Mitchell M. Rosenberg
About Mitchell M. Rosenberg
Mitchell M. Rosenberg, Ph.D., age 71, has served as an independent director of First Foundation Inc. (FFWM) since 2007 (18 years of service) and is a seasoned organizational development executive. He is President and founder of M. M. Rosenberg & Associates (since 2005) and previously held senior roles at The Picerne Group, Ameriquest Capital, Washington Mutual, American Savings Bank, and Great Western Bank. He holds a B.S. in Psychology (Ohio University), M.S. in Industrial Psychology (CSU Long Beach), and a Ph.D. in Psychology (Organizational Behavior) from Claremont Graduate University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Picerne Group | Chief Executive Officer | 2002–2005 | Led international investment firm (real estate/loan portfolios) . |
| Ameriquest Capital Corporation | EVP & Director of Business Services | Pre-2002 | Led HR and organizational development . |
| Washington Mutual Bank | HR/Org. Development Leadership | Pre-2002 | Directed HR/OD functions . |
| American Savings Bank | HR/Org. Development Leadership | Pre-2002 | Directed HR/OD functions . |
| Great Western Bank | HR/Org. Development Leadership | Pre-2002 | Directed HR/OD functions . |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| M. M. Rosenberg & Associates | President & Founder | 2005–present | Executive/organizational development consultancy across financial services, healthcare, tech . |
Board Governance
- Independence: Board classifies Rosenberg as independent under NYSE standards .
- Committee assignments:
- Compensation Committee: Chairman; met 6x in 2024; responsibilities include CEO/senior officer pay, incentive plans, director comp, consultants (no conflicts reported) .
- Nominating & Corporate Governance Committee: Chairman; met 4x in 2024; responsibilities include nominations, independence assessments, governance policies, board/committee performance reviews .
- Risk Committee: Member; met 4x in 2024; oversight of ERM, credit/liquidity, compliance, technology/cyber, BSA programs .
- Attendance: Board met 20 times in 2024; each director attended at least 75% of Board and committee meetings during their term .
- Investor support: 2025 director election votes for Rosenberg 51,310,612; against 8,901,747; abstain 57,023; broker non-votes 3,917,694 .
- Ownership guidelines: Directors must hold stock equal to 5× cash retainer; directors have met or are expected to meet within the allowed timeframe .
- Governance policies: Incentive compensation clawback adopted in 2023 to comply with NYSE Rule 10D-1 ; Anti-hedging policy prohibits hedging/short sales by directors/NEOs .
Fixed Compensation (Non-Employee Director Pay)
| Component | Amount | Details |
|---|---|---|
| Annual retainer (2024) | $140,000 | $70,000 cash + $70,000 in RSUs (standard for non-chair roles; only Board Chair and Audit Chair receive $160,000) . |
| Cash paid (2024) | $70,000 | As reported for Rosenberg . |
| Stock awards (2024) | $70,000 | RSU grant on Feb 20, 2024 of 8,653 units; grant-date price $8.09; 50% vested May 28, 2024; 50% vested Nov 26, 2024 . |
Performance Compensation
- Director equity is time-based RSUs; no performance metrics are attached to director grants (no options outstanding; no performance-vesting disclosed) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other current public company directorships disclosed for Rosenberg in the proxy . |
Expertise & Qualifications
- Organizational/HR leader across major financial institutions; CEO experience at an investment firm; deep governance and executive development expertise .
- Advanced academic credentials in organizational behavior; long-tenured FFWM director and current chair of two key governance committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mitchell M. Rosenberg | 77,519 | <1% | As of March 31, 2025; table indicates less than 1% . |
| Outstanding equity at 12/31/2024 | 0 | n/a | No stock awards outstanding to non-employee directors at year-end (all 2024 RSUs fully vested) . |
- Pledging/Hedging: Anti-hedging policy in place; no pledging by Rosenberg disclosed. One executive (not Rosenberg) had shares that may serve as margin collateral; none indicated for Rosenberg .
Related-Party & Conflicts Review
- Policy: Related Party Transaction Policy requires Audit Committee approval and prohibits transactions materially less favorable than arm’s length .
- Disclosures: Proxy lists related-party items (e.g., 2024 capital raise investor rights; family employment of others) but no transactions involving Rosenberg are disclosed; ordinary-course loans must be on market terms with no unfavorable features .
- Conclusion: No Rosenberg-specific related-party transactions or conflicts disclosed .
Say-on-Pay & Shareholder Feedback (context for Compensation Committee chair)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay (2024 NEO comp) | 54,261,770 | 5,121,749 | 885,863 | 3,917,694 |
| Say-on-Pay Frequency | 57,074,451 (1 Year) | 23,124 (2 Years) | 2,243,856 (3 Years) | 927,951 |
- Equity Plan: Stockholders approved Amended & Restated 2024 Equity Plan (4.0M shares total pool) on May 29, 2025; vote 47,588,386 for / 11,211,017 against / 1,469,979 abstain / 3,917,694 broker non-votes .
Governance Assessment
-
Positives
- Independent, long-tenured director with deep HR/organizational expertise; leads Compensation and Nominating/Governance committees during a balance sheet transformation and board reconstitution .
- High investor support in 2025 election; say-on-pay passed with strong margin; annual say-on-pay affirmed—supports confidence in comp oversight .
- Robust governance controls (clawback; anti-hedging; ownership guidelines) and transparent director pay structure (balanced cash/equity; no added chair fees beyond Audit/Board) .
- Active committee cadence in 2024 (Comp: 6; N&CG: 4; Risk: 4) and Board activity (20 meetings) with minimum attendance thresholds met .
-
Watch items
- Tenure (since 2007) can raise refreshment questions; however, 2024–2025 board refresh post-capital raise brought several new independent directors and investor nominees, balancing experience with renewal .
- No disclosed performance-based equity for directors (time-based RSUs only); though standard in sector, investors increasingly scrutinize alignment; ownership guidelines partially mitigate .
-
Red flags
- None disclosed specific to Rosenberg: no related-party transactions, pledging, or attendance/engagement concerns identified .
Compensation Committee Report was signed by Rosenberg as Chair, underscoring his accountability for pay governance .