First Foundation (FFWM) Proxy Filing summary

Executive summary

• Closed a $228 million equity investment from Fortress Investment Group, Canyon Partners, Strategic Value Bank Partners, North Reef Capital, and others, issuing common and preferred stock and warrants.

• Issued 11,308,676 shares of common stock, 29,811 Series A Noncumulative Convertible Preferred Stock, 14,490 Series B Noncumulative Convertible Preferred Stock, and warrants for Series C Non-Voting Common Equivalent Stock.

• Proceeds will support capital levels and strategic initiatives, with forward-looking statements regarding growth, capital, and regulatory approvals.

Voting matters and shareholder proposals

• Stockholders will vote on amending the Certificate of Incorporation to increase authorized common shares to 200,000,000 and approve the issuance of shares representing 20% or more of voting power.

• Approval requires a majority of votes cast at a duly held meeting.

Board of directors and corporate governance

• Multiple directors resigned in connection with the investment, including Ulrich E. Keller, Jr., John A. Hakopian, David G. Lake, Diane M. Rubin, and Gabriel V. Vazquez.

• Four new directors appointed: Sam Edelson (Canyon), Henchy R. Enden (Fortress), Simone Lagomarsino (also appointed President of the bank), and Benjamin Mackovak (SVBP).

• Board size reduced from ten to nine.