Simone Lagomarsino
About Simone Lagomarsino
Simone Lagomarsino is President of First Foundation Inc. and First Foundation Bank and a director since 2024; age 63 per the 2025 proxy . She became Bank President on July 8, 2024 and Company President on September 3, 2024 . Education and credentials include an MBA in Finance from Claremont Graduate University and a BA in Economics from Claremont McKenna College, with prior CEO experience at Luther Burbank Corporation/Savings and Heritage Oaks Bank and board roles at the Federal Home Loan Bank of San Francisco and the Federal Reserve Bank of San Francisco . Company performance context: 2024 net loss of $92.4 million, ROATCE of -0.7%, tangible book value per share fell to $11.68 (from $16.30), and FFWM cumulative TSR declined to 31.05 (vs 100 at 12/31/2020) relative to the KBW Nasdaq Regional Bank Index at 126.88 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Luther Burbank Savings/Luther Burbank Corporation | CEO; Director | CEO 2019–Feb 2024; Director 2018–Feb 2024 | Led publicly traded bank holding company through credit and governance cycles |
| Heritage Oaks Bank/Bancorp | President & CEO | 2011–2017 | Turnaround leadership at community bank; recognized as Community Banker of the Year (2013) |
| California Bankers Association | President & CEO | Prior period (year not specified) | Industry advocacy and policy leadership |
| City National Bank; Hawthorne Savings; Kinecta FCU; Ventura County National Bank; Warner Center Bank | Senior executive roles | Prior years | Multi-institution operational and finance experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Federal Home Loan Bank of San Francisco | Chair; Director | Chair 2022–2023; Director 2013–2024 | Systemic housing finance oversight |
| Federal Reserve Bank of San Francisco | Director | 2022–July 2024 | Regional monetary policy and bank supervision governance |
| Hannon Armstrong Sustainable Infrastructure Capital (NYSE: HASI) | Director | 2019–2022 | Clean energy finance board experience |
| Pacific Premier Bancorp (NASDAQ: PPBI) | Director | 2017–2018 | Regional bank governance |
Fixed Compensation
| Component | 2024 | 2025 Terms | Notes |
|---|---|---|---|
| Base Salary | $351,794 (pro-rated for 7/8/2024–12/31/2024) | $800,000 annual base salary | Subject to annual review |
| Target Annual Bonus | Eligible; $1,280,000 target | Per agreement; Board-set metrics | Paid only if performance goals met |
| Actual Annual Bonus Paid | $0 (Company did not meet 2024 goals) | N/A | No incentive payout for 2024 |
| All Other Compensation | $132,049 (benefits incl. 401(k) and life insurance) | Standard executive benefits | Company provides medical, dental, life insurance |
Performance Compensation
Company-level annual incentive framework and 2024 realization (applies to NEOs including President):
| Metric | Weighting | Target (2024) | Actual (2024) | Payout | Vesting |
|---|---|---|---|---|---|
| Income before taxes | Primary goal | $17,236k | ($137,380k) | 0% (no bonuses) | N/A |
| Compliance with rules and regulations | Qualitative | Meet | Assessed by Committee | 0% (linked to financial goal miss) | N/A |
| Ratio of NPAs to total assets | Credit quality | 0.50% | 0.37% | 0% (overall bonus not earned) | N/A |
Notes:
- RSUs are generally used as long-term incentives at FFWM; one-third immediate, one-third on each of the first and second anniversaries of grant for annual RSU components; 2023–2024 annual RSU awards were not earned due to goal misses .
- Retention RSUs were granted to certain executives in Oct 2024; Simone did not receive retention RSUs; her 2024 stock awards column shows “—” .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership | 121,951 shares held in an affiliated trust; <1% of class |
| Sources of Ownership | Participated in July 2024 equity raise: 121,951 common shares at $4.10 and 48 Series C NVCE warrants via affiliated trust |
| RSUs/Options Outstanding | None outstanding as of 12/31/2024 |
| Pledging/Hedging | Anti-hedging policy prohibits hedging/short sales; no pledging disclosed for Simone |
| Executive Ownership Guidelines | NEOs: 3x base salary; CEO: 6x; retain 50% of net shares until compliant; all NEOs have met or are expected to meet within timeframe |
Employment Terms
| Term | Simone Lagomarsino |
|---|---|
| Agreement Dates/Term | Employment agreement executed Feb 11, 2025; term ends Dec 31, 2026 |
| Severance (No Cause/Good Reason) | Cash severance equal to the lesser of 12 months base salary or remainder of term; paid over the “Termination Benefits Period” |
| Benefits Continuation | Standard benefits; COBRA continuation applies to certain NEOs; Simone’s agreement does not specify COBRA extension; standard executive benefits apply |
| Change-of-Control (CC) | FFWM CC Agreements exclude Simone and CEO Shafer; other NEOs have double-trigger cash (2x salary+max bonus) plus benefit continuation and equity acceleration; Simone currently has no CC Agreement |
| Equity Acceleration on CoC | Plan permits administrator discretion for acceleration; if terminated without cause within 24 months post-CoC, time-vested awards accelerate and performance awards vest at target (general plan terms) |
| Restrictive Covenants | Confidentiality; 18-month non-solicitation; trade secret use restrictions; Good Reason/Cause definitions apply |
| Clawback | Rule 10D-1 compliant clawback policy covering cash and equity incentive comp for restatements; also broader clawback for misconduct-based metric satisfaction |
| Anti-hedging | Prohibits hedging, short sales, prepaid variable forwards, swaps, collars, exchange funds, etc. |
Board Governance
- Role and independence: Simone serves as an executive director; eight of ten nominees are independent (she is not independent) .
- Committees: Upon appointment on Sept 3, 2024, she was expected to serve on the Strategic Planning Committee .
- Board leadership: Chair is independent (Max A. Briggs); CEO is separate (Thomas C. Shafer) to enhance oversight independence .
- Meetings and attendance: Board held 20 meetings in 2024; all directors attended at least 75% of meetings and their committee meetings .
- Executive sessions: Independent directors meet in executive session without management; Audit Committee meets separately with auditors .
Director Compensation
- Employee directors (including Simone) receive no director fees or equity grants for board service .
- Non-employee director retainers in 2024 were $160,000 for the Chairman ($80k cash + $80k RSUs) and $140,000 for other directors ($70k cash + $70k RSUs), with RSUs vesting half in May and half in November; adjustments applied for mid-year appointments and resignations .
Compensation Structure Analysis
- Pay-for-performance alignment: Annual bonuses tied to income before taxes and NPAs goals; zero payout for 2024 due to performance shortfall, demonstrating discipline .
- Long-term equity: RSUs are primary vehicle; minimum 1-year vesting for at least 95% of awards; repricing of options/SARs prohibited without shareholder approval .
- Retention incentives: Targeted cash/RSU retention awards in Oct 2024 for select executives to stabilize leadership; Simone did not receive retention RSUs .
- Peer benchmarking and consultant: Pearl Meyer served as independent compensation consultant; a 20-bank peer group was used (assets $5–$24B) for competitiveness .
Performance & Track Record Indicators
| Metric/Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| (Loss) Income Before Taxes ($000s) | $149,803 | ($200,064) | ($137,380) |
| Net (Loss) Income ($000s) | $110,512 | ($199,064) | ($92,407) |
| NPAs / Total Assets (%) | 0.13% | 0.15% | 0.37% |
| Tangible Book Value / Share ($) | $16.20 | $16.30 | $12.75 |
| Cumulative TSR (index = 100 at 12/31/2020) | 71.65 | 48.40 | 31.05 |
Related Party Transactions
- July 2024 capital raise: Simone’s affiliated trust invested $500,000 at the same terms as institutional investors (121,951 common shares at $4.10; 48 Series C NVCE warrants); FFWM states this acquisition is not viewed as compensatory .
- Registration rights agreement with investors closed July 8, 2024 (Fortress, Canyon, SVBP); Simone’s trust is party to the same registration rights .
Equity Plan & Vesting Mechanics
- Amended 2024 Plan authorized shares increased to 4,000,000; minimum 1-year vesting on at least 95% of awards; anti-repricing without stockholder approval; potential acceleration at CoC per administrator discretion or upon qualifying termination .
Compensation Peer Group (Benchmarking)
- 20-bank peer set used in 2024: Bank of Hawaii, Cathay General, Home Bancshares, Pacific Premier, Hope Bancorp, ServisFirst, Banner, CVB Financial, Seacoast, First Financial Bankshares, BancFirst, Veritex, Stellar Bancorp, National Bank Holdings, TriCo, Southside, Hanmi, Central Pacific Financial, Heritage Financial, Business First Bancshares .
Investment Implications
- Alignment and discipline: Zero 2024 bonus underscores pay-for-performance rigor; RSU-heavy long-term equity and a Rule 10D clawback and anti-hedging policy lower misalignment risk .
- Retention risk appears contained: Simone’s 3-year employment term (through 12/31/2026), severance protection, and board role support stability; absence of separate CC severance reduces parachute overhang .
- Ownership signal: Personal capital in the 2024 equity raise via affiliated trust may indicate commitment; no RSU overhang for Simone reduces near-term insider selling pressure .
- Governance structure: Separate Chair/CEO and majority independent board with executive sessions are positives; Simone’s dual role as President/director is mitigated by independent leadership and committee oversight .
- Performance turnaround needed: Elevated NPAs and negative earnings in 2023–2024, plus TBV/share compression and weak TSR, highlight execution risk; bonus metrics (income before taxes and NPAs) will be key trading catalysts .