Jacob P. Sonenshine

About Jacob P. Sonenshine

Jacob P. Sonenshine, J.D., CFA, is an independent director of First Foundation Inc. (FFWM) who has served on the Board since 2007; he is 54 years old and is standing for re‑election in 2025 . He holds a B.S. in Economics and a B.A. in International Relations from the University of Pennsylvania, plus a J.D. and MBA from the University of Southern California, and is a CFA charterholder . Sonenshine is currently President of Prell Restaurant Group (since 2012) and previously held senior roles in retirement planning and middle‑market M&A investment banking, bringing financial and operational experience relevant to FFWM’s wealth management oversight .

Past Roles

External Roles

Board Governance

• Independence: FFWM’s Board determined eight nominees, including Sonenshine, are independent under NYSE standards; all members of Audit, Compensation, Nominating & Corporate Governance, and Risk Committees are independent .
• Committees: Audit Committee Chair (appointed September 2024, replacing Diane Rubin); members include Sonenshine (chair), Briggs, Enden, Parker; Sonenshine and Briggs are “audit committee financial experts” . Nominating & Corporate Governance Committee member (committee chaired by Rosenberg; members include Pagliarini, Enden, Briggs, Sonenshine, Mackovak) .
• Engagement: Board held 20 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
• Committee activity levels: Audit Committee met 14 times in 2024; Compensation Committee 6 times; Nominating & Corporate Governance Committee 4 times; Risk Committee 4 times—indicating high oversight cadence in risk, audit, and governance domains .

Fixed Compensation

Notes:

• Standard board structure (absent director changes): Audit Chair and Board Chair annual retainer $160,000 (50% cash, 50% RSUs); other directors $140,000 (50% cash, 50% RSUs). 2024 departures and appointments led to pro‑rated payments; Sonenshine’s total reflects his mid‑year appointment to Audit Chair after September 2024 .
• Fortress receives $140,000 annually in cash in respect of Enden’s board service, indicating investor‑linked seat arrangements following the 2024 capital raise (contextual governance dynamic; not applicable to Sonenshine’s pay) .

Performance Compensation

• At 12/31/2024, no stock awards were outstanding to non‑employee directors (RSUs fully vested during the year) .
• Options policy: FFWM does not currently grant stock options or similar instruments; thus no option timing or strike mechanics apply to directors .
• Performance metrics: Director equity is time‑based; no disclosed revenue/EBITDA/TSR metrics for director compensation in 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Credentials: J.D., MBA (USC); CFA; dual Penn degrees in Economics and International Relations .
• Financial and audit oversight: Designated audit committee financial expert; Audit Chair role underscores technical accounting and control oversight capabilities .
• Wealth management relevance: Experience in retirement planning and investment advisory cited as beneficial to FFWM’s wealth segment .

Equity Ownership

• Shares outstanding: 82,386,071 as of March 31, 2025 .
• Director stock ownership guidelines: Minimum ownership equal to 5× the cash component of the annual retainer; until met, retain at least 50% of shares received (net after tax). The Board discloses all directors have met or are expected to meet within five years for new directors .
• Anti‑hedging: Directors prohibited from hedging or engaging in short sales/speculative transactions; policy covers swaps, collars, exchange funds, etc. .
• Pledging: No pledging disclosures in proxy; no related party transactions involving Sonenshine disclosed .

Governance Assessment

• Board effectiveness: Sonenshine’s long tenure (since 2007), independence, and elevation to Audit Chair in 2024, together with audit committee financial expert designation, strengthen credibility of financial reporting oversight amid strategic shifts and investor representation following the 2024 capital raise .
• Engagement signal: Heavy committee workload (Audit met 14x) and Board attendance thresholds met by all directors support a high‑engagement posture; this is positive for investor confidence during periods of change in leadership and capital structure .
• Pay alignment: Director pay mix is balanced 50/50 cash/RSUs under normal structure; Sonenshine’s 2024 RSUs fully vested on a time‑based schedule with no performance metrics—appropriate for directors but offers limited pay‑for‑performance linkage; ownership guidelines and anti‑hedging policy provide alignment safeguards .
• Conflicts/related party: No related‑party transactions disclosed for Sonenshine; broader board context includes investor nominees (Fortress, Canyon, SVBP) and Fortress’s receipt of cash compensation for Enden’s seat—this is a governance complexity but not a Sonenshine conflict .
• RED FLAGS: None identified specific to Sonenshine—no hedging, no pledging disclosed, attendance threshold met, independent status affirmed; monitor investor‑appointed directors’ influence on committee composition and potential future related‑party items, though current policies (related‑party transaction policy and clawbacks) mitigate risk .