with reference to the following:

RECITALS

WHEREAS, Employer and Executive are parties to that certain Employment Agreement dated as of December 31, 2009, as amended by that certain First Amendment to Employment Agreement dated as of December 28, 2012, that certain Second Amendment to Employment Agreement dated as of August 31, 2013, that certain Third Amendment to Employment Agreement dated as of January 26, 2016, and that certain Fourth Amendment to Employment Agreement dated as of February 7, 2018 (as amended, the “Employment Agreement”).

WHEREAS, FFB conducts a banking business and is a wholly-owned subsidiary of First Foundation Inc. (“Parent”), which, through its subsidiaries (collectively “Affiliates”), provides commercial banking, investment management, wealth management, advisory services, trust services and other financial services to the public.

WHEREAS, Employer and Executive desire to amend the Employment Agreement in the manner and to the extent set forth hereinafter.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and with the intent to be legally bound hereby, Employer and Executive agree as follows:

1.Amendment to Section 4. The second sentence of Section 4 of the Employment Agreement is hereby amended to read in its entirety as follows:

“The expiration date of the Term of the Agreement is hereby extended to December 31, 2022.”

Except as otherwise provided herein, capitalized terms used in this Amendment shall have the definitions set forth in the Employment Agreement.

3.Except as expressly modified hereby, all terms, conditions and provisions of the Employment Agreement shall continue in full force and effect.

IN WITNESS WHEREOF, this Agreement has been executed by Employer and by Executive as of the Effective Date.

Signature page follows

EMPLOYER:

FIRST FOUNDATION BANKFIRST FOUNDATION INC.

By: /s/ D. DEPILLOBy: /s/ D. DEPILLO

Name: David DePilloName: David DePillo

Title: President Title: President

EXECUTIVE:

/s/ S. KAVANAUGH

Name: Scott F. Kavanaugh

ffwm-ex102_8.htm

Exhibit 10.2

FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT

This FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (the “Fifth Amendment” or this “Amendment”) is made as of March 11, 2020 (the “Effective Date”), by and between First Foundation Inc., a Delaware corporation and First Foundation Advisors (“FFA”), a California corporation (collectively the “Employer”), and Ulrich E. Keller, Jr. (“Executive”), with reference to the following:

RECITALS

WHEREAS, FFA is engaged in the business of providing investment management, wealth management and advisory services primarily to high net worth individuals as a wholly-owned subsidiary of First Foundation Inc., which, through its subsidiaries (collectively “Affiliates”), provides commercial banking, investment management, wealth management, advisory services, trust services and other financial services to the public.

WHEREAS, Employer and Executive desire to amend the Employment Agreement in the manner and to the extent set forth hereinafter.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and with the intent to be legally bound hereby, Employer and Executive agree as follows:

1.Amendment to Section 4. The second sentence of Section 4 of the Employment Agreement is hereby amended to read in its entirety as follows:

“The expiration date of the Term of the Agreement is hereby extended to December 31, 2022.”

Except as otherwise provided herein, capitalized terms used in this Amendment shall have the definitions set forth in the Employment Agreement.

3.Except as expressly modified hereby, all terms, conditions and provisions of the Employment Agreement shall continue in full force and effect.

IN WITNESS WHEREOF, this Agreement has been executed by Employer and by Executive as of the Effective Date.

Signature page follows

EMPLOYER:

FIRST FOUNDATION ADVISORSFIRST FOUNDATION INC.

By: /s/ J. HAKOPIANBy: /s/ S. KAVANAUGH

Name: John HakopianName: Scott Kavanaugh

Title: President Title: Chief Executive Officer

EXECUTIVE:

/s/ U.E. KELLER

Name: Ulrich E. Keller, Jr.

ffwm-ex103_9.htm

Exhibit 10.3

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment” or this “Amendment”) is made as of March 11, 2020 (the “Effective Date”), by and between First Foundation Bank (the “Employer”), a California corporation, and David DePillo (“Executive”), with reference to the following:

RECITALS

WHEREAS, Employer and Executive are parties to that certain Employment Agreement dated as of May 11, 2015, as amended by that certain First Amendment to Employment Agreement dated as of February 7, 2018 (as amended, the “Employment Agreement”).

WHEREAS, Employer conducts a banking business as a wholly-owned subsidiary of First Foundation Inc. (“Parent”), which, through its subsidiaries (collectively “Affiliates”), provides commercial banking, investment management, wealth management, advisory services, trust services and other financial services to the public.

WHEREAS, Employer and Executive desire to amend the Employment Agreement in the manner and to the extent set forth hereinafter.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and with the intent to be legally bound hereby, Employer and Executive agree as follows:

1.Amendment to Section 4. Section 4 of the Employment Agreement is hereby amended to read in its entirety as follows:

“Unless sooner terminated pursuant to Section 6 hereof, the term of Executive’s employment with Employer pursuant to this Agreement commenced on May 11, 2015 and shall end on December 31, 2022 (the “Term”).”

Except as otherwise provided herein, capitalized terms used in this Amendment shall have the definitions set forth in the Employment Agreement.

3.Except as expressly modified hereby, all terms, conditions and provisions of the Employment Agreement shall continue in full force and effect.

IN WITNESS WHEREOF, this Agreement has been executed by Employer and by Executive as of the Effective Date.

Signature page follows

EMPLOYER:

FIRST FOUNDATION BANK

By: /s/ S. KAVANAUGH

Name: Scott Kavanaugh

Title: Chief Executive Officer

EXECUTIVE:

/s/ D. DEPILLO.

Name: David DePillo

ffwm-ex104_10.htm

Exhibit 10.4

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment” or this “Amendment”) is made as of March 11, 2020 (the “Effective Date”), by and between First Foundation Bank (the “Employer”), a California corporation, and Lindsay Lawrence (“Executive”), with reference to the following:

RECITALS

WHEREAS, Employer and Executive are parties to that certain Employment Agreement dated as of June 1, 2015, as amended by that certain First Amendment to Employment Agreement dated as of February 7, 2018 (as amended, the “Employment Agreement”).

WHEREAS, Employer and Executive desire to amend the Employment Agreement in the manner and to the extent set forth hereinafter.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and with the intent to be legally bound hereby, Employer and Executive agree as follows:

1.Amendment to Section 4. Section 4 of the Employment Agreement is hereby amended to read in its entirety as follows:

“Unless sooner terminated pursuant to Section 6 hereof, the term of Executive’s employment with Employer pursuant to this Agreement commenced on June 1, 2015 and shall end on December 31, 2022 (the “Term”).”

Except as otherwise provided herein, capitalized terms used in this Amendment shall have the definitions set forth in the Employment Agreement.

3.Except as expressly modified hereby, all terms, conditions and provisions of the Employment Agreement shall continue in full force and effect.

IN WITNESS WHEREOF, this Agreement has been executed by Employer and by Executive as of the Effective Date.

Signature page follows

EMPLOYER:

FIRST FOUNDATION BANK

By: /s/ S. KAVANAUGH

Name: Scott Kavanaugh

Title: Chief Executive Officer

EXECUTIVE:

/s/ L. LAWRENCE

Name: Lindsay Lawrence