Sam Edelson
About Sam Edelson
Independent director at First Foundation Inc. (FFWM); age 35; appointed to First Foundation Bank’s board on July 8, 2024 and to FFWM’s board on September 3, 2024. Background in real estate development and credit investing; Founder & President of Exact Title (2021–), founder of Force7Mgmt (2020–); prior roles at Cyrus Capital (2015–2019) and Bain Capital Credit; B.S. in Economics from Wharton with concentrations in finance and real estate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cyrus Capital | Credit and structured credit investments | 2015–2019 | Credit investing experience applicable to bank loan portfolio oversight |
| Bain Capital Credit (Sankaty Advisors) | Early career | Not disclosed | Foundational training in credit and finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exact Title (Denver, CO) | Founder & President | Founded 2021 | Title insurance operations; potential domain knowledge for real estate risk |
| Force7Mgmt | Founder | Founded 2020 | Focus on preservation/adaptive housing; real estate development insight |
| One Mainstreet Colorado (nonprofit) | Executive Board | Since 2022 | Community engagement and governance experience |
Board Governance
- Independence: Board determined Edelson is independent under NYSE standards .
- Committee membership: Risk Committee member; Risk Committee chaired by Elizabeth Pagliarini; all members independent .
- Attendance: Board met 20 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Board reconstitution: Edelson appointed in connection with Canyon Partners’ investment right; part of investor-led Board refresh after July 2024 capital raise .
| Attribute | Detail |
|---|---|
| Director since | 2024 (FFB July 8; FFWM Sept 3) |
| Independence status | Independent (NYSE standards) |
| Committees | Risk Committee (member) |
| Chair roles | None disclosed |
| 2024 attendance | ≥75% of meetings |
Shareholder Support Signal (2025 Election)
| Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Sam Edelson | 60,077,814 | 160,992 | 30,576 | 3,917,694 |
Edelson received the highest “For” votes among nominees, indicating strong shareholder support .
Fixed Compensation
| Year | Cash Retainer ($) | Equity (RSUs) | Notes |
|---|---|---|---|
| 2024 | 70,000 | — | New directors appointed in 2024 received pro‑rated cash retainers at $140k annual rate; legacy directors received $70k cash + $70k RSUs; no RSUs outstanding for non‑employee directors at 12/31/2024 |
- Standard non-employee director compensation (no change year): $140,000 annual retainer (split $70,000 cash / $70,000 RSUs); Chairman and Audit Chair $160,000 (split $80,000 cash / $80,000 RSUs) .
- No separate meeting or committee fees disclosed for 2024; compensation structured via retainers and RSUs per policy .
Performance Compensation
| Item | Detail |
|---|---|
| RSU grants to legacy directors (Feb 20, 2024) | 9,889 RSUs (Briggs, Rubin) and 8,653 RSUs (Lake, Sonenshine, Pagliarini, Rosenberg, Vazquez); 50% vested May 28, 2024, 50% vested Nov 26, 2024 |
| Edelson RSUs (2024) | None; appointed after RSU grant date; received cash retainer only |
| Performance metrics tied to director pay | Not disclosed; director RSUs vest time-based; no director performance metrics enumerated |
Equity Incentive Plan prohibits option/SAR repricing without shareholder approval and allows performance-based awards generally, but 2024 director grants were time-based RSUs; Amended 2024 Plan expanded share pool to 4,000,000 for multi-year grant needs .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Notes |
|---|---|---|---|
| Exact Title | Private | Founder & President | No Item 404 related-party transactions disclosed for Edelson at appointment |
| Force7Mgmt | Private | Founder | No Item 404 related-party transactions disclosed for Edelson at appointment |
| One Mainstreet Colorado | Nonprofit | Executive Board | Nonprofit service |
- Investor designation: Edelson was appointed pursuant to the Canyon Investment Agreement accompanying the July 2024 capital raise; Canyon retains nomination rights contingent on ownership thresholds .
Expertise & Qualifications
- Real estate and investment credentials relevant to FFWM’s real estate portfolio and risk oversight; Wharton finance/real estate education .
- Risk oversight engagement via Risk Committee (credit, liquidity, operations, compliance, tech/cybersecurity) .
Equity Ownership
| As of | Total Shares Beneficially Owned | % of Shares Outstanding | Vested/Unvested Breakdown | Options (Exercisable/Unexercisable) | Pledged Shares |
|---|---|---|---|---|---|
| March 31, 2025 | — (none) | — (0%) | Not applicable (no holdings) | None disclosed | None disclosed |
- Director stock ownership guidelines: Each non-employee director must hold stock equal to 5x the cash component of annual retainer; new directors have 5 years to meet; until met, must retain at least 50% of shares received (net of taxes). As of proxy date, all directors have met or are expected to meet within applicable timeframe .
- Anti-hedging: Directors prohibited from hedging, short sales or speculative transactions in Company stock .
Governance Assessment
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Strengths:
- Independent director with strong shareholder mandate; top “For” votes in 2025 signal confidence .
- Risk Committee member; committee comprised entirely of independent directors and tasked with enterprise risk oversight including credit, liquidity, compliance, and cybersecurity .
- Anti-hedging policy and director ownership guidelines align interests over time .
- No related-party transactions requiring disclosure at appointment; 8‑K notes no Item 404(a) transactions involving new directors (including Edelson) .
-
Watch items / potential conflicts:
- Investor-nominated director (Canyon) following capital raise; while common in recapitalizations, nomination rights from a significant shareholder warrant monitoring for potential influence over risk and capital allocation decisions .
- Current beneficial ownership is zero; while within 5-year guideline period, near-term “skin-in-the-game” alignment is limited until equity is accumulated via RSUs or open-market purchases .
-
Engagement:
- 2024 attendance met ≥75% threshold; joined mid-year; Board held 20 meetings, indicating high cadence during transformation period .
- Board processes include independent executive sessions and robust committee structure; Audit, Compensation, Nominating, and Risk committees all independent, supporting governance quality .
-
Compensation structure:
- 2024 mix for Edelson was 100% cash (timing of appointment post RSU grant); standard policy targets a balanced cash/RSU mix going forward, which should enhance ownership alignment .
-
Policy safeguards:
- Company-wide clawback policy for executive incentive compensation (Section 10D compliant); plan-level no‑repricing without shareholder approval .
Overall, Edelson brings relevant real estate/credit expertise and serves on the Risk Committee, bolstering board oversight during FFWM’s balance-sheet transformation. Maintain focus on independence of judgment relative to Canyon’s nomination rights and monitor progression toward stock ownership guidelines to strengthen long-term alignment .