James Britton
About James Britton
James Britton, age 48, is Executive Vice President and Chief Financial Officer (CFO) of First Foundation Inc. and First Foundation Bank, serving since August 2023; he previously held senior finance and operations roles at Texas Security Bankshares, Texas Capital Bank (Nasdaq: TCBI), SunTrust Bank, and Accenture . Under his tenure, FFWM’s Q3 2025 results showed total revenue of $63.6 million and a net loss of $146.3 million, with return on average assets at -4.90% and return on average common equity at -60.6% for the quarter . The company’s compensation program emphasizes pay-for-performance with metrics including Return on Tangible Book Value, asset quality/performance of the loan portfolio, and loan-to-deposit ratio .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Foundation Inc. | EVP & CFO (Principal Financial Officer) | Aug 2023–present | Leads finance, controls and disclosure; SOX 302/906 certifications and SEC document execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas Security Bankshares, Inc. / Texas Security Bank | EVP, CFO & COO; Corporate Secretary | Mar 2022–Aug 2023 | Directed finance, accounting, technology, facilities, treasury sales and several operations units |
| Texas Capital (Nasdaq: TCBI) | EVP, Director of Corporate Finance and Director of Investor Relations | Sep 2013–Mar 2022 | Oversaw strategic/financial planning, forecasting, stress testing, investor communications |
| SunTrust Bank | Group VP, Capital Adequacy & Stress Testing | 2006–2013 | Led capital management, capital adequacy, stress testing |
| Andersen Consulting / Accenture | Consultant | Early career | Supported a range of clients across industries |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 133,000 | 390,000 | 390,000 |
| Bonus ($) | 50,000 | — (no annual bonus earned) | Not disclosed |
| All Other Compensation ($) | 7,000 | 26,000 | Not disclosed |
| Total ($) | 279,640 | 650,000 | Not disclosed |
Performance Compensation
Annual Incentive Plan Outcomes
| Metric | 2023 | 2024 | Payout |
|---|---|---|---|
| Income before taxes – Budget ($000s) | 30,608 | 17,236 | No annual incentive bonus earned for 2023/2024 |
| Income before taxes – Actual ($000s) | (200,064) | (137,380) | No annual incentive bonus earned for 2023/2024 |
| NPAs / Total Assets – Goal (%) | 0.50% | 0.50% | No annual incentive bonus earned for 2023/2024 |
| NPAs / Total Assets – Actual (%) | 0.15% | 0.37% | No annual incentive bonus earned for 2023/2024 |
Notes:
- Weighting of specific metrics was not disclosed; for 2024 the most important financial measure linking pay to performance was Return on Tangible Book Value .
Equity and Retention Awards (Britton)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSU – New hire | Aug 29, 2023 | 12,000 | 74,520 (market at 12/31/2024) | Equal installments on 1st, 2nd, 3rd anniversaries of grant; 4,000 vested in 2024 |
| RSU – Retention | Oct 23, 2024 | 31,410 | 234,000 | Vests on first anniversary (Oct 23, 2025), subject to continued employment |
| Cash Retention | Oct 23, 2024 | — | 156,000 | Payable at vesting date, subject to continued employment |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 3,026 shares as of March 31, 2025 |
| Shares Outstanding | 82,386,071 as of March 31, 2025 |
| Ownership % of Shares Outstanding | Approximately 0.0037% (3,026 / 82,386,071) |
| Unvested RSUs (12/31/2024) | 12,000 (8/29/2023 grant) and 31,410 (10/23/2024 grant) |
| RSUs Vested in 2024 | 4,000 units; value realized $27,760 |
| Options Outstanding | None (no options granted or outstanding; no exercises in 2022–2024) |
| Stock Ownership Guidelines (NEOs) | 3x base salary; retain at least 50% of shares until met; NEOs have met or are expected to meet within the timeframe |
| Hedging / Short Sales | Prohibited for directors and NEOs under Insider Trading Policy |
| Pledging | No pledging disclosed for Britton; general related policy/footnotes show pledging for another executive, not Britton |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Entered Aug 14, 2023; term ends Dec 31, 2025 |
| Base Salary | $390,000 (2025; unchanged from 2024) |
| Incentive Participation | Eligible to participate in Company bonus/equity plans; no 2023–2024 annual bonus earned |
| Severance (Non-COC) | Lesser of 12 months base salary or remainder of term; continued COBRA benefits at active-employee rate during Termination Benefits Period |
| Non-Solicit / Confidentiality | 18-month non-solicit and confidentiality obligations post-termination (except CEO duration not specified) |
| Clawbacks | SOX 304 clawback for CEO/CFO; Board-adopted Clawback Policy allows three-year recoupment for restatements or misconduct-based metric achievement |
| Change-of-Control (Double Trigger) | 2x base salary plus maximum bonus opportunity; accelerated vesting of unvested equity; continued medical/dental/vision/disability/life benefits through Dec 31 of second calendar year after termination; 280G cutback if beneficial |
| Termination Benefits Illustration (Britton) | Involuntary termination total $419,165 (includes $390,000 salary, $29,165 benefits); Post-CIC termination total $1,239,000 (includes $780,000 salary, $156,000 bonus, $244,700 equity acceleration, $58,300 benefits); Death $140,000 |
Compensation Structure Notes
- Components: Base salary, annual cash incentives, and RSU equity; RSUs are primary long-term incentive; options currently not used .
- 2024 Design Changes: Committee granted retention RSUs and cash awards to certain executives (including Britton) to bolster continuity amid performance challenges; vesting tied to continued service .
- Independent Consultant and Peer Group: Pearl Meyer engaged; 20-bank peer group spanning $5–$24B assets used for benchmarking and design .
Investment Implications
- Alignment: Britton’s equity is predominantly unvested RSUs that vest on near-term dates (Oct 23, 2025) and on anniversaries of Aug 29 grants; anti-hedging policy strengthens alignment, while ownership guideline at 3x salary sets a medium-term target .
- Potential Selling Pressure: Vested RSUs in 2025 could create mechanical selling for tax obligations; major upcoming vest includes 31,410-unit retention grant on Oct 23, 2025, plus scheduled anniversary vest for 2013 grant series; monitor Form 4 filings around vest dates .
- Retention Risk: Employment agreement expires Dec 31, 2025; retention RSU and cash awards are single-year inducements rather than multi-year PSU constructs; change-of-control double-trigger economics partially mitigate transition risk amid announced merger activities and strategic repositioning .
- Pay-for-Performance: No annual bonuses in 2023–2024 reflects missed budgeted profitability targets despite solid NPAs/asset ratios; the program’s emphasis on Return on Tangible Book Value, asset quality, and loan-to-deposit ratio indicates future upside to incentive payouts only if profitability normalizes .
- Governance: Robust clawback and anti-hedging policies, independent compensation committee, and Pearl Meyer benchmarking reduce governance risk; monitor upcoming say-on-pay outcome and any equity plan amendments affecting RSU mix .