Driver Management Company LLC (together with its affiliates,
“Driver” or “we”), a sizable stockholder of First Foundation Inc.
(NASDAQ: FFWM) (“First Foundation” or the “Company”), today
announced that leading independent proxy advisory firm Glass, Lewis
& Co. (“Glass Lewis”) recommended that First Foundation
stockholders vote for change in the boardroom.
In its report, Glass Lewis recommended
stockholders vote FOR Driver nominee Allison Ball
to First Foundation’s board of directors (the “Board”) at the
Company’s upcoming Annual Meeting of Stockholders to be held on
June 27, 2023.
J. Abbot R. Cooper, Driver’s Managing Member,
commented:
“Driver is pleased that Glass Lewis is
acknowledging First Foundation’s abysmal underperformance and
recommending the Company’s stockholders vote for desperately needed
boardroom change on the WHITE universal proxy
card. We agree with Glass Lewis’ critique of the Company’s
concerning governance practices and attempt to entrench itself, and
we could not be more excited about the prospect of the fresh
perspective, strong expertise and fiduciary mindset that our
independent nominee, Ms. Ball, would bring to the Board.”
In its report recommending First Foundation
stockholders vote for change on the Board, Glass Lewis*:
Agreed with Driver’s assessment of First
Foundation’s poor TSR and financial underperformance:
“. . . for each of the selected periods, the TSR
of the Company was markedly worse than the median returns observed
in the selected peer groups and the returns of the selected
industry indices. In fact, we found the Company’s TSR performance
was worse than the performance observed in 29 of the 30 unique
banking peers that were included in the Glass Lewis Peer Group and
the FFWM Peer Group.”
“. . . the Dissident has clearly illustrated in
its proxy solicitation materials that the Company’s worsening TSR
performance, on both an absolute and relative basis, has coincided
with a deterioration in the Company’s profitability and
margins.”
Raised serious concerns about the
Company’s initial decision to reject Driver’s Nomination Notice as
an entrenchment maneuver to avoid accountability:
“In our view, the Company’s initial actions in
this matter are indicative of a board that appears to us to be more
interested in self-preservation rather than providing shareholders
with the ability to weigh the merits of director candidates
nominated by shareholders.”
“We believe the Company’s initial decision to
reject the Dissident’s Nomination Notice can be reasonably viewed
as a rather egregious example of a company weaponizing its advance
notice bylaw provisions to entrench itself.”
“Finally, we are rather troubled with the
Company’s attempt to invalidate the Dissident’s Nomination Notice,
particularly given the relevant sequence of events, the arguments
presented by the Dissident and the lack of a compelling rebuttal by
the board.”
Noted concern regarding the Board’s
apparent abdication of responsibilities to management and lack
oversight:
“. . . the Dissident notes the Company’s rejection
of the Nomination Notice was made unilaterally by Mr. Scott
Kavanaugh (Vice Chair, President and CEO of the Company). Assuming
the foregoing statement is true – to the best of our knowledge, the
Company has not provided any public statements to suggest otherwise
– we believe this raises serious questions regarding the
responsibilities of the Nominating and Corporate Governance
Committee, as well as the oversight (or lack thereof) provided by
the Company’s entire board.”
Believed that Driver Nominee Allison Ball
would bring relevant skills to the Board:
“. . . Ms. Ball’s background in technology could
be particularly relevant and beneficial given the evolution and
increasing relevance of technology in the banking sector, not to
mention the general absence of technology expertise among the
Company’s current directors.”
Highlighted Driver’s record of a
willingness to work constructively with banks:
“. . . Driver has some credibility as a
sophisticated activist investor in the regional banks space, and
Driver has shown a willingness to work with targeted banks to
arrive at a mutually amendable resolution.”
Concluded there was a clear case for
change on First Foundation’s Board:
“Based on our review, we believe the Dissident has
presented a compelling case for board change here, particularly
given the Company’s financial underperformance to date and the
Company’s prior efforts to invalidate the Dissident’s Nomination
Notice over an arguably trivial matter.”
“Therefore, we believe the election of the
Dissident Nominee is warranted at this time. Accordingly, we
recommend that shareholders vote on the Dissident’s WHITE universal
proxy card.”
*Permission to use quotations from the Glass Lewis
report was neither sought nor obtained.
Mr. Cooper stated further:
“We appreciate Glass Lewis’ validation that change
is needed in First Foundation’s boardroom and its recognition of
the dangers posed by the weaponization of advance notice bylaws by
entrenched boards.”
Driver Urges First Foundation stockholders to vote
FOR Driver’s nominee on the WHITE
universal proxy card or use First Foundation’s Blue universal proxy
card and mark your vote FOR Allison Ball.
Do not be misled by First Foundation! Only your
latest dated vote counts. Stockholders who have questions, require
assistance in voting
their WHITE universal proxy card, or
need additional copies of Driver’s proxy materials, are encouraged
to contact Saratoga Proxy Consulting LLC at (888) 368-0379 or (212)
257-1311 or by email at info@saratogaproxy.com.
About Driver Management
Driver employs a valued-oriented, event-driven
investment strategy that focuses exclusively on equities in the
U.S. banking sector. The firm’s leadership has decades of
experience advising and engaging with bank management teams and
boards of directors on strategies for enhancing shareholder
value.
Investors:
Saratoga Proxy Consulting John Ferguson
212-257-1311 jferguson@saratogaproxy.com
First Foundation (NASDAQ:FFWM)
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First Foundation (NASDAQ:FFWM)
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から 5 2023 まで 5 2024