John A. Hakopian
About John A. Hakopian
John A. Hakopian (age 56) is President of First Foundation Advisors (FFA) since April 2009 and Co-Chief Investment Officer since 2020. He co-founded FFA in 1990 and previously served as Executive Vice President and Co‑Portfolio Manager (1994–Apr 2009); he also served on First Foundation Inc.’s (FFWM) board from 2007–2024 . Under his span, FFA AUM rose from $5.2B to $5.4B in 2024, while the parent company reported a $92.4M net loss driven by a $117.5M loan valuation adjustment amid a balance sheet transformation . Company pay-versus-performance shows significant TSR underperformance vs the KBW Regional Bank Index in 2024, contextualizing a shift to retention equity and no annual bonuses for 2023–2024 .
| Performance Context | 2022 | 2023 | 2024 |
|---|---|---|---|
| FFA AUM ($B) | — | 5.2 | 5.4 |
| Net (Loss) Income ($MM) | 110.5 | (199.1) | (92.4) |
| Return on Avg Tangible Common Equity (%) | 13.0 | 1.9 | (0.7) |
| Tangible Book Value/Share ($) | 16.20 | 16.30 | 12.75 |
| TSR – Value of $100 (Company) | 71.65 | 48.40 | 31.05 |
| TSR – Value of $100 (Peer Index) | 120.61 | 115.78 | 126.88 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Foundation Advisors (FFA) | Co-Founder; Executive VP & Co‑Portfolio Manager | 1994–Apr 2009 | Built fee-based advisory platform and investment process |
| First Foundation Inc. (FFWM) | Director | 2007–2024 | Governance and oversight across banking/wealth businesses |
| First Foundation Advisors (FFA) | President; Co‑CIO (since 2020) | Apr 2009–Present | Leadership of wealth unit; co-leads investment strategy |
External Roles
- Not disclosed in the latest proxy for additional external directorships or roles for Mr. Hakopian .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 475,000 | 569,792 | 650,000 |
| Annual Cash Bonus ($) | 260,750 | 0 (no bonus earned) | 0 (no bonus earned) |
| All Other Compensation ($) | 34,000 | 37,000 | 39,000 (incl. 401(k)/life insurance; $14,000 company contributions) |
Notes:
- His prior employment agreement (expired Dec 31, 2023) provided a base salary of $475,000; current compensation disclosures reflect salary increases post-expiration .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (2022) | Company financial goals (specific metrics not detailed) | Not disclosed | 100% target opportunity (incumbent NEOs) | Paid at 100% of target; 10% delivered as RSUs for Hakopian | RSUs from 2022 plan granted 2/28/2023; 1/3 immediately, 1/3 at 1st & 2nd anniversaries |
| Annual Incentive (2023) | Not disclosed | — | — | 0% (no bonus earned) | — |
| Annual Incentive (2024) | Not disclosed | — | — | 0% (no bonus earned) | — |
| Retention Award (Cash) – 2024 | Retention (service-based) | — | — | $260,000 cash retention (subject to continued employment) | Cash; service condition |
| Retention Award (RSUs) – 2024 | Retention (service-based) | — | — | 52,349 RSUs (grant-date close $7.45) | Vest 100% on first anniversary of 10/23/2024 grant (i.e., 10/23/2025), subject to employment |
Equity Award Details (Outstanding at 12/31/2024):
- 1/10/2023: 1,305 unvested RSUs; market value $8,104 at $6.21 close . Vesting: equal installments on first and second anniversaries (fully vested by 1/10/2025) .
- 10/23/2024: 52,349 unvested RSUs; market value $325,100 at $6.21 close; cliff vests on 10/23/2025 .
- The company emphasized RSUs as primary equity; it does not currently grant stock options (no option grants outstanding) .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership | 657,039 shares (<1% of outstanding) as of 3/31/2025 |
| Pledging / Margin | Includes 447,000 shares “held in brokerage accounts pursuant to which they may serve as security for margin loans” (potential pledging risk) |
| Unvested RSUs Outstanding (12/31/2024) | 53,654 RSUs total (1,305 from 1/10/2023 + 52,349 from 10/23/2024); aggregate market value ~$333,204 at $6.21 |
| Options | None disclosed; company not currently granting options |
| Executive Stock Ownership Guidelines | Not disclosed for executives; director guidelines exist (5× cash retainer) |
| Anti‑Hedging | Directors and key executives prohibited from hedging/short sales/speculative transactions |
| Clawback | Board-adopted Dodd-Frank/NYSE-aligned incentive compensation clawback policy covering cash and equity ; plan-level clawback/recovery also applies |
Potential selling pressure indicators:
- One-year cliff vest of 52,349 RSUs on 10/23/2025 may create tax withholding-related share sales at vesting .
- Marginable brokerage holdings (447,000 shares) present potential forced-sale risk in adverse price moves (collateral calls) .
Employment Terms
| Scenario (as disclosed) | Base Salary ($) | Bonus ($) | Equity Acceleration ($) | Medical ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary termination (non‑CIC) | — | — | — | 29,165 | 29,165 |
| Termination without Cause or for Good Reason after Change in Control | 1,300,000 | 260,000 | 329,200 | 58,300 | 1,947,500 |
| Death | 400,000 | — | — | — | 400,000 |
Additional terms:
- Mr. Hakopian’s prior employment agreement expired Dec 31, 2023 (base $475,000). Current severance economics reflect disclosures above and may not include non‑CIC salary severance beyond medical continuation .
- Company-wide NEO agreements generally include non‑solicitation/confidentiality provisions; duration specified (18 months) for current agreements, but Mr. Hakopian’s expired agreement is noted separately .
Compensation Structure Analysis
- Shift toward retention equity and away from annual bonuses: No annual cash incentive earned for 2023–2024; 2024 retention grants (cash + RSUs) implemented to stabilize leadership through transformation .
- Mix of cash vs equity: 2024 total comp for Mr. Hakopian was predominantly salary plus retention RSUs ($390,000 grant-date value), with modest “all other” benefits; no cash bonus .
- Options risk profile: No stock options used; primarily time-based RSUs, which lower downside risk vs options and can dilute alignment if not performance-conditioned .
- Clawback and anti-hedging: Policies align with investor expectations and mitigate risk-taking/hedging misalignment .
- Pay-for-performance signals: 2022 paid at 100% target; 2023–2024 zero bonus aligns with poor TSR and losses; retention equity indicates focus on continuity and turnround execution .
Performance & Track Record
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company Net Income (Loss) ($MM) | 110.5 | (199.1) | (92.4) |
| Company TSR – $100 Basis | 71.65 | 48.40 | 31.05 |
| FFA AUM ($B) | — | 5.2 | 5.4 |
Highlights and risks:
- 2024 losses driven by strategic loan reclassification and LOCOM charge as balance sheet repositioning progressed; AUM modestly increased at FFA .
- Significant TSR underperformance vs peer index in 2024 underscores investor focus on turnaround execution .
Governance, Policies, and Related Party
- Clawback: Dodd‑Frank compliant policy in place; applies to cash and equity for covered executives .
- Anti‑hedging: Prohibition on hedging, short sales, and speculative transactions for directors/NEOs .
- Related-party transactions: No specific Hakopian-related transactions disclosed in the excerpted sections; company policy restricts unfavorable related-party dealings .
Investment Implications
- Alignment: Large personal stake (657k shares) is positive, but marginable brokerage holdings (447k shares) create potential forced-selling risk in drawdowns; monitor pledged/margined exposure .
- Incentive design: No bonuses for 2023–2024 and adoption of retention RSUs indicate discipline and a focus on leadership stability during restructuring; absence of performance-conditioned equity for 2024 is a tradeoff to retain talent .
- Retention and vesting overhang: One-year cliff vest for 2024 RSUs (52,349 units) can add near-term supply from tax withholding; not excessive in absolute terms .
- Change-in-control economics: Moderately sized CIC package (~$1.95M including equity) suggests limited golden parachute risk and manageable shareholder dilution from accelerated vesting .
- Execution focus: Modest AUM growth at FFA amid parent losses and TBV compression heightens emphasis on operating turnaround; incentive frameworks (clawback, anti-hedging, lack of options) are governance positives, but TSR underperformance remains a headwind .
Citations: Executive biography and roles. 2024 financial highlights, AUM, net loss, TBV commentary. Pay-versus-performance TSR table. Compensation philosophy and recent actions. Summary Compensation Table for Mr. Hakopian and peers (multi-year). RSU retention grants and grant-date details; “all other comp” breakdown. 2022 incentive RSU mix; 2024 retention program (cash and RSUs). Outstanding unvested RSUs and vesting schedules at 12/31/2024. Anti-hedging; option grant policy; director ownership guidelines. Company clawback policy (Dodd‑Frank/NYSE compliant). Employment agreements overview; Mr. Hakopian’s agreement expiration. Termination/CIC payout table including Mr. Hakopian. Beneficial ownership table for Mr. Hakopian; marginable brokerage share note.