Elizabeth A. Pagliarini
About Elizabeth A. Pagliarini
Elizabeth A. Pagliarini (age 54) has served as an independent director of First Foundation Inc. (FFWM) since 2019. She is CEO, Secretary, and a Board Member of Summit Healthcare REIT, Inc. (since July 2023), with prior roles as CFO/Treasurer (since 2014) and later CFO/Treasurer/COO (since 2019). She holds a B.S. in Business Administration (Finance) from Valparaiso University and is a Certified Fraud Examiner . The Board has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Healthcare REIT, Inc. | CFO & Treasurer | Sep 2014–2019 | Finance, accounting, securities filings; later expanded operational scope |
| Summit Healthcare REIT, Inc. | CFO, Treasurer & COO | 2019–Jul 2023 | Executive management across finance/ops |
| Summit Healthcare REIT, Inc. | CEO, Secretary & Board Member | Jul 2023–present | Leads REIT; governance role as director |
| LA-based Investment Bank | Chief Compliance Officer & FINOP | 2005–2008 | Compliance oversight in broker-dealer context |
| Securities Litigation & Financial Consulting Firm | Principal | 2001–2005 | Litigation support and financial consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Healthcare REIT, Inc. | Board Member | Jul 2023–present | Governance oversight at REIT |
| Forever Footprints (non-profit) | Emeritus Board Member | Not disclosed | Community engagement; support for families after infant loss |
| Mission Viejo City Council Investment Advisory Commission | Former Chair | Not disclosed | Public-sector investment advisory leadership |
Board Governance
- Independence: Determined independent; FFWM has eight of ten nominees independent including Pagliarini .
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member; Risk Committee Chair (appointed chair after a resignation in Sep 2024) .
- Committee meeting cadence (2024): Audit 14; Compensation 6; Nominating & Corporate Governance 4; Risk 4 .
- Board meeting attendance: Board met 20 times; each director attended at least 75% of Board and committee meetings; all then-current directors attended the 2024 Annual Meeting .
- Board leadership structure: Chairman separated from CEO; independent directors hold executive sessions without management; directors have access to management and funding to retain advisors .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual retainer (regular director) – cash | $70,000 |
| Annual retainer (regular director) – stock (RSUs) | $70,000 |
| Total annual director compensation | $140,000 |
| Standard retainer policy (normal year, no board changes) | $140,000 regular directors; $160,000 for Board Chair & Audit Chair; 50% cash/50% RSUs |
The Company does not currently grant stock options; timing policies reference options only if reinstated in the future .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant FMV Basis | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | Feb 20, 2024 | 8,653 RSUs | Closing share price $8.09 | 50% vested May 28, 2024; 50% vested Nov 26, 2024 |
- Performance metrics tied to director compensation: None disclosed for non-employee directors (comp is retainer plus RSUs) .
- Options and performance awards: No stock options currently granted; no SARs; no PSU program disclosed for directors .
Other Directorships & Interlocks
| Entity | Role/Relationship | Notes |
|---|---|---|
| Summit Healthcare REIT, Inc. | CEO, Secretary, Board Member | External executive and director role in real estate; potential time-commitment consideration |
| FFWM board composition changes (2024 capital raise) | Investor nomination rights | Fortress (2 nominees), Canyon (1), SVBP (1) following July 2024 capital raise . Investor-nominated directors joined committees alongside Pagliarini (e.g., Compensation Committee includes Mackovak (SVBP) and Parker (Fortress)) |
| Fortress compensation for appointed director | Fortress receives $140,000 for Enden’s Board service | An atypical arrangement where a shareholder receives director compensation for its appointee |
Expertise & Qualifications
- Finance/accounting/operations/compliance expertise; securities litigation and executive management background .
- Certified Fraud Examiner; BS in Business Administration (Finance), Valparaiso University .
- Determined independent; contributes to risk oversight and compensation governance .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Mar 31, 2025 | 27,282 | <1% | Footnote indicates holdings in family trust and defined benefit plan with shared voting/investment power |
- Shares outstanding: 82,386,071 as of Mar 31, 2025 .
- Ownership guidelines (directors): Must own ≥5× the cash component of annual retainer; new directors have five years; until met, retain ≥50% of shares received (net of tax). As of the proxy date, all directors have met or are expected to meet within the timeframe .
- Pledging/hedging: Directors prohibited from hedging and short sales per Insider Trading Policy .
Governance Assessment
- Board effectiveness: Pagliarini is an experienced financial executive with compliance and fraud-examination credentials, serving as Risk Committee Chair—aligned with FFWM’s need for robust ERM after the 2024 recapitalization and board reconstitution . Committee activity levels (Risk 4, Compensation 6) and Board attendance thresholds were met, supporting engagement .
- Independence and alignment: Formally independent under NYSE rules; director pay split evenly between cash and RSUs, plus stringent ownership guidelines, supports alignment with shareholders .
- Conflicts and interlocks: Investor nomination rights created a board with investor appointees on key committees (e.g., Compensation), which can introduce perceived influence risks. Fortress receiving cash compensation for its appointee’s service is unusual and a potential perception risk, though Pagliarini herself is not directly implicated .
- RED FLAGS:
- Investor influence risk: Investor-nominated directors on Compensation and other committees may affect independence optics in pay decisions and governance priorities .
- External CEO role: Dual role as external CEO/board member at Summit Healthcare REIT could raise time-commitment concerns, though attendance thresholds were met in 2024 .
- Overall signal: Pagliarini’s risk/compliance background and independent status are positives for investor confidence; vigilance warranted on committee composition and investor arrangements to maintain robust independence in compensation and risk oversight .