First Foundation (FFWM) Proxy Filing summary

Executive summary

• Entered into investment agreements with Fortress, Canyon, SVBP, and others for a $228 million capital raise through a mix of common stock, Series A and B preferred stock, and warrants, subject to shareholder approval for key items.

• Shareholder approval is required to increase authorized common stock to 200 million shares and to approve the issuance of shares exceeding 20% of voting power, as per NYSE rules.

• If shareholder approval is not obtained within 210 days post-closing, investors receive cash-settled incentive warrants with escalating coverage up to 180% of their investment.

• Registration rights agreement grants investors shelf and piggyback registration rights for purchased and convertible securities.

Voting matters and shareholder proposals

• Shareholders will vote on amending the certificate of incorporation to increase authorized common stock and on approving the issuance of shares exceeding NYSE thresholds.

• Failure to obtain the required vote triggers issuance of incentive warrants to investors.

Board of directors and corporate governance

• Board reconstitution at closing: company board reduced to nine, then re-expanded to ten, with investor representation (Fortress: 2, Canyon: 1, SVBP: 1) based on ownership thresholds.

• Bank subsidiary board similarly reconstituted, with named investor representatives.

• Investor directors receive same compensation, indemnification, and D&O insurance as other independent directors.