FFWM appoints Chief Banking Officer; $450K base, bonus up to 100%

Rhea-AI Filing Summary

First Foundation Inc. appointed Stuart Bernstein as Chief Banking Officer of its wholly owned subsidiary, First Foundation Bank, effective August 11, 2025. Mr. Bernstein, age 54, brings multi-bank experience across consumer and business banking, wealth management, investments and residential lending, including senior roles at Santander NA and MUFG Union Bank. He will receive an annual base salary of $450,000 and may receive a discretionary bonus of up to 100% of base salary, payable half in cash and half in restricted stock units or performance stock units. The Company will enter into its standard indemnification agreement and attached a press release as Exhibit 99.1. The filing states there are no family relationships or Item 404 disclosures required.

Positive

• Experienced industry hire: Stuart Bernstein brings leadership roles at Santander NA, MUFG Union Bank, Bank of America/Countrywide, and Wells Fargo.
• Performance-aligned pay: Bonus may be paid half in cash and half in restricted stock units or performance stock units, tying compensation to longer-term outcomes.
• Standard indemnification: Company will enter into its standard indemnification agreement (Exhibit 10.1) protecting the officer.

Negative

• Potential increased compensation expense: Annual base salary of $450,000 plus discretionary bonus up to 100% of base salary could raise annual payroll costs.
• Bonus at bank discretion: The discretionary nature of the bonus creates uncertainty around future cash payouts and expense timing.

Insights

Financial Analyst

TL;DR: Routine senior banking hire with broad private banking and branch leadership experience; compensation includes a significant discretionary bonus.

Mr. Bernstein's background at Santander NA and MUFG Union Bank aligns with First Foundation Bank's private client and branch operations, suggesting a direct fit for the Chief Banking Officer role. The stated $450,000 base salary plus a discretionary bonus opportunity up to 100% creates potential for meaningful annual compensation expense depending on bank performance and board discretion. The bonus structure, split between cash and equity (RSUs/PSUs), indicates an intent to align pay with longer-term performance while conserving near-term cash. Overall, this appears to be a strategic operating hire rather than a material corporate shift.

Corporate Governance Expert

TL;DR: Governance disclosure is standard: indemnification provided, no related-party issues, no Item 404 disclosures required.

The Form 8-K documents the employment terms and confirms the Company will execute its standard director and officer indemnification agreement (Exhibit 10.1). The filing expressly states there are no family relationships between Mr. Bernstein and any director or executive officer and that no Item 404 disclosures are required, which reduces related-party governance concerns. Compensation terms are disclosed transparently, including the discretionary nature of the bonus and the equity component, consistent with typical executive hiring practices.

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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): August 11, 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.

On August 11, 2025, First Foundation Inc. (the “Company”) announced the appointment of Stuart Bernstein as Chief Banking Officer of First Foundation Bank (the “Bank”), the wholly-owned subsidiary of the Company, effective August 11, 2025.

Mr. Bernstein, age 54, is a banking professional with experience across consumer and business banking, wealth management, investments, and residential lending. He most recently served as the Head of Branch and Private Client for Santander NA from 2021 to 2023, where he oversaw investments, mortgage production, and the private client program. Prior to his role with Santander, Mr. Bernstein spent over ten years with MUFG Union Bank, last serving as Head of Private Banking and Investment Sales from 2019 to 2020 where he led teams of private bankers and financial advisors across the western United States. Mr. Bernstein has also had roles with Bank of America/Countrywide Bank and Wells Fargo Bank. Mr. Bernstein is a graduate of the University of Southern California and the Graduate School of Banking at the Pacific Coast Banking School.

Mr. Bernstein will receive an annual base salary of $450,000. He may also receive a bonus of up to 100% of his annual base salary at the Bank’s sole discretion, payable half in cash and half in restricted stock units or performance stock units. Mr. Bernstein may also participate in the other benefit programs of the Bank available to executive employees generally. In addition, the Company will enter into its standard indemnification agreement with Mr. Bernstein, the form of which is filed as Exhibit 10.1 to this report and incorporated herein.

There are no arrangements or understandings between Mr. Bernstein and any other persons pursuant to which he was selected to his position with the Bank. There are no family relationships between Mr. Bernstein and any director or executive officer of the Company. No information is required to be disclosed with respect to Mr. Bernstein pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On August 11, 2025, the Company issued a press release announcing the appointment of Mr. Bernstein as Chief Banking 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		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 August 11, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: August 11, 2025	By:	/s/ JAMES BRITTON
		James Britton
		Executive Vice President and Chief Financial Officer

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FAQ

Who was appointed at First Foundation (FFWM)?

Stuart Bernstein was appointed Chief Banking Officer of First Foundation Bank, effective August 11, 2025.

What are Mr. Bernstein's compensation terms at FFWM?

He will receive an annual base salary of $450,000 and may receive a discretionary bonus of up to 100% of base salary, payable half in cash and half in RSUs or PSUs.

Does the filing disclose any related-party or Item 404 issues for FFWM?

No. The filing states there are no family relationships with Company directors or executive officers and no Item 404 disclosures are required.

Is there an indemnification agreement for the new officer?

Yes. The Company will enter into its standard indemnification agreement, the form of which is filed as Exhibit 10.1.

Where can I find the press release about the appointment for FFWM?

The press release announcing the appointment is attached to the Form 8-K as Exhibit 99.1.