Stuart Bernstein
About Stuart Bernstein
Executive Vice President and Chief Banking Officer of First Foundation Bank since August 11, 2025; age 54 at appointment. Education: University of Southern California (BA) and Pacific Coast Banking School at the University of Washington; career spans consumer and business banking, wealth management, investments, and residential lending across Santander, MUFG Union Bank, Bank of America/Countrywide, and Wells Fargo . Company performance context immediately preceding his tenure: FFWM reported 2024 net loss of $92.4M vs. 2023 net loss of $199.1M, noninterest expense/avg assets of 1.76% (2024), and tangible book value per share declining to $11.68 (2024) from $16.30 (2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Santander Bank (NA) | Head of Branch and Private Client | 2021–2023 | Led ~500 branches across 8 states; managed ~$40B deposits and ~$15B client assets; directed advisory, mortgage, and private client channels . |
| MUFG Union Bank | Head of Private Banking and Investment Sales | 2019–2020 | Led private bankers and financial advisors across western U.S. . |
| MUFG Union Bank | Various executive roles (Residential Lending; Branch and Private Banking) | Prior decade (years not disclosed) | Launched digital banking initiatives; managed portfolios exceeding $35B . |
| Bank of America / Countrywide Bank | Regional/National leadership roles | Not disclosed | Leadership roles across consumer banking and lending . |
| Wells Fargo Bank | Leadership roles | Not disclosed | Early career leadership positions . |
External Roles
- No related party transactions requiring disclosure under Item 404(a) reported at appointment; external public directorships not disclosed in the filing .
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary ($) | $450,000 annually . |
| Target/Maximum Annual Bonus (% of base) | Up to 100% of base salary at Bank’s sole discretion . |
| Bonus Payout Structure | 50% cash paid in the year following the performance year; 50% in RSUs under FFWM’s equity plan (RSUs may be subject to additional time and/or performance vesting at Board/Compensation Committee discretion) . |
| Benefits | Eligible for standard executive benefit programs . |
| Indemnification | Company to enter into standard director and officer indemnification agreement . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual goals set by Board/Compensation Committee | Not disclosed | Determined by Board/Comp Committee | Not disclosed | Max bonus up to 100% of base; 50% cash and 50% RSUs | RSUs subject to potential time/performance vesting; 95% of awards under plan have ≥1-year vesting; anti-repricing without shareholder approval; potential CoC acceleration per plan terms . |
Equity Ownership & Alignment
- Anti-hedging policy prohibits directors, named executive officers, and key executives from hedging, short sales, and certain speculative transactions (e.g., collars, swaps) in Company stock, supporting alignment with shareholders .
- Incentive Compensation Clawback Policy (Section 10D/NYSE compliant) allows recovery of erroneously awarded incentive compensation for the prior three completed fiscal years after a material accounting restatement; covers cash and equity incentives .
- Amended 2024 Equity Incentive Plan: 4,000,000 shares authorized; 95% of awards subject to ≥1-year vesting; no option/SAR repricing without shareholder approval; change-of-control provisions permit acceleration and vest at target under certain termination scenarios (double-trigger) .
- Employment Agreement clawback and offset: payments based on materially inaccurate/manipulated/fraudulent performance metrics can be forfeited/recouped; repayment may be offset against amounts due; subject to banking law compliance (12 U.S.C. §1828(k)) .
Employment Terms
| Term/Provision | Details |
|---|---|
| Role & Capacity | EVP and Chief Banking Officer; responsible for strategic direction, growth, and profitability of consumer, business, and private banking segments . |
| Start Date; Contract Term | Effective October 21, 2025 (agreement), with prior appointment August 11, 2025; initial term through December 31, 2027 . |
| Severance (Without Cause / Good Reason) | Lump sum equal to the lesser of (i) 12 months of base salary, or (ii) base salary for remainder of term if shorter; no severance for cause or upon term expiration . |
| Death Benefit | Beneficiaries receive 100% of base annual salary in effect immediately prior to death . |
| Non-Competition | During employment term, no engagement with a competing business within 40 miles of Company/affiliate offices in competitive activities (commercial banking; investment advisory) . |
| Non-Solicit (Employees) | 18 months post-employment: no solicitation/recruitment of employees/contractors of Employer/affiliates . |
| Non-Interference (Clients/Customers) | 18 months post-employment: no use of confidential information to solicit existing/prospective clients/customers or induce adverse modifications of relationships . |
| Confidentiality | Ongoing obligation to protect and not use/disclose confidential information; return of Company property at termination . |
| Banking Law Compliance | Payments conditioned on compliance with 12 U.S.C. §1828(k); payments may be barred by banking regulators; FDIA suspension provisions may suspend obligations . |
| Arbitration/Survival | Arbitration of disputes; survival of compensation upon termination, protective covenants, and miscellaneous provisions . |
Performance & Track Record
Company financial performance context over the prior three years:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| (Loss) Income before taxes ($000s) | $149,803 | $(200,064) | $(137,380) |
| Net (loss) income ($000s) | $110,512 | $(199,064) | $(92,407) |
| Diluted EPS ($) | $1.96 | $(3.53) | $(1.41) |
| NPAs / Total assets (%) | 0.13% | 0.15% | 0.37% |
| Loans incl. LHFS ($000s) | $10,726,193 | $10,177,802 | $9,227,212 |
| Deposits ($000s) | $10,362,612 | $10,688,932 | $9,870,279 |
| ROATCE (%) | 13.0% | 1.9% | (0.7)% |
| Tangible BVPS ($) | $16.20 | $16.30 | $12.75 |
Scale and accomplishments at prior employer (Santander NA):
| Metric | Value |
|---|---|
| Branch network led | ~500 branches across eight states . |
| Deposits overseen | ~$40 billion . |
| Client assets overseen | ~$15 billion . |
Investment Implications
- Pay-for-performance design with high at-risk bonus (up to 100% of salary) and equity-linked payout (50% RSUs) aligns incentives but lacks disclosed metric details, limiting external modeling of payout sensitivity; RSU vesting adds retention hooks .
- Severance is modest (≤12 months base, no bonus multiple) and excludes for-cause/term-expiration payouts, reducing parachute risk and potential overhang on merger economics .
- Strong restrictive covenants (18-month non-solicit and client non-interference; term-long non-compete) lower near-term attrition and client flight risk; enforcement framework and severability are clearly articulated .
- Dual clawback regime (plan-level Section 10D and employment-level banking law triggers) heightens recovery risk on incentive pay under restatements or regulatory actions—supportive of governance but a key consideration for realized comp trajectory in stressed scenarios .
- With an Agreement and Plan of Merger announced with FirstSun (Oct 27, 2025), plan-level change-of-control terms could accelerate unvested equity subject to termination conditions (double-trigger), affecting realized comp and retention calculus through close and integration .