Benjamin Mackovak
About Benjamin Mackovak
Benjamin Mackovak (age 44) joined First Foundation Inc.’s bank board (FFB) in July 2024 and the Company’s board in September 2024, appointed pursuant to Strategic Value Bank Partners’ (SVBP) Investment Agreement . He is Co‑Founder and Managing Member of SVBP (founded 2015), with prior roles as Founder/PM at Cavalier Capital (2012–2015), Senior Analyst at Rivanna Capital (2006–2012), Associate PM at First American Trust (2004–2005), and began his career at Merrill Lynch . He holds an MBA from UVA Darden and a BA from Kent State (summa cum laude) . The Board has determined he is an independent director under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strategic Value Bank Partners | Co‑Founder & Managing Member | 2015–present | Specializes in community banks; board designee right tied to investment |
| Cavalier Capital | Founder & Portfolio Manager | 2012–2015 | Investment firm; portfolio management |
| Rivanna Capital | Senior Analyst | 2006–2012 | Credit/equity analysis |
| First American Trust | Associate Portfolio Manager | 2004–2005 | Portfolio management |
| Merrill Lynch | Early career | — | Began finance career |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BankFinancial Corp (NASDAQ: BFIN) | Director | 2024–present | Public company directorship |
| People’s Bank of Commerce | Director | 2021–present | Community bank board |
| Keystone Bank | Director | 2018–present | Community bank board |
| Great Lakes Science Center | Director | — | Non‑profit board |
| Prior boards (selected) | Director | Various | Community Bank of the Bay; United Security Bancshares; First South Bancorp; Peak Bancorp; Foothills Community Bank; TIG Bancorp; First State Bank of Colorado |
Board Governance
- Independence: The Board concluded Mackovak is independent; all members of Audit, Compensation, Nominating & Corporate Governance, and Risk Committees are independent under NYSE rules .
- Attendance: In 2024, the Board held 20 meetings; each director attended at least 75% of Board and applicable committee meetings, and all then‑current directors attended the 2024 annual meeting .
- Appointment context: He was appointed to FFB and Company boards in July/September 2024 as SVBP’s designee following the 2024 capital raise .
- Executive sessions: Independent directors hold sessions without management; Audit Committee meets separately with auditors .
| Committee | Role | Membership Dates | Meeting Count (2024) |
|---|---|---|---|
| Compensation Committee | Member | Appointed Sept 2024 | 6 meetings |
| Nominating & Corporate Governance Committee | Member | Appointed Sept 2024 | 4 meetings |
| Audit Committee | Member → Resigned | Appointed Sept 2024; resigned Jan 2025 | 14 meetings (committee) |
| Risk Committee | Not listed as member | — | 4 meetings (committee) |
Fixed Compensation
- Policy: Standard annual retainer $140,000 for directors ($70,000 cash + $70,000 in RSUs); Chair of Board and Audit Chair receive $160,000 ($80,000 cash + $80,000 RSUs). 2024 changes led to prorated cash only for newly appointed directors; legacy directors received full cash and RSUs .
- Fortress arrangement: Fortress receives $140,000 cash annually for Enden’s Board service (appointment party arrangement disclosure) .
| Year | Fees Earned or Paid in Cash | Stock Awards (RSUs, grant‑date FV) | Total |
|---|---|---|---|
| 2024 | $70,000 | — | $70,000 |
Performance Compensation
- Director equity program: RSUs are typically granted annually based on closing price at grant date; in 2024, legacy directors received RSUs on Feb 20, 2024 when share price was $8.09; half vested May 28, 2024 and half Nov 26, 2024. At Dec 31, 2024, no stock awards were outstanding to non‑employee directors .
- Options: The Company does not currently grant stock options or similar instruments to directors; no option timing policy needed .
| Grant Date | Instrument | Shares Granted | Grant‑Date Price/Method | Vesting |
|---|---|---|---|---|
| — (Mackovak – 2024) | RSUs | — | — | — |
| Program reference (legacy directors) | RSUs | 9,889 (Briggs/Rubin); 8,653 (Lake/Sonenshine/Pagliarini/Rosenberg/Vazquez) | Closing price at grant ($8.09) | 50% on 5/28/2024; 50% on 11/26/2024 |
Other Directorships & Interlocks
| Company/Entity | Type | Overlap/Interlock Considerations |
|---|---|---|
| BankFinancial Corp (BFIN) | Public bank | Banking sector overlap; monitor for competitive or transactional interlocks |
| People’s Bank of Commerce; Keystone Bank | Regional/community banks | Multiple bank boards; potential information flow considerations |
| Great Lakes Science Center | Non‑profit | No competitive interlock |
The proxy discloses Compensation Committee interlocks: none of FFWM’s executive officers serve on compensation committees/boards of entities with reciprocal executive service, and none current committee members (incl. Mackovak) have been FFWM officers/employees .
Expertise & Qualifications
- Domain expertise: Investor specializing in community banks, with extensive board experience across bank franchises .
- Education: MBA, UVA Darden; BA, Kent State, summa cum laude .
- Board qualification: Investment experience in community banks deemed valuable to FFWM’s Board .
Equity Ownership
- Beneficial ownership: 6,768,343 shares (8.2% of class) beneficially owned via SVBP; Mackovak disclaims beneficial ownership except to the extent of his pecuniary interest .
- Shares outstanding context: 82,386,071 shares outstanding as of March 31, 2025 .
- Pledging/Hedging: Anti‑hedging policy prohibits hedging and short sales for directors; no pledging disclosed for Mackovak (a margin‑loan pledge disclosure appears for another officer, not Mackovak) .
- Ownership guidelines: Directors must own shares valued at least 5x the cash component of their annual retainer within five years; all directors have met or are expected to meet within the timeframe .
| Holder | Shares Beneficially Owned | % of Class | As‑of Date | Holding Vehicle | Pledging |
|---|---|---|---|---|---|
| Benjamin Mackovak | 6,768,343 | 8.2% | March 31, 2025 | SVBP (as Co‑Founder & Managing Member); disclaims except pecuniary interest | None disclosed; anti‑hedging policy in place |
Governance Assessment
- Board effectiveness: Independent status confirmed; active committee service (Compensation; Nominating & Corporate Governance); Audit Committee resignation in Jan 2025 removes potential perceived conflicts in heightened independence area while preserving governance contributions on other committees .
- Investor alignment vs. conflicts: Appointment pursuant to SVBP’s Investment Agreement and large beneficial stake (8.2%) align incentives with shareholders, but create potential conflicts if Board decisions materially affect SVBP’s position; related party transaction policy restricts transactions and sets Audit Committee oversight .
- Engagement/attendance: Minimum 75% attendance met by all directors in 2024; Board held 20 meetings, with active committee cadence (Audit 14; Comp 6; Nominating 4; Risk 4), indicating robust oversight .
- Compensation alignment: Modest, prorated cash retainer ($70,000) in 2024 with no RSU grant for newly appointed directors; director equity program is time‑based RSUs (no options), and anti‑hedging policy supports long‑term alignment .
- RED FLAGS to monitor:
- Investor‑designee status and multi‑bank directorships (information flows/interlocks), particularly given SVBP’s nomination rights contingent on ownership levels .
- Any Board actions implicating SVBP’s interests; ensure adherence to related party transaction policy (Audit Committee review) .
- Changes in committee assignments (e.g., Audit resignation) should continue to be disclosed with rationale if material; current disclosure notes timing but not reason .