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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):
October 20, 2025
FIRST FOUNDATION INC.
(Exact name of registrant as specified in its charter)
| Delaware |
001-36461 |
20-8639702 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification Number) |
| 5221 North O’Connor Boulevard, Suite 1375 |
|
|
| Irving, Texas |
|
75039 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(469) 638-9636
(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 |
|
New York Stock Exchange |
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. |
Appointment of Parham Medhat as Chief Operations Officer
On October 20, 2025, First Foundation Bank, a California state chartered
bank (the “Bank”) and wholly-owned subsidiary of First Foundation Inc. (the “Company”), appointed Parham Medhat
as Executive Vice President, Chief Operations Officer.
Mr. Medhat, age 51, has led operational transformation, technology
integration, and regulatory compliance in the banking sector for over 20 years. He joins the Bank from Nano Banc, where he served as Chief
Operating Officer since May 2024. Prior to that, he was the Chief Operating and Technology Officer at Luther Burbank Savings from 2019
to 2024, and the Chief Operating Officer of CTBC Bank USA from 2014 to 2019. Mr. Medhat received his undergraduate degree from California
State University, Long Beach, and his master’s degree in Technology-Based Education from California State University, Dominguez
Hills.
On October 21, 2025, the Bank entered into an employment agreement
with Mr. Medhat, with an initial term ending on December 31, 2027 (the “Medhat Employment Agreement”). Pursuant to the Medhat
Employment Agreement, Mr. Medhat will receive an annual base salary of $400,000, subject to increase at the discretion of the Board of
Directors or its Compensation Committee, and may also receive a bonus of up to 75% of his annual base salary at the Bank’s sole
discretion. He will also receive a signing bonus of $100,000, which will be subject to recoupment on a pro rata basis if he departs from
the Bank within two years. Mr. Medhat will be able to participate in the other benefit programs of the Bank available to executive employees
generally.
If Mr. Medhat’s employment is terminated without cause or Mr.
Medhat terminates his employment for good reason (in each case, as defined in the Medhat Employment Agreement), then he will be entitled
to a lump sum payment equal to the lesser of (i) 12 months of his annual base salary and (ii) the aggregate base salary that would have
been paid to him for the remainder of the term of the Medhat Employment Agreement if such remaining term is shorter than 12 months. In
the event of termination of Mr. Medhat’s employment due to his death, his beneficiaries will be paid an amount equal to 100% of
his base annual salary at the rate in effect immediately prior to his death. If Mr. Medhat’s employment is terminated for cause
or due to the expiration of the term of the Medhat Employment Agreement, he will not be entitled to any severance compensation.
In addition, the Company will enter into its standard indemnification
agreement with Mr. Medhat, the form of which is filed as Exhibit 10.3 to this report and incorporated herein.
There are no arrangements or understandings between Mr. Medhat and
any other persons pursuant to which he was selected to his position with the Bank. There are no family relationships between Mr. Medhat
and any director or executive officer of the Company. No information is required to be disclosed with respect to Mr. Medhat pursuant to
Item 404(a) of Regulation S-K.
Employment Agreement of Stuart Bernstein
As previously reported, the Bank appointed Stuart Bernstein as Chief
Banking Officer, effective August 11, 2025. On October 21, 2025, the Bank entered into an employment agreement with Mr. Bernstein, with
an initial term ending on December 31, 2027 (the “Bernstein Employment Agreement”). Pursuant to the Bernstein Employment Agreement,
Mr. Bernstein will receive an annual base salary of $450,000, subject to increase at the discretion of the Board of Directors or its Compensation
Committee, and may also receive a bonus of up to 100% of his annual base salary at the Bank’s sole discretion. Mr. Bernstein will
be able to participate in the other benefit programs of the Bank available to executive employees generally.
If Mr. Bernstein’s employment is terminated without cause or
Mr. Bernstein terminates his employment for good reason (in each case, as defined in the Bernstein Employment Agreement), then he will
be entitled to a lump sum payment equal to the lesser of (i) 12 months of his annual base salary and (ii) the aggregate base salary that
would have been paid to him for the remainder of the term of the Bernstein Employment Agreement if such remaining term is shorter than
12 months. In the event of termination of Mr. Bernstein’s employment due to his death, his beneficiaries will be paid an amount
equal to 100% of his base annual salary at the rate in effect immediately prior to his death. If Mr. Bernstein’s employment is terminated
for cause or due to the expiration of the term of the Bernstein Employment Agreement, he will not be entitled to any severance compensation.
The foregoing descriptions of the Medhat Employment Agreement and the
Bernstein Employment Agreement are not intended to be complete and are qualified in their entirety by reference to such agreements, copies
of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
On October 20, 2025, the Company issued a press release announcing
the appointment of Mr. Medhat as Executive Vice President, Chief Operations Officer. A copy of the press release is attached hereto
as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 10.1 |
|
Employment Agreement, dated October 21, 2025, by and between First Foundation Bank and Parham Medhat. |
| |
|
|
| 10.2 |
|
Employment Agreement, dated October 21, 2025, by and between First Foundation Bank and Stuart Bernstein. |
| |
|
|
| 10.3 |
|
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed on March 17, 2025). |
| |
|
|
| 99.1 |
|
Press Release, dated October 20, 2025 |
| |
|
|
| 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: October 21, 2025 |
By: |
/s/ JAMES BRITTON |
| |
|
James Britton |
| |
|
Executive Vice President and Chief Financial Officer |
