Although risk oversight permeates many elements of the work of the full Board and its committees, the audit committee has direct and systematic responsibilityis responsible for overseeing any other significant risk management processes.

Committees of our Board of Directors

Our Board of Directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Board of Directors has adopted a written charter for each of those committees, and copies of those charters are available on the Investor Relations section of our website at: http://investor.ff-inc.com. In addition, from time to time, special committees may be established under the direction of our Board of Directors when necessary to address specific issues.

The Audit Committee. The Board of Directors has established a standing Audit Committee, the members of which are Mr. Fix, its chairman, and Messrs. Briggs and Larsen. The Board of Directors has determined that all of the members of the Audit Committee are independent within the meaning of the Listing Rules of the NASDAQ Stock Market and the enhanced independence requirements for audit committee members contained in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board of Directors also has determined that each of Messrs. Fix and Briggs meets the definition of “audit committee financial expert” adopted by the Securities and Exchange Commission (the “SEC”). The Audit Committee held nine meetings in 2015.

The Audit Committee’s responsibilities include:

The Compensation Committee. The Board of Directors has established a standing Compensation Committee, the members of which are Dr. Rosenberg, its chairman, and Messrs. Brakke and Larsen. The Board of Directors has determined that all of the members of the Compensation Committee are independent within the meaning of the NASDAQ rules applicable to such committees. The Compensation Committee held two meetings in 2015.

The Compensation Committee’s responsibilities include:

The Nominating and Corporate Governance Committee. The Board of Directors has established a standing Nominating and Corporate Governance Committee, the members of which are Dr. Rosenberg, its chairman, and Messrs. Briggs and Sonenshine. The Board of Directors has determined that all of the members of the Nominating and Corporate Governance committee are independent within the meaning of the NASDAQ rules applicable to such committees. The Nominating and Corporate Governance  Committee held one meeting in 2015.

The Nominating and Corporate Governance Committee’s responsibilities include:

Corporate Governance Principles and Policies

Our Directors believe that sound governance policies and practices provide an important framework to assist them in fulfilling their duties to the Company’s stockholders. Our Board of Directors has adopted the following governance guidelines, which include a number of policies and practices under which our Board has operated for some time, together with concepts suggested by various authorities in corporate governance and the requirements under applicable NASDAQ rules. Our Board members believe these policies and practices are essential to the performance of the Board’s oversight responsibilities and to the maintenance of the Company’s integrity in the marketplace.

Some of the principal subjects covered by those guidelines include:

Codes of Business and Ethical Conduct. We have adopted a Code of Business and Ethical Conduct for our officers and employees and a Code of Conduct which contains specific ethical policies and principles that apply to our Chief Executive Officer, Chief Financial Officer, FFB Chief Operating Officer and other key accounting and financial personnel. A copy of our Code of Business and Ethical Conduct is accessible at the Investor Relations section of our website at www.ff-inc.com. We intend to disclose, at that same location on our website, any amendments to that Code and any waivers of the requirements of the Code of Conduct that may be granted to our Chief Executive Officer or Chief Financial Officer.

Incentive Compensation Clawback Policy. Our Board of Directors has adopted an Incentive Compensation Clawback Policy. Under that Policy, if any of our executive officers receive incentive compensation as a result of our achievement of financial results measured on the basis of financial statements that are required to be restated, we will become entitled to recoup from those executive officers the amount by which the incentive compensation they had received based on those financial statements exceeds the incentive compensation they would have received had such incentive compensation been determined on the basis of the restated financial statements (“excess compensation”). The Policy further provides that, if the excess compensation was paid or received in shares of common stock and the officer had sold those shares within a year of the public disclosure of the financial statements that were the subject of the accounting restatement, we will be entitled to recoup the net profits realized by the officer from the sale of those shares.

Related Party Transaction Policy. Our Board of Directors has adopted a Related Party Transaction Policy, which provides that, subject to certain limited exceptions, the Company will not enter into or consummate a related party transaction that is determined by the Audit Committee to be materially less favorable from a financial standpoint to the Company than similar transactions between the Company and unaffiliated third parties.

Board Leadership Structure

. The Chairman of our Board of Directors is Rick Keller, who is a member of senior management.management, and our Chief Executive Officer is Scott Kavanaugh. The Board of Directors has decided to separate the positions of Chairman and Chief Executive Officer because the boardBoard of Directors believes that doing so provides the appropriate leadership structure for us at this time, particularly since the separation of those two positions enables our Chief Executive Officer to focus on our day-to-daythe management of our business and the development and implementation of strategic initiatives, while the Chairman leads the board of directors in the performance of its responsibilities.

Committees of our Board of Directors

Our Board of Directors has three standing committees: an audit committee, a compensation committee, and a nominating and governance committee. The Board has adopted a written charter for each of those committees, and copies of those charters are available in the investor relations section of our website at http://investor.ff-inc.com. In addition, from time to time, special committees may be established under the direction of our Board of Directors when necessary to address specific issues.

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The Audit Committee. The Board has established a standing audit committee the members of which are Mr. Fix, its chairman and Messrs. Briggs and Larsen. The Board of Directors has determined that all of the members of the audit committee are independent within the meaning of the enhanced independence requirements for audit committee members contained in Rule 10A-3 under the Securities Exchange Act of 1934 (or the Exchange Act). Our Board of Directors also has determined that Messrs. Fix and Briggs meet the definition of “audit committee financial expert” adopted by the SEC. The audit committee held four meetings in 2013. The audit committee’s responsibilities include:

The Compensation Committee. The Board has established a standing compensation committee the members of which are Dr. Rosenberg, the committee chairman, and Messrs. Brakke and Larsen. The Board of Directors has determined that all of the members of the compensation committee are independent within the meaning of the rules, adopted by NASDAQ in December 2013, applicable to such committees. The compensation committee held one meeting in 2013. The compensation committee’s responsibilities include:

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The Nominating and Governance Committee. The Board of Directors established a standing nominating and governance committee in March 2014. The members of that committee are Dr. Rosenberg, its chairman, and Messrs. Briggs and Mr. Sonenshine. The Board of Directors has determined that all of the members of the nominating and governance committee are independent within the meaning of that term set forth in the Listing Rules of the NASDAQ Stock Market applicable to such committees. The nominating and governance committee has held one meeting so far in 2014. The nominating and governance committee’s responsibilities include:

Corporate Governance Principles and Guidelines

We are committed to having sound corporate governance principles, which our Board members believe are essential to the performance of the Board’s oversight responsibilities and to the maintenance of the Company’s integrity in the marketplace. We have adopted a Code of Business and Ethical Conduct relating to the conduct of our business by all of our employees, officers and directors, as well as a Code of Business and Ethical Conduct for Chief Executive Officer and Other Senior Financial Officers, both of which are posted on our website. We expect that any amendments to the Code of Business and Ethical Conduct or the Code of Business and Ethical Conduct for Chief Executive Officer and Other Senior Financial Officers, or any waivers of the requirements of either, will be disclosed on our website.

Director Qualifications

We believe that our directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience at the policy-making level in business, government or banking. They should be committed to enhancing shareholder value and must represent the interests of all shareholders as opposed to any particular constituency within our shareholders. Directors also should have sufficient time to carry out their duties and to provide insight and practical wisdom, based on their experience, to management. Therefore, their service on boards of other companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all their duties as directors of the Company. When considering potential director candidates, the Board’s nominating and governance committee also considers the candidate’s character, judgment, diversity, age, skills, including financial literacy, and experience in the context of our needs and those of the Board of Directors.

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The nominating and governance committee recommends to the Board for selection as Board nominees persons who the members of that committee believe are best qualified to serve on the Board. That committee will consider director candidates recommended by shareholders, other members of the Board, officers and employees of the Company and other sources that the committee deems appropriate. The nominating and governance committee charter directs the committee to evaluate the candidates based upon the totality of the merits of each candidate and not based upon minimum qualifications or attributes. In considering individual director candidates, the committee takes into account the qualifications of other Board members to ensure that a broad variety of skill sets and experience beneficial to the Company and its businesses are represented on the Board of Directors. The nominating and governance committee evaluates all director candidates in the same manner regardless of the source of the recommendation. Some of the criteria used by the committee to evaluate the candidates, including those selected for nomination at the 2014 Annual Meeting, include:

Director Independence and Diversity

SEC rules impose several requirements with respect to the independence of our directors.. Our Board of Directors has evaluated the independence of its members based upon those rules and on the definition of independence standards adopted byfor purpose of Board membership and membership on the Board’s standing committees that are applicable to the Company because its shares are listed on the NASDAQ Stock Market which, among other things, requireMarket. Based on that a board be comprised of at least a majority of independent directors. Ourevaluation, our Board of Directors has affirmatively determinedconcluded that 6(i) six members of our 10 directorsthe Board are independent withinindependent: Messrs. Brakke, Briggs, Fix, Larsen, Rosenberg and Sonenshine, and (ii) all of the meaningmembers of those rulesthe Audit Committee, Compensation Committee and standards.

Corporate Governance and Nominating Committee are independent. The Board of Directors believes that differences in experience, knowledge, skills and viewpoints enhance the Board of Directors’ performance. Accordingly, the nominatingNominating and governance committeeCorporate Governance Committee considers such diversity in selecting, evaluating and recommending proposed Board nominees. However, the Board of Directors has not implemented a formal policy with respect to the consideration of diversity for the composition of the Board of Directors.

Director Responsibilities. Directors are expected to act in the best interests of all stockholders; develop and maintain a sound understanding of our business and the industry in which we operate; prepare for and attend Board and Board committee meetings; and provide active, objective and constructive participation at those meetings.

Director Access to Management. Directors will have access to members of management and members of management will provide Board presentations and reports regarding the functional areas of our business for which they are responsible.

Adequate Funding for the Board and its Committees. The Company will provide the funding necessary to enable the Board of Directors and each of its committees to retain independent advisors as the Board of Directors, or such committees acting independently of the full Board of Directors, deem to be necessary or appropriate.

Executive Sessions without Management. The independent directors of the Board will hold separate sessions, outside the presence of management, to consider and evaluate the performance of the Company and its management and such other matters as they deem appropriate. In addition, the Audit Committee shall meet separately with the Company’s outside auditors.

Communications with the Board of Directors

Shareholders. Stockholders and other interested persons may communicate with the full Board of Directors, any Board committee, the independent directors as a group or any individual member of the Board in writing by mail addressed to the Corporate Secretary, First Foundation Inc. 18101 Von Karman Avenue, Suite 700, Irvine CA, 92612. All communications will be forwarded to the Board of Directors, the particular committee of the Board or the specified directors or individual director, as appropriate. The Company screens all regular mail for security purposes.

Selection and Nomination of Candidates for Election to the Board of Directors

In identifying candidatesWe believe that our directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad experience at the policy-making level in business, banking or government or established academic credentials and achievements in fields relevant to our businesses. They should be committed to enhancing stockholder value and must represent the interests of all stockholders as opposed to any particular constituency within our stockholders. Directors also should have sufficient time to carry out their duties and to provide insight and practical wisdom, based on their experience, to management. Therefore, their service on boards of other companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly their duties as directors of the Company.

The Nominating and Corporate Governance Committee recommends to the Board for membershipselection as Board nominees persons who the members of that committee believe are best qualified to serve on the Board the nominating and governance committee will seek recommendations from existing Board members and executive officers. In addition, thatof Directors. That committee will consider anydirector candidates that may be recommended by anystockholders, other members of the Company’s shareholders who make those recommendations in accordance withBoard of Directors, officers and employees of the procedures described below. TheCompany and other sources that the committee deems appropriate. Under its charter, the committee also has the authority to

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engage an executive search firm and other advisors as it deems appropriate to assist it in identifying qualified Board candidates. In assessingThe Nominating and selecting new candidates for Board membership,Corporate Governance Committee charter directs the committee will consider such factors, among others, asto evaluate the candidate’s independencecandidates based upon the totality of their merits and freedom from conflictsnot based upon minimum qualifications or attributes. In considering individual director candidates, the committee takes into account the qualifications and business experience of interest;the other members of the Board to ensure that a broad variety of skill sets and experience knowledge, skillsbeneficial to the Company and expertise, as demonstrated by past employment;its businesses are represented on the Board of Directors. The Nominating and board experience andCorporate Governance Committee evaluates all director candidates in the candidate’s reputation for integrity.same manner regardless of the source of the recommendation. The committee will interview and, when deemed appropriate, will conduct background inquiries about, Board candidates. Some of candidatesthe criteria used by the committee members believe are qualified to serve as directorsevaluate the candidates, including those selected for nomination at the 2016 Annual Meeting, include:

Stockholder Recommendation of Board Candidates. Any shareholderstockholder desiring to submit a recommendation for consideration by the nominating and governance committee of a candidate for election to the Board who the shareholder believes is qualified to serve as a member of the Board may do so by submitting that recommendation in writing to the Board not later 120 days prior to the first anniversary of the date on which the proxy materials for the prior year’s annual meeting were first sent to shareholders.stockholders. However, if the date of an annual meeting has been changed by more than 30 days from the anniversary date of the prior year’s annual meeting, the recommendation must be received within a reasonable time before the Company begins to print and mail its proxy materials for that annual meeting. In addition, the recommendation should be accompanied by the following information: (i) the name and address of the nominating shareholderstockholder and the person that the nominating shareholderstockholder is recommending for consideration as a candidate for Board membership; (ii) the number of shares of voting stock of the Company that are owned by the nominating shareholder,stockholder, his or her recommended candidate and any other shareholdersstockholders known by the nominating shareholderstockholder to be supporting the nomination of that candidate; (iii) a description of any arrangements or understandings that relate to the election of directors of the Company, between the nominating shareholder,stockholder, or any person that (directly or indirectly through one or more intermediaries) controls, or is controlled by, or is under common control with, such shareholder,stockholder, on the one hand, and the person that the nominating shareholderstockholder is recommending for election to the Board or any other person or persons (naming each such person), on the other hand; (iv) such other information regarding the recommended candidate as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC; and (v) the written consent of the recommended candidate to be named as a nominee and,

if nominated and elected, to serve as a director. The Board and the nominating and governance committee make no distinction between whether a candidate is recommended by a shareholderstockholder or by management and the Board and the nominating and governance committee apply the same process and criteria in evaluating a candidate recommended by a shareholderstockholder as it would for a candidate recommended by management.

ShareholderStockholder Nominations. Our Bylaws provide that any shareholder alsorecord stockholder may nominate, at any annual meeting of shareholders,stockholders, one or more candidates for election to the Board of Directors, by giving the Company written notice (addressed to the Secretary of the Company at the Company’s principal offices) of such shareholder’sstockholder’s intention to do so not laterless than 90 days nor more than 120 days prior to the first anniversary of the date on which the Company’s proxy materialsstatement for the prior year’s annual meeting werewas first sentreleased to shareholders. Forstockholders, provided however, that in the 2015event that no annual meeting of shareholders, the deadline is March 3, 2015, which is 120 days before the first anniversary of the release of the Company’s proxy materials for the 2014 Annual Meeting. If, however,was held in that prior year or the date of the annual meeting has been changed by more than 30 calendar days from the first anniversary ofdate contemplated at the datetime of the prior year’s meeting, then suchproxy statement, to be timely, the stockholder notice must have beenbe received not later thanby the close of business on the tenthlater of (i) the 90th day prior to such annual meeting, or (ii) the 10th day following the daydate on which a public announcement of the date of such annual meeting is made.first mailed or is first publicly announces. Such notice must be accompanied by the samestatements and other information described in the immediately preceding paragraph, regarding each such candidate to be nominated for election toCompany’s Bylaws, including the Board and the nominating shareholder and the written consent of such candidate to be named as a nominee and, if nominated and elected, to serve as a director. Youfollowing items:

Stockholders are advised to carefully review our Bylaws, which contain a description of the information required to be submitted, as well as the advance notice and other requirements that apply to nominations by shareholdersstockholders of candidates for election to the Board. Any shareholderstockholder nomination at any annual meeting that does not comply with these Bylaw requirements will be ineffective and disregarded. The deadline for shareholder nominations for this year’s Annual Meeting is July 11, 2014.

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Codes of Business and Ethical Conduct

We have adopted a Code of Business and Ethical Conduct for our officers and employees and a Code of Conduct which contains specific ethical policies and principles that apply to our Chief Executive Officer, Chief Financial Officer, FFB Chief Operating Officer and other key accounting and financial personnel. A copy of our Code of Business and Ethical Conduct is accessible at the Investor Relations section of our website athttp://ff-inc.com. We intend to disclose, at that same location on our website, any amendments to and any waivers of the requirements of the Code of Business and Ethical Conduct that may be granted to our Chief Executive Officer or Chief Financial Officer.

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Exchange Act requires each ofand the related rules and regulations, our directors and executive officers and any person who may ownbeneficial owners of more than 10% of any registered class of our common stock (a “10% Shareholder”),equity securities, are required to file reports with the SEC containing information regarding such person’sof their ownership, and any changes in the ownership, of our shares of common stock and of options, warrants or any other rights to purchase shares of our common stock. Our directors and executive officers and any 10% Shareholder are required by SEC regulations to furnish us with copies of all forms that each has filed with the SEC pursuant to Section 16(a) of the Exchange Act.

Based To our knowledge, based solely on a review of the copies of suchSection 16(a) reports furnished to us and on written representations from such reporting persons, during 2013, to our knowledge2015, all of our executive officers and directors and any 10% Shareholdersthose persons complied with allthe Section 16(a) filing requirements, applicablewith the exception of the following reports:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

(Proposal No. 2)

The Audit Committee of our Board of Directors has selected Vavrinek, Trine, Day & Co., LLP (“Vavrinek”) as our independent registered public accounting firm for our fiscal year ending December 31, 2016. Vavrinek audited our consolidated financial statements for the fiscal year ended December 31, 2015 and the effectiveness of our internal control over financial reporting at December 31, 2015. A representative of Vavrinek is expected to themattend the Annual Meeting and will be afforded an opportunity to make a statement and to respond to appropriate questions from stockholders in 2013.attendance at the Annual Meeting.

Audit and Other Fees Paid in Fiscal Year 2015 and 2014

Aggregate fees for professional services rendered to the Company by Vavrinek were as follows for the years ended December 31:

16Audit Services. In each of the years ended December 31, 2015 and 2014, Vavrinek rendered audit services which consisted of the audit of the Company’s consolidated financial statements for the years then ended.

Tax Services. Vavrinek did not render any tax services to us during 2015 or 2014.

Other Services. Other than comfort letter opinions related to the Company’s public offerings, Vavrinek did not render any other professional or any consulting services to us during 2015 or 2014.

Audit and Non-Audit Services Pre-Approval Policy

The Audit Committee’s Charter provides that the Audit Committee must pre-approve services to be performed by the Company’s independent registered public accounting firm. In accordance with that requirement, the Audit Committee pre-approved the engagement of Vavrinek pursuant to which it provided the services described above for the fiscal years ended December 31, 2015 and 2014.

Proposal to Ratify the Appointment of our Independent Registered Public Accountants

A proposal will be presented at the Annual Meeting to ratify the Audit Committee’s appointment of Vavrinek as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. Although ratification by the stockholders is not a prerequisite to the power and authority of the Audit Committee to appoint Vavrinek as the Company’s independent registered public accountants, the Audit Committee considers such ratification to be desirable. In the event of a negative vote on such ratification, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal 2016 if the Audit Committee deems such a change to be in the best interests of the Company and its stockholders.

Vote Required and Board Recommendation

Approval of this Proposal requires the affirmative vote of the majority of the shares present and voted on this Proposal at the Annual Meeting.

The Board of Directors Unanimously Recommends that you Vote “ FOR ” Ratification of the Appointment of

Vavrinek, Trine, Day & Co., LLP as our Independent Registered Public Accounting Firm for Fiscal 2016

COMPENSATION OF EXECUTIVE OFFICERS

Compensation Philosophy and Objectives

We believe that the success of our business and the creation of long term shareholderstockholder value depend to a large extent on our ability to retain and to attract superior management employees. Therefore, the Compensation Committee’s primary objective,Committee of our Board of Directors (the “compensation committee”) endeavors to ensure that the compensation of our executive officers is competitive and consistent with market conditions in order to enable us to attract and retain key executives critical to the Company’s long-term success and the achievement of sustained increases in stock value. Therefore, when settingreviewing and approving both the types and amounts of compensation to be paid to our named executive officers, or NEOs, as well as other key management employees, the committee seeks to achieve the following objectives:

It also is the Company’s policy (i) to submit all stock incentive plans pursuant to which options and other equity based compensation awards are granted for approval by our shareholders, (ii) to place limits on the number of shares for which options or restricted shares may be granted under those plans and (iii) generally to provide for stock based compensation awards to become exercisable (i.e., vest) in annual installments over multi-year periods as a means of creating incentives for our officersNEOs and other key management employees to focusexecute on achievingimmediate goals while remaining conscious of our longer term corporatestrategic objectives and to remain in our employ.goals.

The allocation of the individual components of executive compensation is based on a number of factors, including competitive market conditions and the positions within our organization held by our NEOs and other key management employees, which determines their ability to influence our financial performance. Generally, the percentage of compensation at risk, either in the form of bonus or equity compensation, is higher for talentedour NEOs than for other management employees, because the performance of our NEOs has a greater impact on whether or not we achieve our financial goals and experienced individuals is competitive nationally,strategic objectives. In 2015, the compensation committee decided that for the CEO and particularlyCFO, 25% of the at-risk compensation should be awarded in Southern California, wherestock and restricted stock units while the Company is headquartered. While we consider peer groups,at-risk compensation for each of our other NEOs should be comprised entirely of performance-contingent cash incentives. For 2014, the compensation committee decided that at-risk compensation for each of our NEOs should be comprised entirely of performance-contingent cash incentives and, therefore, no single factor is determinativeequity incentives were granted to any of our NEOs in setting2014.

The compensation structure or allocating among elementscommittee performs annual reviews of compensation.our executive compensation programs to evaluate their competitiveness and their consistency with our overall management compensation philosophy and objectives. To ensure that we are appropriately compensating our named executive officersNEOs and other key management employees and that we have appropriate human resources to execute on our business plans, the members of our compensation committee review information that is available to them and use their judgment in making compensation decisions. TheWhile we consider the compensation committee performs reviewspaid by other comparable or similar companies (“peer groups”) to their senior executives, no single factor is determinative in setting compensation structure or allocating among elements of our executive compensation programs to evaluate their competitiveness and their consistency with our overall management compensation philosophy and objectives.compensation.

In addition, the compensation committee reviews the Company’s executive and employee compensation practices to assess whether or not they create improper incentives that would result in material risks to the Company. Based on this review and analysis, the compensation committee has determined that none of the Company’s compensation practices for its named executive officersNEOs or other employees is reasonably likely to have a material adverse effect on the Company.

Components of Executive Compensation

We generally provide three major categories of executive compensation: (i) base salary; (ii) annual cash bonus or cash incentive compensation; and (iii) equity incentive compensation in the form of stock option or restricted stock grants. We believe that the combination of these three components enables us to retain existing and attract new management employees in the competitive local and national markets and to balance the motivation of our named executive officers and other key management employees to execute on immediate goals while remaining conscious of our longer term strategic objectives and goals.

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The allocation of the individual components of executive compensation is based on a number of factors, including competitive market conditions and the positions within our organization held by our named executive officers and other key management employees, which determines their ability to influence our financial performance. Generally, the percentage of compensation at risk, either in the form of bonus or equity compensation, is higher for our named executive officers than for other management employees, because the performance of our named executive officers has a greater impact on whether or not we achieve our strategic objectives and longer term goals.

Compensation Committee Interlocks and Insider Participation

In 2013, the membership of the compensation committee was reconstituted to include only directors who met the compensation committee independence standards adopted by the NASDAQ Stock Market in December 2013. As of the date of this proxy statement, noneNone of the members of our compensation committee are,Compensation Committee have been an officer or in the future will be, officers or employeesemployee of the Company or any of our subsidiaries. In addition, none of our executive officers serves or has served as a member of the boardBoard of directorsDirectors or compensation committeeCompensation Committee (or other boardBoard committee performing equivalent functions) of any entity that has one or more executive officers serving as one of our directors or as one of the members of our compensation committee.

Named Executive Officers

Our “named executive officers” include our principal executive officer and our two other most highly compensated executive officers. For 2013, our named executive officers were:

Compensation Committee.

Summary Compensation Table

The following table sets forth, for our named executive officers, or NEOs, the compensation earned in the years ended December 31:

18In addition to the compensation set forth in the table above, each NEO receives group health and life insurance benefits. Incidental job related benefits, including employer contributions under the Company’s 401k plan, totaled less than $10,000 for each of the named executive officers in 2015 and 2014.

StockAnnual Base Salaries

There were no changes in base salary for Messrs. Keller, Kavanaugh, Hakopian and Option GrantsMichel in 2015.

Mr. Kavanaugh’s annual salary in 2014 was increased by $100,000 to Executive Officers$556,000, from $456,000 in 2013. Factors considered by the compensation committee in setting Mr. Kavanaugh’s 2014 salary included the salaries being paid to CEOs by comparable companies in our market areas, the substantial growth and increased complexity of the Company’s operations over the prior two years, the management of that growth which enabled the Company to achieve increases in the Company’s earnings in 2014 and 2013 and the importance, in the view of the committee, to the Company’s future success of retaining Mr. Kavanaugh as the Company’s CEO.

NoThe annual salaries of Messrs. Keller and Hakopian in 2014 were increased by $50,000 and $60,000, respectively, as compared to their respective salaries in 2013. Factors considered by the compensation committee in setting their respective 2014 salaries included the salaries being paid to executive officers by comparable companies in our market areas, the growth of and improved operating results achieved by First Foundation Advisors, our asset management and wealth planning subsidiary, and their experience and track record of success in providing asset management advisory services which has enabled FFA not only to retain its long-time clients, but to attract and add a substantial numbers of new clients.

Incentive Compensation

Fiscal 2015 Performance Based Cash Incentive Plan. The compensation committee adopted an annual incentive plan for 2015, to provide our NEOs and other key management employees with the opportunity to earn cash incentive awards based on the Company’s financial performance for the year, measured by the Company’s pretax income before incentive compensation expense (“Adjusted Pretax Income”). The primary purposes of this cash bonus plan were to (i) provide meaningful incentives to our executive officers and other key management employees to focus on and devote their utmost efforts to the achievement of pre-determined corporate financial goals, and for making significant contributions to the Company’s achievement of annual financial goals, (ii) to reward them for the Company’s achievement of those goals, (iii) to make the a substantial portion of the each NEO’s total potential bonus compensation in 2015 contingent on the Company’s financial performance and, thereby, promote the interests of the Company and its stockholders. The Adjusted Pretax Income Goals established for each of our NEOs for 2015 was $18.0 million.

Equity Incentive Compensation. One of the primary purposes of grants to NEOs of equity incentive awards, such as stock options or other equity incentives wereand restricted stock units, is to more closely align their financial interests with those of our stockholders, because such grants reward NEOs for performance that results in increases in the price of our common stock. The compensation committee granted to any25% of Messrs. Kavanaugh and Michel’s bonus award in 2015 in the form of RSUs, one-third of which vested immediately at grant date and one-third vests incrementally on each of the Named Executive Officersfirst and second anniversaries of the grant date subject to continued employment. The compensation decided not require any portion of the bonus award for Messrs. Keller and Hakopian to be in 2013:

the form of an equity incentive award due to these individuals’ substantial investment in the common stock of the Company. See “ Fiscal Year-End Option Information

The following table sets forth information regarding options that have been granted to the Named Executive Officers and that were outstanding as of December 31, 2013:

Although the Company’s equity incentive plans also permit restricted shares and SARs to be granted to the Company’s officers and other participants in those plans, the only equity awards that have been granted to the Named Executive Officers have been options. ” below.

Employment Agreements

Each of our named executive officers is employed under an employment agreement for a term ending on December 31, 2018. The employment agreements with each named executive officer are substantially the same.  

Mr. Kavanaugh originally entered into an employment agreement with FFI and FFB on September 17, 2007 and this agreement was subsequently amended on December 31, 2009, December 28, 2012, August 31, 2013, and January 26, 2016. Mr. Keller and Mr. Hakopian originally entered into an employment agreements with FFA on September 17, 2007 and these agreements were subsequently amended on December 31, 2009, December 31, 2012, August 31, 2013, and January 26, 2016. Mr. Michel originally entered into an employment agreement with FFI, FFB and FFA on September 17, 2007 and this agreement was subsequently amended on December 31, 2009, December 28, 2012, August 31, 2013, and January 26, 2016.Mr. DePillo entered into an employment agreement with FFB on May 11, 2015.

Set forth below are summaries of the material terms of those employment agreements. These summaries are not intended to be complete and are qualified in their entirety by reference to the employment agreements themselves.

Material Terms of the Employment Agreements

Salaries. Each The employment agreement providesagreements currently provide for the payment of a base annual salarysalaries as follows: Mr. Keller: $500,000; Mr. Kavanaugh: $550,000; Mr. Hakopian: $425,000, Mr. DePillo: $257,700 and Mr. Hakopian: $425,000.Michel: $310,000. Those salaries are subject to review and may be increased, but not reduced, by the Board of Directors in its discretion.

Participation in Incentive Compensation and Employee Benefit Plans. Each of the employment agreements provides that the named executive officer will be entitled to participate in any management bonus or incentive compensation plans adopted by the Board or its Compensation Committee and in any qualified or any other

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retirement plans, stock option or equity incentive plans, life, medical and disability insurance plans and other benefit plans which FFI and its subsidiaries may have in effect, from time to time, for all or most of its senior executives. Mr. DePillo’s agreement provides that he will have an annual target bonus of 75% of his then current base annual salary.

Termination and Severance Provisions. Each employment agreement provides that the named executive officer’s employment may be terminated by the Company with or without cause or due to his death or disability or by the named executive officer with or without good reason. In the event of a termination of the named executive officer’s employment by the Company without cause or by the named executive officer for good reason, the Company will become obligated to pay severance compensation to the named executive officer in an amount equal to 12 months of his annual base salary or the aggregate annual base salary that would have been paid to the named executive officer for the remainder of the term of his employment agreement if such remaining term is shorter than 12 months (the “Termination Benefits Period”). In addition, during the Termination Benefits Period or until the named executive officer obtains employment with another employer that offers comparable health insurance benefits, whichever period is shorter, the Company will be obligated to continue to provide any group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), subject to payment of premiums by the named executive officer at the active employee’s rate then in effect. The severance benefits will be reduced by severance benefits received under other severance or similar plans.  Payments of the foregoing severance benefits amounts will be paid over the Termination Benefits Period in pro rata installments in accordance with our payroll practices.

The foregoing severance benefits are subject to the named executive officer executing an agreement that releases us and our affiliates from all legal claims.  The named executive officer is also required to abide by customary confidentiality provisions and for eighteen months after his termination, the named executive officer may not solicit our employees or use trade secrets or confidential information to solicit current

or prospective customers or to encourage customers, suppliers, vendors or service providers to terminate or modify their business relationship with us.

If the named executive officer’s employment is terminated due to his death then his estate shall receive a lump sum payment equal to his then annual base salary with payment occurring as soon as practicable after his death.  If, during his employment, a named executive officer experiences a disability such that he cannot perform his essential job functions then we can only terminate his employment after the expiration of the lesser of six months or the remaining term in the employment agreement.  During such period of time, the named executive officer shall continue to receive his annual base salary less any disability or sick pay that he is receiving along with continued participation in our employee benefits plans.

Cause/Good Reason Definitions. The employment agreements contain the following definitions with respect to determining whether/when a named executive officer is eligible for severance benefits.

“Cause” generally means the occurrence of any of the following by the named executive officer:

(ii)      violation of laws or government regulations which could subject us or our affiliates to disciplinary or enforcement action by a governmental agency, or which could adversely affect our or our affiliates’ reputation or goodwill;

(iii)     acts which would constitute  a felony or any misdemeanor involving moral turpitude, deceit, dishonesty or fraud;

(iv)     failure to perform a substantial portion of the duties and responsibilities assigned or delegated to the named executive officer under this Agreement,

(v)      breach of the material obligations under the employment agreement;

(vi)       violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy or a breach of his fiduciary duties;

(vii)       the issuance of an order or directive by any government agency which requires the named executive officer to disassociate himself from us or an affiliates or which suspends his employment or requires him to terminate his employment;  or

(viii)      for Mr. Keller and Mr. Hakopian, the suspension or loss of, or a failure to maintain in full force and effect, any professional license or certification needed by the named executive officer which is needed to enable him to perform his responsibilities or duties; or

“Good Reason” generally means the occurrence of any of the following actions taken by us with respect to the named executive officer and without his consent:

The following conditions must be satisfied in order for the named executive officer to terminate his employment for Good Reason: (1) the named executive officer shall have given us a written notice of termination for Good Reason (a “Good Reason Termination Notice”) prior to the expiration of a period of fifteen (15) consecutive calendar days commencing on the date that the named executive officer is first notified in writing that we have taken a Good Reason action, (2) we have failed to rescind or cure the Good Reason action within thirty (30) consecutive calendar days following our receipt of the Good Reason Termination Notice, and (3) the Good Reason Termination Notice must expressly state that the named executive officer is terminating his employment for Good Reason and must describe in reasonable detail the Good Reason action that entitles him to terminate his employment for Good Reason.

Change of Control Agreements

The Company has entered into Change of Control Severance Agreements with each of its named executive officers. officers (the “CC Agreements”).  Messrs. Kavanaugh, Keller, Hakopian and Michel each entered into their respective CC Agreements on September 17, 2007 and Mr. DePillo entered into his CC Agreement on May 11, 2015.  

The CC Agreements with each named executive officer are substantially the same and can be terminated by the Company upon three years advance written notice to the named executive officer. A CC Agreement will also terminate (without payment of severance benefits) in the event the named executive officer’s employment is terminated by the Company for Cause (as defined in the named executive officer’s employment agreement) or due to his death or disability or retirement, or by the named executive officer without Good Reason.

Each of those agreementsthe CC Agreements provides that if the Company undergoes a Change of Control (as defined in such Agreements) while the named executive officer is still in the employ of the Company or one of its subsidiaries and, within the succeeding 12 months, the named executive officer terminates his employment due to the occurrence of any one of foura “Good Reason Events”Event” then the named executive officer will become entitledeligible to receive the following severance compensation: (a) two times the sum of (i) his annual base salary as then in effect and (ii) the maximum bonus compensation that the named executive officer could have earned under any bonus or incentive compensation plan in which he was then participating, if any; (b) acceleration of the vesting of any then unvested stock options or restricted stock held by the named executive officer, and (c) continuation of health insurance benefits for a period that is the shorter of two years or until the named executive officer obtains employment with another employer that offers comparable health insurance benefits. However, each Change of Control Agreement provides that the severance compensation to which any named executive officer would otherwise receive under his agreement may not, in the aggregate, equal or exceed the amount which would result in the imposition of an excise tax pursuant to Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). Each of these Change of Control Agreements also provides that the payment(in lieu of severance compensation to a named executive officer under such agreement willbenefits that could be in lieu of any severance compensation that the named executive officer would otherwise have been entitled to receive under his employment agreement. Each Agreement also provides that the payment of severance compensation must comply with the applicable requirements of Section 409A of the Code.

The Good Reason Events consist of the following: (i) a reduction or adverse change of the named executive officer’s authority; (ii) a material reduction in the named executive officer’s salary; (iii) a relocation of the named executive officer’s principal place of employment of more than 30 miles; or (iv) a material breach by the Company of its obligationsprovided under the named executive officer’s employment agreement. However, each agreement):

The foregoing severance benefits are conditioned upon the named executive officer executing documentation that releases us and our affiliates from all legal claims.  Payment of the cash amount under clause (i) above shall be paid on the first business day after the end of the sixth calendar month after the named executive officer’s termination of employment if the Company is subject to the reporting requirements of the Securities Exchange Act of 1934 on the date of the named executive officer’s termination of employment.  In all other cases, the payment will be due on the fifth business day after the named executive officer’s termination of employment.  The severance benefits will be reduced to avoid the imposition of excise taxes under Internal Revenue Code Sections 280G and 4999 if the named executive officer would be better off an after-tax basis.

Change of Control Agreement provides that in order forControl/Good Reason Definitions. The CC Agreements contain the following definitions with respect to determining whether/when a named executive officer is eligible for severance benefits under the CC Agreements.

“Change of Control” generally means the occurrence of any of the following subject to become entitledcertain exceptions:

“Good Reason” generally means the occurrence of any of the following actions taken by us with respect to receivethe named executive officer and without his severance compensation, he must give the Company written notice of his electionconsent:

In order to terminateresign his employment for Good Reason under the CC Agreement, the named executive officer must provide the Company with written notice of termination for Good Reason within 1545 days of the date he is notified of the occurrence of the applicable Good Reason Event. Ifevent.

Other Compensation Matters

Perquisites and Benefits. The personal benefits provided to our NEOs are designed to establish a competitive benefits structure necessary to attract and retain key management employees. Except for supplemental life insurance benefits, the named executive officer failsannual premiums for which are less than $400 per year for each NEO, these personal benefits are the same as those provided to provide such a notice within that 15-day period or if the Company rescinds the action taken that constituted the Good Reason Event following receipt of that notice, the named executive officer will not become entitled and the Company will not be obligated to pay any severance compensation by reason of the occurrence of the Good Reason Event.

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A Change of Control Agreement will terminate in the event the named executive officer’s employment is terminated by the Company for cause or due to his death or disability, or by the named executive officer without Good Reason, irrespective of whether such termination occurs prior to or after the consummation of a Change of Control of the Company.

Director Compensation

Only non-employee directors are entitled to receive compensation for service on the Board and its Committees. The following table sets forth the compensation received by eachall of our non-employee directorsfull time employees generally. Personal benefits also include Company contributions to the Company’s 401k retirement savings plan, even though participation in that plan is available to all full time employees.

Nonqualified Deferred Compensation Plans. We have not established any nonqualified deferred compensation plans or programs for their service, during 2013, as membersour NEOs or any other of our Board of Directors and its committees and as members of the Board of Directors of FFB:employees.

Fiscal Year-End Option Information

Outstanding Equity Awards.

Our non-employee directors also are eligible to receive stock options and restricted stock grants under the Equity Plans (as defined in the section entitled “Executive Compensation—Equity Incentive Plans”). No stock options or shares of restricted stock were granted to non-employee directors in 2013. Stock options and shares of restricted stock granted to our non-employee directors generally vest over three years at the rate of 33  ¹⁄₃% of the options or of the restricted shares as of each anniversary of the date of grant, provided that the director is still in the service of the Company or any of its subsidiaries on the vesting date.

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The following table sets forth information regarding outstanding stock options held by each non-employee directorthat have been granted to the Named Executive Officers and that were outstanding as of December 31, 2013, including the number of unexercised vested and unvested stock options. The vesting schedule for each option is shown following this table.2015:

Outstanding Equity Awards at 2015 Fiscal Year End