UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.     )

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Republic First Bancorp, Inc.

REPUBLIC FIRST BANCORP, INC.

(Exact Name of Registrant as Specified in itsIn Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Republic First Bancorp, Inc.

Two Liberty Place, 50 South 16th Street, Suite 2400

Philadelphia, Pennsylvania 19102

March 23, 2021

[_], 2024

Dear Shareholder:

You are cordially invited to attend the 2021 Annuala Special Meeting of Shareholders (the “Special Meeting”) of Republic First Bancorp, Inc. (the “Company”) scheduled to be held on Tuesday, April 27, 2021[ ], [ ], 2024 at 5:00 PM,[_] [AM/PM], local time, attime. The Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102. AsSpecial Meeting will be held in a result of public health and travel guidance related tovirtual format only through the COVID-19 pandemic, you will also be able to attend the Annual Meeting through ourCompany’s virtual platform, which can be accessed at www.virtualshareholdermeeting.com/FRBK2021. We[ ]. You will not be able to attend the Special Meeting physically. The Company may announce alternative arrangements for the meeting,Special Meeting, which could include switching to a virtual only meeting format or changing the date or location of the annual meetingSpecial Meeting if circumstances require or warrant such a change. If we takethe Company takes this step, we will announce any changes in advance through a press release in addition to other means of communication as required by applicable state law.

At the annual meeting, shareholders will be asked to consider and vote upon (i) the election of three Class II Directors to the Company’s board of directors to serve until the 2024 annual meeting of shareholders or until their successors are elected and qualified; (ii) consideration of a new equity incentive plan to replace the Company’s existing plan; (iii) the approval, on an advisory basis, of the compensation of our named executive officers as described in this proxy statement; (iv) the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2021; and (v) any such other business as may properly come before the meeting or any postponement or adjournment thereof.

It is very important that you be represented at the annual meeting regardless of the number of shares you own or whether you are able to attend the meeting in person or through our virtual platform. We urge you to mark, sign and date your proxy card and returnthen it in the envelope provided, even if you plan to attend the annual meeting. You may also vote by telephone or internet with the provided instructions. This will not prevent you from voting in person, but will ensure that your vote is counted if you are unable to attend.

Enclosed with your proxy materials is a copy of our 2020 Annual Report to Shareholders. Thank you for your continued support of Republic First Bancorp, Inc. We look forward to seeing you at the meeting.

Very truly yours, Vernon W. Hill, II Chairman and Chief Executive Officer

REPUBLIC FIRST BANCORP, INC.

Two Liberty Place, 50 S. 16th Street, Suite 2400

Philadelphia, Pennsylvania 19102

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the 2021 Annual Meeting of Shareholders of Republic First Bancorp, Inc. (the “Company”) will be held on Tuesday, April 27, 2021 at 5:00 PM, local time, at The Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102. You will also be able to attend the Annual Meeting, vote and submit your questions during the meeting through our virtual platform which can be accessed at www.virtualshareholdermeeting.com/FRBK2021. For additional details about the virtual platform, please see the “Information About the Annual Meeting” section of this proxy statement beginning on page 1.

At the Annual Meeting, shareholders will be asked to consider and vote upon the following matters:

Only shareholders of record of the Company at the close of business on March 8, 2021, are entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof. Your vote is very important. Whether or not you plan to attend the annual meeting, please complete and sign the enclosed proxy card and return it promptly to the Company in the enclosed envelope, which requires no postage if mailed in the United States, or vote by telephone or internet.

Important Notice Regarding Internet Availability of Proxy Materials for the Shareholders Meeting to be held on April 27, 2021

This proxy statement and the 2020 annual report to shareholders are available on the internet at www.proxyvote.com . If you would like to receive proxy materials related to this shareholder meeting, or any of the Company’s filings with the Securities and Exchange Commission or press releases, please email your request to kbrown@myrepublicbank.com or call us at (888) 875-2265.

By Order of the Board of Directors Corporate Secretary

March 23, 2021

** The safety of our employees, customers, and shareholders is our first priority. We will continue to monitor developments regarding the COVID-19 pandemic and prepare in the event any changes related to our annual meeting are necessary or appropriate. We may announce alternative arrangements for the meeting, which could include switching to a virtual only meeting format or changing the date or location of the annual meeting if circumstances require such a change. If we determine that any change is necessary we will make an announcement by press release in advance of the meeting, in addition to other means of communication as required by applicable law.

REPUBLIC FIRST BANCORP, INC.

Two Liberty Place, 50 S. 16th Street, Suite 2400

Philadelphia, Pennsylvania 19102

PROXY STATEMENT FOR ANNUAL MEETING

OF SHAREHOLDERS TO BE HELD ON APRIL 27, 2021

This proxy statement is being furnished to shareholders of Republic First Bancorp, Inc., referred to in this document as “we”, “our”, “us”, or the “Company”, in connection with the solicitation by the board of directors of the Company of proxies to be voted at the annual meeting of shareholders to be held at 5:00 PM, local time, at The Union League of Philadelphia, 140 South Broad Street, Philadelphia, PA 19102 on April 27, 2021, or such later date to which the annual meeting may be postponed or adjourned.

As a result of public health and travel guidance related to the COVID-19 pandemic, you may also attend the meeting through our virtual platform at www.virtualshareholdermeeting.com/FRBK2021. We may announce alternative arrangements for the meeting, which could include switching to a virtual only meeting format or changing the date or location of the annual meeting if circumstances require such a change. If we take this step we will announce any changes in advance through a press release in addition to other means of communication as required by applicable law.

At the Special Meeting, shareholders as of [_], 2024, the record date, will be asked to consider and vote on the (1) approval of an amendment to the Articles of Incorporation of the Company to increase the authorized number of shares of the Company’s common stock from 100,000,000 to 3,000,000,000, (2) approval of restoration of voting rights on shares of common stock acquired or otherwise owned by certain purchasers and their affiliates in connection with a capital raising transaction entered into with the Company on October 27, 2023 (the “Private Placement”) and (3) approval of acquisition and disposition of equity securities of the Company by certain purchasers and their affiliates. Shareholders will also transact any such other business as may properly come before the Special Meeting.

It is very important that you vote, regardless of the number of shares you own or whether you are able to attend the Special Meeting through the Company’s virtual platform. Please complete, sign and date the proxy card and return it in the envelope provided, even if you plan to attend the Special Meeting through the Company’s virtual platform. You may also vote by telephone or Internet by following the instructions on the enclosed proxy card. This will not prevent you from voting through the Company’s virtual platform during the meeting but will ensure that your vote is counted even if you are unable to attend.

THE BOARD RECOMMENDS VOTING “FOR” PROPOSALS 1, 2 AND 3

If the shareholders do not approve each of Proposals 1, 2 and 3, certain protective provisions as set forth in the Securities Purchase Agreement (the “Purchase Agreement”), dated October 27, 2023, by and among the Company and George E. Norcross, III, Gregory B. Braca, Philip A. Norcross, Alessandra T. Norcross and Alexander S. Norcross (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) will be triggered. The protective provisions are described in the Proxy Statement for the Special Meeting, and include that: (i) the dividend rate of the Series B Preferred Stock to be issued to the Purchasers will increase to 12%, (ii) the dividends on a portion of the Series B-1 Preferred Stock, for which the Series B Preferred Stock may be exchanged upon certain events, may become cumulative, (iii) upon the sale of the Company or other liquidation event, the Purchasers will receive two times the liquidation amount of the Series B Preferred Stock, and (iv) the warrants to be issued to the Purchasers to acquire 105,000 additional shares of Series B Preferred Stock for $0.01 will become exercisable. Furthermore, if shareholders do not approve each of Proposals 1, 2 and 3 at the Special Meeting, the Company will be obligated pursuant to the Purchase Agreement to continue to seek such approval until it is obtained.

Your vote and participation, no matter how many shares you own, are very important to us. Thank you for your continued support, interest and investment in the Company. The Company looks forward to seeing you at the Special Meeting.

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REPUBLIC FIRST BANCORP, INC.

Two Liberty Place, 50 South 16^th Street, Suite 2400

Philadelphia, Pennsylvania 19102

NOTICE OF VIRTUAL SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT a Special Meeting of Shareholders and any adjournments or postponements thereto (the “Special Meeting”) of Republic First Bancorp, Inc. (the “Company”) is scheduled to be held on [ ], [ ], 2024 at [_] [AM/PM], local time. There is no physical location for shareholders to attend. Shareholders may only attend the Special Meeting through the Company’s virtual platform, which can be accessed at [ ]. You will be able to vote during the meeting through the Company’s virtual platform. For additional details about the virtual platform, please see the “Information About the Special Meeting” section of this proxy statement beginning on page [2].

At the Special Meeting, shareholders will be asked to consider and vote upon the following matters:

Shareholders may also consider any other business as may properly come before the Special Meeting.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Virtual Special Meeting of Shareholders. The Board recommends a vote “FOR” Proposals 1, 2 and 3.

Only shareholders of record of the Company at the close of business on [ ], 2024 (the “Record Date”), are entitled to notice of and to vote at the Special Meeting. The Special Meeting may be adjourned or postponed. At any adjourned or postponed meeting, action with respect to matters specified in this Notice of Virtual Special Meeting of Shareholders may be taken without further notice to shareholders, unless required by law or the Company’s Amended and Restated Bylaws (the “Bylaws”).

It is important that your shares are represented at the Special Meeting. You do not need to attend the meeting virtually to vote if you vote your shares before the Special Meeting. If you are a record holder, you may vote your shares by mail, telephone or the Internet as described on the proxy card. If your shares are held by a bank, brokerage firm, trustee or other nominee, you must follow the instructions provided by your bank, brokerage firm, trustee or other nominee to vote your shares. If your shares are held by a bank, brokerage firm, trustee or other nominee, you may not vote your shares virtually at the Special Meeting unless you obtain a “legal proxy” from the bank, brokerage firm, trustee or other nominee that holds your shares giving you the right to vote the shares at the Special Meeting.

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[_], 2024

** The Company may announce alternative arrangements for the Special Meeting, which could include changing the date or location of the Special Meeting if circumstances require or warrant such a change. If the Company determines that any change is necessary, the Company will make an announcement by press release in advance of the Special Meeting, in addition to other means of communication as required by applicable law.

Please complete, sign, date and return the enclosed proxy card in the envelope provided or vote by Internet or telephone, so that you may be represented at the Special Meeting. Instructions are on your proxy card or on the voting instruction form provided by your bank, brokerage firm, trustee or other nominee.

*******************

The accompanying proxy statement provides a detailed description of the business to be conducted at the Special Meeting. The Company urges you to read the accompanying proxy statement, including the annex, carefully and in its entirety.

If you have any questions or require any assistance in voting your shares, or if you would like additional copies of the proxy materials, please contact the Company’s proxy solicitor:

Morrow Sodali LLC

509 Madison Avenue Suite 1206

New York, New York 10022

Shareholders Call Toll Free: (800) 662-5200

Banks, Brokers, Trustees, and Other Nominees Call Collect: (203) 658-9400

Email: FRBK@investor.MorrowSodali.com

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TABLE OF CONTENTS

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REPUBLIC FIRST BANCORP, INC.

Two Liberty Place, 50 South 16^th Street, Suite 2400

Philadelphia, Pennsylvania 19102

PROXY STATEMENT FOR SPECIAL MEETING

OF SHAREHOLDERS TO BE HELD ON [_], 2024

This proxy statement is being furnished to shareholders of Republic First Bancorp, Inc., referred to in this document as “we,” “our,” “us” or the “Company,” in connection with the solicitation of proxies by the board of directors (the “Board”) of the Company to be voted at a Special Meeting of Shareholders and any adjournments or postponements thereto (the “Special Meeting”) scheduled to be held at [_] [AM/PM], local time, on [ ], [ ], 2024. Shareholders can only attend the Special Meeting through the Company’s virtual platform, which can be accessed at [ ]. Shareholders of record at the close of business on [ ], 2024 (the “Record Date”) are entitled to vote at the Special Meeting.

The Company may announce alternative arrangements for the Special Meeting, which could include changing the date or location of the Special Meeting if circumstances require or warrant such a change. If the Company takes this step, then it will announce any changes in advance through a press release, in addition to other means of communication as required by applicable law.

Republic First Bancorp, Inc. is the holding company for Republic First Bank, which does business under the name Republic Bank and may be referred to as the “Bank” throughout this document.

At the annual meeting,Special Meeting, you will be asked to consider and vote upon the following matters:

Information regarding the election of directors and other proposals is included in this proxy statement. Shareholders should carefully read this proxy statement. The first date on which this proxy statement and the enclosed form of proxy card are being sent to the shareholders of the Company is on or about March 29, 2021.[_], 2024.

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If you vote electronically via the internet,Internet, by telephone, or by attending the meeting through the virtual platform, you will need your shareholder control number, (your shareholder control numberwhich can be found on your proxy card).card.

Even if you plan to attend the Special Meeting through our virtual platform, the Company recommends that you also submit your proxy by Internet, telephone or mail in advance of the Special Meeting so that your vote will be counted if you later decide not to attend the Special Meeting. The Internet and telephone voting facilities will close at [_] [AM/PM], EST, [ ], 2024. Shareholders who vote by Internet or telephone need not return a proxy card or the voting instruction form sent by banks, brokerage firms, trustees or other nominees.

If you have any questions or require any assistance in voting your shares, or if you would like additional copies of the proxy materials, please contact the Company’s proxy solicitor:

Morrow Sodali LLC

509 Madison Avenue Suite 1206

New York, New York 10022

Shareholders Call Toll Free: (800) 662-5200

Banks, Brokers, Trustees, and Other Nominees Call Collect: (203) 658-9400

Email: FRBK@investor.MorrowSodali.com

How do I vote if my shares are held in street name or through a bank, brokerage firm, trustee or other nominee?

If you hold your shares in street name or through a bank, brokerage firm, trustee or other nominee, see “How do I vote if shares are held in street name or through athen the bank, brokerage firm, trustee or other nominee?nominee is considered to be the shareholder of record with respect to those shares. In that case, your shares are said to be held in “street name,” for instruction onand the proxy materials will be forwarded to you by that nominee. Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the bank, brokerage firm, trustee or other nominee how to vote yourtheir shares.

How do I vote if shares are held in street name or through a bank, brokerage firm or other nominee?

If you holddo not provide voting instructions to your broker, then your shares will not be voted at the Special Meeting on any proposal with respect to which your broker does not have discretionary authority. That means that without your instruction, your broker is not entitled to vote shares held for a beneficial holder on any of the proposals set forth in this proxy statement, all of which are non-discretionary items. If you own your shares in street name, or through aplease instruct your bank, brokerage firm, trustee or other nominee you will needhow to vote your shares by providing voting instructions to your bank, brokerage firm or other nominee, in accordance withusing the voting instruction form provided to you by your bank, brokerage firm, trustee or other nominee orso that your vote can be counted. The voting instruction form provided by obtaining a legal proxy from your bank, brokerage firm, trustee or other nominee authorizingholding your shares may also include information about how to submit your voting instructions over the Internet or by telephone.

What happens if I do not specify how I want my shares voted? What are broker non-votes? What is discretionary voting?

As a shareholder as of the close of business on the Record Date for the Special Meeting, if you properly complete, sign, date and return a proxy card or voting instruction form, your shares of Common Stock will be voted as you specify. However, if you return your signed and dated proxy card or submit your proxy by telephone or Internet but do not specify how you want your shares voted, then your shares will be voted by the persons named as proxies in accordance with their best judgment and in the manner they believe to be in the best interest of the Company.

A “broker non-vote” occurs when a broker holding shares for a beneficial owner has not received voting instructions from the beneficial owner and the broker does not have discretionary authority to vote the shares but votes with respect to “routine” matters as to which it has discretionary authority. If you own your shares beneficially in “street name” through a broker and do not provide voting instructions to your broker, then your broker will not have the authority to vote your shares on any proposal presented at the Special Meeting. If the broker votes with respect to

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a “routine” matter as to which it has discretionary authority, your shares will be voted as to that matter and considered to be broker non-votes as to the non-routine matters. All the proposals set forth in the proxy statement are non-discretionary items with respect to which your broker has no discretionary authority. Accordingly, it is very important that you instruct your broker on how to vote shares that you hold in street name.

Because the vote necessary for approval is based on the number of votes entitled to be cast, and not the number of actual votes cast at the Special Meeting, any shares held by such broker who has not received instructions from the beneficial owner as to how such shares are to be voted will have the same effect as a vote against Proposals 1, 2 and 3 and such shares will not be counted for establishing a quorum. As a result, if you are a beneficial owner, then the Company encourages you to provide voting instructions to the broker that holds your shares by carefully following the instructions provided to you by that broker.

Who is soliciting my vote?

The Board is soliciting your proxy to vote thoseyour shares of Common Stock on all matters scheduled to come before the Special Meeting, whether or not you attend the Special Meeting. By completing, signing, dating and returning the proxy card or voting instruction form, or by voting via the Internet or by telephone, you are authorizing the persons named as proxies to vote your shares of Common Stock at the annual meeting. Only with a legal proxy from your bank, brokerage firm or other nominee canSpecial Meeting as you cast your vote in person at the annual meeting.

How are proxies being solicited?

This proxy solicitation is being made by and at the direction of the board of directors of the Company, and the Company will pay all expenses relating to the solicitation. In addition to the use of the mails, proxieshave instructed. Proxies may be solicited personally,on behalf of the Board by telephone or by other electronic means by officers,the Company’s directors and certain executive officers and other employees of the Company.

Additionally, the Company andhas retained Morrow Sodali, a proxy solicitation firm, which may solicit proxies on the Bank, who willBoard’s behalf. You may also be solicited by press releases issued by us, investor presentations, or other communications issued by us, postings on the Company’s corporate website or other websites or otherwise. Unless expressly indicated otherwise, information contained on the Company’s corporate website is not part of this proxy statement. In addition, none of the information on the other websites, if any, listed in this proxy statement is part of this proxy statement. Such website addresses are intended to be compensated for such solicitation activities. Arrangements may be madeinactive textual references only.

What are the Board’s recommendations?

The Board recommends that you vote by proxy with brokerage houses and other custodians, nominees and fiduciaries for forwarding solicitation materialsrespect to the beneficial owners of shares held of record by such persons, and the Company will reimburse those persons for their reasonable expenses.proposals as follows:

How will my proxy be voted?

If you are a shareholder of record shareholder and you submit a signed proxy card or submit your proxy by telephone or the internetInternet but do not indicate how you want your shares voted, the persons named in the enclosed proxy card will vote your shares of common stock:Common Stock:

With respect to any other matter that properly comes before the annual meeting or any postponement or adjournment thereof,Special Meeting, the persons named in the enclosed proxy card will vote your shares of common stockCommon Stock in their discretion in accordance with their best judgment and in the manner they believe to be in the best interest of the Company.

If you hold your shares of the Company’s common stock in “street name” (that is, through a broker or other nominee) and fail to instruct your broker or nominee as to how to vote your shares of common stock the broker or other nominee may generally vote on “routine” matters, but cannot vote on “non-routine” matters under the rules of various national and regional securities exchanges. If the broker or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will not be able to vote your shares on such matter, which is often referred to as a “broker non-vote.” The election of directors, the approval of the new equity incentive plan, and the advisory vote on named executive officer compensation are considered non-routine matters under applicable regulatory rules. The ratification of BDO USA, LLP as our independent registered public accounting firm for the 2021 fiscal year is considered routine under applicable regulatory rules. Therefore, if you hold your shares in “street name” and fail to instruct your broker or nominee as to how to vote your shares of common stock on the ratification of the appointment of BDO USA, LLP as independent registered public accounting firm for 2021, your broker or other nominee has discretionary voting authority to vote your shares on such proposal.

Can I revoke my proxy or change my vote after submitting my proxy?

Proxies may be revoked at any time prior to being voted at the annual meeting.Special Meeting. Submitting another properly completed proxy card with a later date will revoke any prior proxy that you have submitted. After voting, you may

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change your vote by completing, signing, dating and returning a new proxy card, by voting again by Internet or telephone as described in this proxy statement, or by voting through the Company’s virtual platform during the Special Meeting. You may request a new proxy card from Morrow Sodali. The last vote received will supersede any prior votes. The deadline for registered shareholders to change their vote by Internet or telephone is [_] [AM/PM], EST, on [ ], 2024. You may revoke a proxy before its exercise by filing written notice of revocation with ourthe Company’s Corporate Secretary before the annual meeting. After voting, you may change your vote one or more times by completing and returning a new proxy to our Secretary, by voting again by internet or telephone as described in this proxy statement, or by voting in personSpecial Meeting at the annual meeting. You may request a new proxy card from our Secretary. You may also vote your shares, or revoke or change a previously submitted vote, through the virtual platform. The last vote received chronologically will supersede any prior votes. The deadline for registered shareholders to change their vote by internet or telephone is 11:59 PM, EDT, on April 26, 2021. All requests and correspondence with our Secretary should be mailed to Republic First Bancorp, Inc., Two Liberty Place, 50 South 16^th Street, Suite 2400, Philadelphia, Pennsylvania 19102, Attention: Kemma Brown,Lisa R. Jacobs, Corporate Secretary.

If you hold your shares in a bank, brokerage firm, trustee or other nominee, follow the instructions provided to change your vote.

What does it mean if I receive more than one proxy statement or proxy card?

The Company may conduct multiple mailings before the Special Meeting to ensure shareholders have the Company’s latest proxy information and materials to vote. The Company may send you a new proxy card or voting instruction form with each mailing, regardless of whether you have previously voted. Also, many of the Company’s shareholders hold their shares in more than one account and may receive separate proxy cards or voting instructions forms for each of those accounts. If you receive more than one proxy card, your shares may be registered in more than one name or in different accounts. Only the latest dated proxy you submit for each registered shareholder or account will be counted.

What constitutes a quorum at the annual meeting?Special Meeting?

We needThe Company needs a quorum of shareholders to hold a valid annual meeting. A quorum will be present ifthe Special Meeting. The presence, virtually or by proxy, of shareholders entitled to cast at least a majority of the outstanding shares of common stock are represented in person or by proxy at the annual meeting. Abstentions and broker non‑votes are counted as present for the purpose of establishing a quorum. If the annual meeting is adjourned because of the absence of a quorum, those shareholders entitled to vote who attend the adjourned annual meeting, although constituting less than a quorum as provided herein, shall nevertheless constitute a quorum for the purpose of electing directors. If the annual meeting is adjourned for one or more periods aggregating at least 15 days due to the absence of a quorum, shareholders who are entitled to vote and who attend the adjourned annual meeting, even though they do not constitute a quorum as described above at the adjourned meeting,be cast will constitute a quorum for the purposeconduct of actingbusiness at the Special Meeting with respect to Proposals 1 and 3.

Proposal 2 requires the affirmative vote of the holders of a majority of the voting power entitled to vote in two separate votes as follows: (i) a majority of all voting shares of the Company (“Vote 2-1”) and (ii) a majority of the disinterested voting shares of the Company (“Vote 2-2”). The quorum for Vote 2-1 is the presence, virtually or by proxy, of shareholders entitled to cast a majority of the votes that all shareholders are entitled to cast on the matter. The quorum for Vote 2-2 is the presence of shareholders, virtually or by proxy (other than the Purchasers and their affiliates and any matter describedexecutive officers or directors of the Company) that are entitled to cast a majority of the votes that all such shareholders are entitled to cast on the matter.

As all the proposals set forth in this proxy statement are non-routine matters as to which your broker has no discretionary authority, broker non-votes are not expected, and therefore will not affect any quorum, at the NoticeSpecial Meeting. Abstentions will be counted to determine the presence of annual meeting.

a quorum at the Special Meeting.

CanHow do I attend the annual meetingSpecial Meeting?

You can attend and voteparticipate in person?the Special Meeting as a shareholder by visiting the Company’s virtual platform at [ ]. You must enter a [16]-digit voting control number, which can be found on your [proxy card, voting instruction form, or notice received previously with this proxy statement].

Yes. If governmental restrictionsyour shares are held by a bank, brokerage firm, trustee or other public health policies or concerns related to the COVID-19 pandemic do not prevent us from holding the meeting in person, the annual meeting will be held at The Union League of Philadelphia which is located at 140 South Broad Street, Philadelphia, PA 19102. If you attend the annual meetingnominee, you may delivernot vote your completed proxy card in person or you may vote by completing a ballot, which will be availableshares virtually at the AnnualSpecial Meeting unless you obtain a “legal proxy” from the bank, brokerage firm, trustee or other nominee that holds your shares giving you the right to vote the shares at the Special Meeting.

Can I attend the annual meeting on a virtual basis through the internet?

Yes. Due to the public health impact of the COVID-19 pandemic and to support the health and well-being of our shareholders, you will be able to attend the annual meeting through our virtual platform. Shareholders will be deemed to be “present” if they access the meeting through the virtual platform. We have designed our virtual format to enhance, rather than constrain, shareholder access to the meeting. Virtual attendance capabilities will provide shareholders with the ability to participate and ask questions during the meeting. Shareholders will also have the ability to vote their shares at the annual meeting,Special Meeting, or revoke or change a previously submitted vote, through the virtual platform.

You can access5

Can I attend the Special Meeting and participatevote in person?

No. There is no in person physical option to attend the annualSpecial Meeting. If you wish to attend the meeting, as a shareholderyou must do by visiting www.virtualshareholdermeeting.com/FRBK2021. You must enter a 16-digit voting control number which can be found on your proxy card, voting instruction form, or notice received previously with your annual proxy statement. If you do not have a control number, you may elect to participate in the meeting as a “Guest”, but you will not have access to vote your shares or ask questions during the meeting.

Company’s virtual platform at [ ].

How many votes are required forto approve the electionamendment to the Articles of directorsIncorporation of the Company (Proposal 1)?

ForPursuant to the Articles of Incorporation, Proposal 1 directors are elected by a plurality voteto amend the Articles of Incorporation to increase the authorized number of shares of common stockCommon Stock will be approved if at least sixty percent (60%) of the votes entitled to be cast in person or by proxyare voted for the proposal. Because the vote necessary for approval is based on the number of votes entitled to be cast, and not the number of actual votes cast at the annual meeting, providedSpecial Meeting, abstentions and broker non-votes will effectively be votes against this proposal. All proxies will be voted “FOR” approval of this proposal unless a quorum is present. A “plurality” means that the individuals who receive the largest number of affirmative votes cast are elected as directors upshareholder specifies to the maximum number of directors to be chosen at the annual meeting. Votes that are withheld from a director nominee will be excluded entirely from the vote forcontrary on such nominee and will have no effect on the result. Broker non-votes will have no effect on the outcome of the vote. Shareholders are not entitled to cumulative voting in the election of directors.

shareholder’s proxy card.

How many votes are required forto approve the approvalrestoration of voting rights on shares of Common Stock acquired or otherwise owned by the Company’s 2021 Equity Incentive PlanPurchasers and their affiliates (Proposal 2)?

Proposal 2 requires the affirmative vote of the holders of a majority of the voting power entitled to vote in two separate votes as follows: (i) a majority of all voting shares of the Company (“Vote 2-1”) and (ii) a majority of the disinterested voting shares of the Company (“Vote 2-2”).Proposal 2 will be approved if, for Vote 2-1, the votes for Proposal 2 constitute a majority of the votes represented in personthat all shareholders are entitled to cast and if, for Vote 2-2, the votes for Proposal 2 constitute a majority of the votes that all shareholders (other than the Purchasers and their affiliates and any executive officers or proxydirectors of the Company) are entitled to cast.

Because the vote necessary for approval is based on the number of votes entitled to be cast, and not the number of actual votes cast at the annual meetingSpecial Meeting, abstentions and entitled to vote are voted FOR the proposal. Abstentionsbroker non-votes will have the same legal effect aseffectively be votes against this proposal. All proxies will be voted “FOR” approval of this proposal unless a shareholder specifies to the proposal. Broker non-votes will have no effectcontrary on the outcome of the vote.

such shareholder’s proxy card.

How many votes are required for the advisory vote to approve named executive officer compensationthe acquisition and disposition of equity securities of the Company by the Purchasers and their affiliates (Proposal 3)?

We are required to submit a proposal to shareholders for a non‑binding advisoryThe affirmative vote to approve the compensation of our named executive officers pursuant to Section 14A of the Exchange Act. Proposal 3 will be approved ifshareholders entitled to cast at least a majority of the votes represented in person or by proxy at the annual meeting andthat all shareholders are entitled to cast is required to approve this proposal. Because the vote are voted FOR the proposal. Abstentions will have the same legal effect as votes against the proposal. Broker non-votes will have no effectnecessary for approval is based on the outcome of the vote.

How many votes are required for the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal 4)?

Proposal 4 will be approved if a majority of the votes represented in person or proxy at the annual meeting and entitled to vote are voted FOR the proposal. Abstentions will have the same legal effect as votes against the proposal. Brokers or other nominees will have discretion to vote on Proposal 4. If shareholders ratify the selection of BDO as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, the audit committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if the audit committee determines that a change is in the best interest of the Company.

How many votes are required for any other proposals that may properly come before the annual meeting?

Generally, any other proposals that may properly come before the annual meeting or any postponement or adjournment thereof will be approved if a majority of the votes at the annual meeting and entitled to vote thereon are voted in favor of the action, unless otherwise provided by express provision of law or by our articles of incorporation or our bylaws. Abstentions, but not broker non‑votes, will have the same legal effect as votes against any other proposal. Broker non-votes will not count as votes against any proposal at the annual meeting.

PROPOSAL 1

ELECTION OF DIRECTORS

The Company’s by‑laws provide that the board may consist of not less than five directors and not more than twenty-five directors, classified into three classes, as nearly equal in number as possible, with the specific number of directors fixed from time to time by resolution of the board. The members of one class of directors are elected at each annual meeting and each class of directors serves for approximately three years. The classes of directors have been designated as “Class I,” “Class II” and “Class III.”

The board has currently fixed the number of directorsvotes entitled to be cast, and not the number of actual votes cast at eight.the Special Meeting, abstentions and broker non-votes will effectively be votes against this proposal. All proxies will be voted “FOR” approval of this proposal unless a shareholder specifies to the contrary on such shareholder’s proxy card.

What happens if the Company does not receive the required votes to approve each of Proposals 1, 2 and 3?

If the shareholders do not approve each of Proposals 1, 2 and 3, certain protective provisions as set forth in the Securities Purchase Agreement (the “Purchase Agreement”), dated October 27, 2023, by and among the Company and George E. Norcross, III, Gregory B. Braca, Philip A. Norcross, Alessandra T. Norcross and Alexander S. Norcross (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) will be triggered. The Class I Directorsprotective provisions are Harry D. Madonna and Brian P. Tierney, Esq.; the Class II Directors are Lisa R. Jacobs, Esq., Harris Wildstein, Esq. and Andrew B. Cohen; and the Class III Directors are Vernon W. Hill, II, Barry L. Spevak and Theodore J. Flocco, Jr. The incumbent Class I Directors will continuedescribed in office until“Factors Considered by the Company’s 2023 AnnualBoard of Directors in Recommending Proposals 1, 2 and 3” below, and include that: (i) the dividend rate of the Series B Preferred Stock to be issued to the Purchasers will increase to 12%, (ii) the dividends on a portion of the Series B-1 Preferred Stock, for which the Series B Preferred Stock may be exchanged for upon certain events, may become cumulative, (iii) upon the sale of the Company or other liquidation event, the Purchasers will receive two times the liquidation amount of the Series B Preferred Stock, and (iv) the Purchasers’ warrants to acquire 105,000 additional shares of Series B Preferred Stock for $0.01 will become exercisable. Furthermore, if shareholders do not approve each of Proposals 1, 2 and 3 at the Special Meeting, the Company will be obligated under the Purchase Agreement to continue to seek such approval until it is obtained.

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Who will pay for the solicitation of proxies?

The costs and expenses of the Board’s solicitation of proxies, including the preparation, printing and mailing of this proxy statement, the proxy card, the Notice of Virtual Special Meeting of Shareholders and any additional information furnished to shareholders, will be borne by the incumbent Class III Directors will continueCompany. Solicitation of proxies may be in office untilperson, by telephone, electronic mail or personal solicitation by the Company’s 2022 Annualor the Bank’s directors, officers or staff members. Other than the persons described in this proxy statement, no general class of employee of the Company or Bank will be employed to solicit shareholders in connection with this proxy solicitation. However, in the course of their regular duties, the Bank’s and the Company’s employees, officers and directors may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. None of these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodian holding shares of the Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. The Company will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the beneficial owners of Common Stock.

The Company engaged Morrow Sodali to assist in the solicitation of proxies in connection with the Special Meeting, for a service fee and the reimbursement of Shareholders. All directorscustomary disbursements, which is expected to cost up to $75,000.

When will hold office until the annual meetingvoting results be announced?

The final voting results will be reported on Form 8-K, which will be filed with the SEC within four business days after the Special Meeting. If the Company’s final voting results are not available within four business days after the Special Meeting, the Company will file a Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the Form 8-K within four business days after the final voting results are known to us.

Who should I contact if I have questions?

Morrow Sodali is assisting the Company with its effort to solicit proxies. If you have additional questions about this proxy statement or the Special Meeting, or if you need assistance voting your shares, please contact the Company’s proxy solicitor:

Morrow Sodali LLC

509 Madison Avenue Suite 1206

New York, New York 10022

Shareholders Call Toll Free: (800) 662-5200

Banks, Brokers, Trustees, and Other Nominees Call Collect: (203) 658-9400

Email: FRBK@investor.MorrowSodali.com

THE BOARD RECOMMENDS “FOR” PROPOSALS 1, 2 AND 3.

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BACKGROUND FOR PROPOSALS 1, 2 AND 3

Republic First Bancorp, Inc., a Pennsylvania corporation, is the holding company for the Bank, which does business under the name Republic Bank. The Bank offers a variety of shareholders at which their terms expirecredit and depository banking services to individuals and businesses primarily in Greater Philadelphia, Southern New Jersey, and New York City through offices and branches in Philadelphia, Bucks, Delaware, and Montgomery Counties in Pennsylvania, Atlantic, Burlington, Camden, and Gloucester Counties in New Jersey, and New York County in New York.

The Bank primarily provides commercial and industrial, commercial real estate, and construction and development loans to commercial clients, including businesses and entrepreneurs based in its local markets. For retail customers, the Bank offers a variety of consumer loan products and, until recently, offered residential mortgage loans. The Bank also provides demand, savings and time deposit products for consumer, business and municipal customers that are insured by the electionsFederal Deposit Insurance Corporation (the “FDIC”). In addition, commercial clients are offered treasury management services, including payable and qualificationsreceivable solutions, payment fraud prevention solutions, escrow management, and liquidity sweep and reciprocal deposit products.

Events Necessitating the Private Placement

As described in more detail below, the Company’s financial conditions and results of their successors.

Upon the recommendationoperations have been challenged since 2022 as a result of the nominatingprevious management’s investment in low-yielding, long-duration fixed-rate securities before the Federal Reserve’s historic interest rate hikes, the previous management’s election to hold on balance sheet a portfolio long-dated residential mortgage loans, and governance committeethe previous management’s focus on growth at the expense of ourprofitability. Strong balance sheet growth, funded with an overemphasis on public funds deposits, and the requirement to maintain collateral equal to 110% of such public funds, combined with weak profitability led to material declines in the Bank’s core capital from 2019 to 2022, which were further exacerbated by rapid interest rate increases throughout 2022 and the deposit/liquidity pressures caused by the bank failures in 2023.

Since late 2022, the Company has taken steps to refresh its board of directors our board has nominated Lisa R. Jacobs, Harris Wildstein and Andrew B. Cohen for re-election as Class II Directorsleadership team and developed and is executing a new strategic plan to serve untilreposition the business, seeking to renew its focus on the Company’s 2024 annual meetingcore business, improve operational efficiency and profitability, enhance capital ratios, strengthen customer relationships, build trust with stakeholders, and right-size the balance sheet. In order to implement this strategy, which the current board of shareholdersdirectors and thereafter until their successors are electedmanagement believe can deliver sustainable growth and qualified. Allreturn the Company to profitability, the Company needs substantially more capital than it currently generates from operations.

The Company has been working diligently to secure additional capital, and the Purchasers agreed to provide $35,000,000 in capital that the Company needs to work towards achieving its capital and profitability objectives, subject to the Protective Provisions (as defined below) that would come into effect only if the Shareholder Approval (as defined below) is not obtained. As part of the director nomineesproposed transactions under the Purchase Agreement, which are the subject of Proposals 1, 2 and 3, the Company is using its efforts to raise at least $40,000,000 of additional capital via issuance of Common Stock. For the reasons further described under “—Factors Considered by the Company’s Board of Directors in Recommending Proposals 1, 2 and 3,” the Company’s board of directors believes that it would be in the Company’s and its shareholders’ best interests for the shareholders to approve each of Proposals 1, 2 and 3.

On March 9, 2023, the Company entered into that certain Securities Purchase Agreement (the “Castle Creek Securities Purchase Agreement”), dated March 9, 2023, by and among the Company, Castle Creek Capital Partners VII, L.P. and Castle Creek Capital Partners VIII, L.P., (together, “Castle Creek”), certain co-investment funds managed by affiliates of Castle Creek, and CPV Republic Investment, LLC (collectively, the “Prior Purchasers”). On July 17, 2023, due in significant part to the bank failures occurring in the first quarter of 2023 and the resulting deposit and liquidity pressures on the banking industry, the Company and the Prior Purchasers mutually terminated the Castle Creek Securities Purchase Agreement because the Company and the Prior Purchasers did not believe that additional investors could be found to participate in the private placement at $2.25 per share by September 9, 2023, as contemplated by the Castle Creek Securities Purchase Agreement. As a result of the termination, the Castle Creek Securities Purchase Agreement is of no further force and effect.

On April 25, 2023, as a measure of prudent oversight and to preserve capital and liquidity, the Board of Directors of the Company determined to suspend the payment of dividends on its Series A Preferred Stock. Under the terms of the Series A Preferred Stock, the right of holders to receive dividends is non-cumulative, and the Board is not required to declare a dividend payable in respect of any dividend period. On the same date, the Board of Directors elected to defer payments of interest on its two issuances of outstanding Floating Rate Junior Subordinated Debt Securities Due 2037 (the “Debt Securities”).

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On May 5, 2023, the Company announced that the Bank will exit its legacy mortgage origination business. The Bank will continue to support local communities through various Community Reinvestment Act initiatives driven through its core business lines. Historically, this platform’s primary offering was a long-term jumbo mortgage product, priced at aggressive rates, which no longer aligns with the Company’s preference for shorter duration and better risk adjusted return asset classes. Further, the high-cost nature of a jumbo mortgage origination platform is no longer consistent with the Company’s strategy for enhancing profitability and dedicating more resources to core business lines. Additionally, the Company announced that it would streamline its commercial lending business in New York City and the Company made commensurate reductions in force in its New York lending and credit teams. This action allows the Bank to focus on its strong commercial relationships in and around the Bank’s core Philadelphia Metropolitan area market.

The Company was unable to file its Annual Report on Form 10-K for the year ended December 31, 2022 on a timely basis. The Company was also unable to file its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023. Previously, the Company was unable to file its Annual Report on Form 10-K for the year ended December 31, 2021, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 on a timely basis. As a result, on August 23, 2023, the Company’s Common Stock was delisted from The Nasdaq Stock Market (“Nasdaq”). On August 23, 2023, the Company’s Common Stock commenced trading on the OTC Pink marketplace under the symbol “FRBK.” On August 24, 2023, the Company’s Common Stock commenced trading on the OTC Expert Market. Following the Company’s Common Stock being delisted from Nasdaq, the Common Stock’s liquidity was materially reduced, which resulted in a corresponding material reduction in the price of the Company’s Common Stock. In addition, the delisting has harmed the Company’s ability to raise capital through alternative financing sources on terms acceptable to the Company. The Company is continuing its efforts to be current on all SEC filings and reports, which includes its 2022 Form 10-K and all filings for calendar year 2023, including each Form 10-Q and the Form 10-K.

Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and define “capital” for calculating these ratios. An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital level falls below a capital conservation buffer amount in excess of these minimum capital requirements. As of December 31, 2022, the Bank fell below the capital conservation buffer amount for its total capital ratio calculation. Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to banks that do not meet minimum capital requirements. For these purposes, the law establishes five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. The Company’s minimum capital level is a key component of risk classification used by the FHLB and the Federal Reserve concerning the amount of credit available to the Company and the type and amount of collateral required against such advances. Failure to retain the “well capitalized” regulatory designation limits the availability of, and increases the cost of wholesale funding, which has been an important source of funding for growth for the Company. As of September 22, 2023, the Company was categorized by regulators as “adequately capitalized.” As such, absent a waiver from the FDIC, the Bank would be prohibited from accepting brokered deposits. However, the Bank has received a waiver from the FDIC to accept brokered deposits. The Bank is also prohibited from offering rates on deposits that are significantly higher than prevailing rates of interest on deposits offer by insured depository institutions in its market area.

As a result of inflationary pressures and the resulting rapid increases in interest rates over the last year, and the long duration of the securities held by the Bank, the trading value of the Company’s previously issued government and other fixed income securities has declined significantly. For example, fixed-rate securities are generally subject to decreases in market value when interest rates rise, and are even more sensitive to rises in interest rates due to the length that the fixed-rate securities will take to mature. Additional factors include, but are not limited to, rating agency downgrades of the securities, defaults by the issuer or individual borrowers with respect to the underlying securities and continued instability in the credit markets. Any of the foregoing factors could cause impairment and result in realized losses. These securities make up a significant portion of the Company’s portfolio, resulting in unrecognized losses embedded in the held-to-maturity securities portfolio. At December 31, 2023, the Company maintained a held-to-maturity securities portfolio of $1.555 billion. While the Company does not currently intend to sell these securities, if the Company were required to sell such securities to meet liquidity needs, it would incur significant losses, which would impair the Company’s capital, financial condition, and results of operations.

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At December 31, 2023, the Company maintained an available-for-sale securities portfolio of $980 million. The fair value of the available-for-sale debt securities portfolio may change depending on the credit quality of the underlying issuer, market liquidity, changes in interest rates and other factors. Shareholders’ equity is increased or decreased by the amount of the change in the unrealized gain or loss (difference between the fair value and the amortized cost) of the available-for-sale debt securities portfolio, under the category of accumulated other comprehensive income (loss). At December 31, 2023, the available-for-sale investment securities portfolio had an accumulated other comprehensive loss of $163 million. A decline in the fair value of this portfolio will result in a decline in reported shareholders’ equity, as well as book value per common share. The decrease will occur even though the securities are not sold. Further, if the Company is unable to hold its securities until market conditions are favorable, a sale of such securities could adversely affect the Company’s shareholders’ equity and net income.

The operating losses sustained in 2023 and forecasted to continue into 2024, combined with resulting decreases in regulatory capital levels, the Company’s failure to pay dividends on its Preferred Stock and interest on its debt securities, and the Company’s Nasdaq delisting have severely limited the Company’s access to financing sources. A decline in available funding has adversely impacted the Company’s ability to originate loans, invest in securities, meet expenses, and may impact the Company’s ability to fulfill obligations such as repaying borrowings or meeting deposit withdrawal demands. Additionally, should access to financing sources continue to be limited, the Company may not generate sufficient cash to repay the obligations in full as they become due. To alleviate the substantial doubts about ongoing liquidity, the Company adopted and implemented a liquidity contingency program that generates cash through collection of principal and interest on loans and securities portfolio and limits the deployment of such cash into new loans or securities. To the extent necessary, this plan also includes executing sales of pools of loans to address any shortfalls in liquidity. The Company cannot guarantee that this liquidity contingency program will alleviate any relevant conditions that may raise substantial doubt about the Company’s liquidity.

Securities Purchase Agreement

Based substantially on the events as set forth above and the Company’s need for ongoing capital and liquidity, on October 27, 2023, the Company entered into the Purchase Agreement with the Purchasers, pursuant to which the Company agreed to sell shares of the Common Stock, at a purchase price of $0.05 per share, and shares of a newly-issued series of Series B convertible perpetual preferred stock, par value $0.01 per share (the “Series B Preferred Stock” and together with the Common Stock, the “Securities”), at a purchase price of $50.00 per share (collectively, the “Private Placement”). The Purchasers have agreed, in the aggregate, to standpurchase $435,750 worth of Common Stock and $34,564,250 worth of Series B Preferred Stock. The Purchasers will also receive, in the aggregate, warrants to purchase 105,000 shares of Series B Preferred Stock (the “Warrants”), which shall be exercisable any time following the occurrence of the Triggering Event (as defined below), but no later than seven years after the Warrant is issued, at an exercise price equal to $0.01 per share, upon the occurrence of certain events.

The obligations of the Company and the Purchasers to consummate the Private Placement pursuant to the Purchase Agreement are subject to the satisfaction (or waiver, as applicable) of certain closing conditions, including, among others, conditions relating to the Company’s regulatory status and access to liquidity, confirmation that the Private Placement will not result in a change of control for election.accounting purposes, and the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2022. In addition, each Purchaser must have submitted all filings with and received all approvals required by applicable governmental entities to permit such Purchaser to acquire and hold the event, however,Securities, including the approval of the Board of Governors of the Federal Reserve System under the Change in Bank Control Act of 1978, as amended, and the Pennsylvania Department of Banking and Securities under applicable laws of Pennsylvania. Subject to satisfaction of such conditions, the Private Placement is expected to close in the first quarter of 2024.

The Company intends to use the net proceeds of the Private Placement to strengthen the Company’s balance sheet and improve the regulatory capital of the Bank. The Purchase Agreement contains representations, warranties, and covenants of the Company and the Purchasers that for any reason, one or more director nominees becomes unavailable for election or service as director,are customary in private placement transactions.

Pursuant to the terms of the Purchase Agreement, beginning on the date of the Purchase Agreement, the Company invited Philip A. Norcross and Gregory B. Braca (the “Observers”) to attend all meetings of the board may designate a substitute nominee or nominees to replace him or them and the persons designated in the enclosed proxy will vote for the election of such other person or persons as the board may recommend.

The specific backgrounds and qualifications of our current directors and director nominees are reflected in each person’s biography below.

Director Nominees

The following individuals have been nominated for election to the board as Class II Directors, to serve until the 2024 Annual Meeting of Shareholders and until their successors are elected and qualified.

Lisa R. Jacobs, Esq., age 62, has been a director of the Company and the Bank since February 2017. Ms.(the “Boards”), or any committees thereof, solely in a nonvoting,

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nonparticipating observer capacity. Immediately following the closing of the transactions contemplated by the Purchase Agreement (the “Closing”), Harry Madonna, Lisa Jacobs, has beenHarris Wildstein and Andrew Cohen will resign from the Boards. The continuing directors will appoint the Observers to the Boards and Mary Pat Christie and John Michael Vazquez will be appointed to the Boards as independent directors. Following the foregoing resignations and appointments, the Boards will consist of Thomas X. Geisel, Benjamin C. Duster, IV, Peter B. Bartholow, Philip A. Norcross, Gregory B. Braca, Mary Pat Christie, and John Michael Vazquez.

The Purchase Agreement provides for customary pre-emptive rights for the Purchasers so long as the Purchasers, together with their respective affiliates, continue to hold, in the aggregate, at least 50% of the Series B Preferred Stock or 9.9% of the outstanding equity securities of the Company on a partner at DLA Piper LLP since 2011,fully diluted basis.

The Purchase Agreement provides that as soon as practicable the Company must duly call, give notice of, establish a record date for, convene and hold a special meeting of its shareholders to approve (i) the amendment to the Articles of Incorporation of the Company (the “Articles of Incorporation”) to increase the number of authorized shares of Common Stock to 3,000,000,000, which is a global law firm specializing in business law and is the Chairsubject of its Philadelphia office corporate group. She represents businesses, institutional clients and individuals in domestic and international matters including complex corporate finance matters, institutional and private equity financings, asset securitizations, private placements, mergers and acquisitions and governance issues. Ms. Jacobs is active in a numberProposal 1 herein, (ii) the restoration of national and regional professional organizations,voting rights as well as in national and local politics. She is a memberprovided pursuant to Subchapter 25G of the AmericanPennsylvania Business Corporation Law Institute, the Uniform Law Commission, the American College of Commercial Finance Lawyers and the Pennsylvania DepartmentEntity Transactions Law (collectively, the “PBCL”) for all Common Stock of State Corporations Advisory Board. Ms. Jacobsthe Company acquired by the Purchasers or otherwise owned by the Purchasers or any of their respective affiliates, which could be considered “control shares” under Subchapter 25G of the PBCL, which is the subject of Proposal 2 herein, and (iii) the acquisition of equity securities of the Company by Purchasers or any of their respective affiliates and the disposition of any equity securities of the Company now or hereafter owned by the Purchasers or any of their respective affiliates, in each case for purposes of Subchapter 25H of the PBCL, which is the subject of Proposal 3 herein (collectively, the “Shareholder Approval”).

If Shareholder Approval is not obtained at the Special Meeting, the Company will be obligated to continue to seek Shareholder Approval until it is obtained. Furthermore, if Shareholder Approval is not obtained, certain protective provisions as set forth in the Purchase Agreement will be triggered. The protective provisions are described in “Factors Considered by the Company’s Board of Directors in Recommending Proposals 1, 2 and 3” below, and include that: (i) the dividend rate of the Series B Preferred Stock to be issued to the Purchasers will increase to 12%, (ii) the dividends on a portion of the Series B-1 Preferred Stock, for which the Series B Preferred Stock may be exchanged for upon certain events, may become cumulative, (iii) upon the sale of the Company or other liquidation event, the Purchasers will receive two times the liquidation amount of the Series B Preferred Stock, and (iv) the Purchasers’ warrants to acquire 105,000 additional shares of Series B Preferred Stock for $0.01 will become exercisable.

Prior to the Closing, the Company may not solicit or enter into another transaction involving the issuance of 5% or more of the outstanding shares of Common Stock. However, if prior to the Closing, the Company receives an unsolicited proposal from a third party involving the acquisition of 50% or more of the outstanding shares of Common Stock, then the Company may terminate the Purchase Agreement if the Company’s board of directors determines that such unsolicited proposal is more favorable to the Company’s shareholders from a financial point of view and failure to terminate the Purchase Agreement in favor of such proposal would be inconsistent with the fiduciary duties of the Company’s board of directors, subject to payment of a termination fee to the Purchasers equal to 3% of the purchase price committed to be paid by such Purchasers pursuant to the Purchase Agreement.

The Purchase Agreement also requires the Company to use reasonable best efforts to solicit, offer and agree to issue and sell shares of Common Stock to one or more purchasers resulting in minimum additional cash proceeds of $40,000,000, with the closing of such additional purchases to occur as soon as practical after the Closing.

Following the closing of the Private Placement, and subject to the Company being current in its SEC reporting, the Company may consider conducting a rights offering that will allow the Company’s shareholders, other than the Company’s directors and officers, to purchase shares of Common Stock.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Annex A.

The issuance of the Securities pursuant to the Purchase Agreement and the other documents discussed below is exempt from registration pursuant to the exemption provided under Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The offering was made only to accredited investors as that term is defined in Rule 501(a) of Regulation D under the Securities Act.

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Common Stock

Holders of Common Stock are entitled to receive dividends ratably if, as and when dividends are declared from time to time by the Company’s board of directors out of funds legally available for that purpose, after payment of dividends required to be paid on outstanding preferred stock, if any. Dividend payments by the Company are subject to legal and regulatory limitations. The ability of the Company to pay dividends is also active in several civicsubject to profitability, financial condition, capital expenditures and charitable organizations includingother cash flow requirements.

Holders of Common Stock have no preemptive or conversion rights and are not exchangeable or subject to further calls or assessment by the MuseumCompany. There are no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences and privileges of holders of Common Stock will be subject to, and may be adversely affected by, the rights of the American Revolution, Teen Cancer America,holders of shares of any series of preferred stock, which the Company’s board of directors may designate and servesissue in the future without further shareholder approval.

Upon the Company’s liquidation, dissolution or winding up, the holders of Common Stock are entitled to receive ratably the assets available for distribution to the shareholders after payment of liabilities and accumulated and unpaid dividends and liquidation preferences on outstanding preferred stock, if any.

Holders of Common Stock are entitled to one vote for every share having voting power on all matters submitted for action by the shareholders. The holders of Common Stock do not have cumulative voting rights in the election of directors.

The Company’s Articles of Incorporation provide that, except as approved by at least two-thirds of the Company’s board of directors, no shareholder may have “holdings” (as defined below) that exceed 10% of the issued and outstanding shares of Common Stock. If any shareholder acquires holdings that results in a violation of this provision of the Articles of Incorporation, the board of directors of Philadelphia-Freedom Valley YMCAthe Company may:

With respect to any shareholder, “holdings” means:

The Company’s board of directors has unanimously adopted a resolution to waive the above 10% restriction with respect to the issuance of the Securities and the Women Business Collaborative (a national organization focusing on increasing women’s participationother transactions contemplated by the Purchase Agreement.

As described in leadershipmore details below under “—Series B Preferred Stock,” the Series B Preferred Stock and on boardsSeries B-1 Preferred Stock will have dividend features, conversion rights, liquidation features, exchange terms, voting rights and other special or relative rights different from those of American businesses). Ms. Jacobs’ wide ranging experience as an attorney providesthe Common Stock.

Series B Preferred Stock

The Company’s board of directors is authorized to fix the voting rights, designations and preferences, priorities, qualifications, privileges, limitations, restrictions, options, conversion rights, dividend features, retirement features, liquidation features, redemption features and other special or relative rights of the Company’s preferred stock and any series thereof without further shareholder approval.

In connection with the Private Placement, at the Closing, the Company will file the Statement with valuable experienceRespect to Shares for Perpetual, Convertible Preferred Stock, Series B (the “Series B Statement”) with the Department of State of the Commonwealth of Pennsylvania to authorize and issue the shares of Series B Preferred Stock to the Purchasers. The liquidation value of the Series B Preferred Stock is $50.00 per share (the “Liquidation Amount”). The dividend features, conversion rights, liquidation features, exchange terms, voting rights, preferences, limitations, powers and relative rights of the Series B Preferred Stock are set forth in mattersthe Series B Statement and are described below.

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Prior to the “Trigger Start Date,” holders of corporate law and governance issues.the Series B Preferred Stock will be entitled to receive dividends if declared by the Company’s board of directors, in the same per share amount as paid on the Common Stock on an as-converted basis. No dividends will be payable on the Common Stock unless a dividend identical to that paid on the Common Stock on an as-converted basis is payable at the same time on the Series B Preferred Stock. In addition her active participationto the dividends payable on the Common Stock, beginning on the Trigger Start Date and ending on the “Trigger End Date,” holders of the Series B Preferred Stock will be entitled to receive cash dividends at the annual rate of 12% of the Liquidation Amount, payable quarterly in numerous professional, civicarrears. The “Trigger Start Date” means (i) if the Shareholder Approval is not obtained at the Special Meeting, then the date of such meeting or (ii) if the Special Meeting is not held by March 1, 2024, then March 1, 2024. The “Trigger End Date” means the date that the Shareholder Approval is obtained.

Each share of Series B Preferred Stock is convertible into 1,000 shares of Common Stock, subject to adjustment, effective as of the close of business on the date that the Company obtains the Shareholder Approval and charitable organizations provides respected leadership skills and insightful management perspective.files an amendment to the Articles of Incorporation to authorize an increase in the number of authorized shares of Common Stock.

Harris Wildstein, Esq., age 75, hasUnless the shares of Series B Preferred Stock have previously been converted into shares of the Common Stock as described above, each share of Series B Preferred Stock will automatically convert into 1,000 shares of the Common Stock upon a director“Permissible Transfer” of such shares of Series B Preferred Stock. A “Permissible Transfer” is a transfer by a holder of Series B Preferred Stock (i) to the Company; (ii) in a widely distributed public offering of the Common Stock or Series B Preferred Stock; (iii) that is part of an offering that is not a widely distributed public offering of the Common Stock or Series B Preferred Stock but is one in which no one transferee acquires the rights to receive 2% or more of any class of voting securities; or (iv) to a transferee that controls more than 50% of the voting securities of the Company without giving effect to such transfer.

The Series B Preferred Stock will rank, as to payments of dividends and distribution of assets upon dissolution, liquidation or winding up of the Bank since 1988. From 1999 through November 2012, Mr. Wildstein servedCompany, pari passu with the Common Stock on an as-converted basis. Additionally, after the Trigger Start Date until the Trigger End Date, certain fundamental corporate transactions will constitute “deemed liquidation events,” unless holders of a majority of the outstanding shares of the Series B Preferred Stock elect otherwise. Upon any such deemed liquidation event, subject to the rights of any persons that are holders of any senior class or series of securities, the holders of the Series B Preferred Stock will be entitled to a distribution equal to two times the amount of the Liquidation Amount, plus any declared but unpaid dividends. Holders of Series B Preferred Stock will have no voting rights, except as a directorto amendments or changes that would adversely affect the rights, preferences or privileges of First Bankthe Series B Preferred Stock, or that would increase or decrease the number of Delaware. Since September 2004, Mr. Wildstein has been an owner and officerauthorized shares of Lifeline Funding, LLC, a pre‑settlement funding organization. He has beenSeries B Preferred Stock, or as may be required by law. The Series B Preferred Stock will not be redeemable by either the Vice President of R&S Imports, Ltd., an automobile dealership, since 1977, and president of HVW, Inc., an automobile dealership, since 1982. Mr. Wildstein’s background in owning and managing multiple businesses has made him sophisticatedCompany or by the holder. Dividends on the Series B Preferred Stock are not cumulative.

On the Trigger Start Date, as set forth in the analysis of financial matters and offersSeries B Statement, the board insight into understanding the many customers that the Bank serves today. Mr. Wildstein also provides the board with valuable leadership and management perspectives and business acumen.

Andrew B. Cohen, age 49, has been a director“Applicable Percentage” (as defined below) of the Company andthen outstanding shares of Series B Preferred Stock, on a pro rata basis with respect to each holder, will automatically be exchanged for a new series of shares of preferred stock designated as the Bank since June 2017. Mr. Cohen is“Series B-1 Convertible Perpetual Preferred Stock” (the “Series B-1 Preferred Stock”), which such Series B-1 Preferred Stock will have identical terms as the Co-founder of Cohen Private Ventures, LLC, an investment management firm which provides long-term capital funding, primarily through direct private investments and other opportunistic transactions. He has beenSeries B Preferred Stock except that dividends on the Chief Investment Officer of Cohen Private Ventures, LLC since 2014. Mr. Cohen is alsoSeries B-1 Preferred Stock will be cumulative. The “Applicable Percentage” means a membernumber of the boardthen outstanding shares of directors of several other companies including the New York Mets Baseball Club, Laureate Education, Inc., and the National Advisory Board of Johns Hopkins Berman Institute of Bioethics. Mr. Cohen’s background and experienceSeries B Preferred Stock that, after exchanged to Series B-1 Preferred Stock, would result in evaluating companies when making investment decisions and assessing financial performance of those companies on a regular basis provides the board with valuable knowledge and business acumen across multiple industries. In addition, his participation on various other boards demonstrates leadership experience and a strong background in corporate governance matters.

Continuing Directors

Each of the following individuals is an incumbent director who will continue to serve as a director of the Company until the end of his respective term or until a successor is elected and qualified.

Class I Directors

Harry D. Madonna, age 78, has served as president of the Company since 2001. In February 2021 he was also named as Chairman Emeritus of the Company. He previously served as chief executive officer of the Company from 2001 through February 2021. Mr. Madonna also served as chairman of the Bank from 1988 through February 2021 and chief executive officer of the Bank from 2001 through February 2021. He served as chairman of the Company from 1988 to 2016 and served as the Bank’s president from 2001 until May 2010. From 1999 through November 2012, Mr. Madonna served as executive chairman of First Bank of Delaware and served as its chief executive officer from January 2002 until July 2008. Mr. Madonna was of counsel to Spector Gadon & Rosen, PC, a general practice law firm located in Philadelphia, Pennsylvania from January 1, 2002 until June 30, 2005 and prior to that, was a partner of Blank Rome LLP, a law firm located in Philadelphia, Pennsylvania from 1980 until December 2001. Mr. Madonna’s background as an attorney and years of experience with the Bank provides him with the skills to serve on the board of both the Company and the Bank. Mr. Madonna’s position within the Company and the Bank also provides him with intimate knowledge of our business, results of operations and financial condition.

Brian P. Tierney, Esq., age 64, has been a director of the Company and the Bank since April 2011. He has also served as chief executive officer of Brian Communications, a strategic communications agency, and as chairman of Real Time Media, an interactive marketing services agency since November 2010. He was publisher of The Philadelphia Inquirer and Daily News and chief executive officer of its parent company, Philadelphia Media Holdings LLC, from June 2006 and August 2006, respectively, until October 2010. He previously served as chairman and chief executive officer of Tierney Holdings LLC, a private investment firm. From June 2004 to March 2005, he was vice chairman of Advanta Corp. Prior to that period, he was the founding partner of T2 Group, a strategic communications firm, from November 2003 until it was sold to Advanta Corp. Before T2, Mr. Tierney founded Tierney Communications in 1989, which grew into one of the largest strategic communications agencies in Philadelphia, before selling it to Interpublic Group (IPG). Mr. Tierney has served as a director on a variety of civic, educational and charitable boards, and previously was the longest serving member of the board of directors for Nutrisystem, Inc., a publicly traded corporation and leading provider of home-delivered weight-loss meal plans, which was later sold to Tivity Health (TVTY). Mr. Tierney has a strong corporate leadership background, having served as a chief executive officer and having held additional management positions at several companies. He currently serves on the board of The Graham Company, a 100% employee-owned company through an ESOP Trust. His prior service as a director on the board of another public company and as well as his current member of other boards also provides insight on corporate governance issues.

Class III Directors

Vernon W. Hill II, age 75, has been a director and chairman of the Company since 2016. In February 2021, he was named to the additional role of chairmaneach of the Bank and chief executive officerthe Company exceeding certain quantitative capital requirements necessary to be deemed “well capitalized” under applicable bank regulations.

The foregoing description of the Series B Statement does not purport to be complete and is qualified in its entirety by the full text of the form of Series B Statement, a copy of which is filed as Exhibit D to Annex A hereto.

Warrants

Pursuant to the Purchase Agreement, at the Closing, the Company will issue the Warrants to the Purchasers. The Warrants are exercisable for $0.01 per share of Series B Preferred Stock at any time after their issuance, in whole or in part, following a “Triggering Event” and until the seventh anniversary of their date of issuance. A “Triggering Event” means (i) the Shareholder Approval is not obtained at the Special Meeting, or (ii) the Special Meeting to obtain Shareholder Approval is not held by March 1, 2024. In the event the Shareholder Approval is obtained at the Shareholders’ Meeting prior to March 1, 2024, the Warrants will terminate automatically and will become null and void.

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The Warrants are subject to adjustment from time to time upon the occurrence of certain events, including: (i) the Company declaring a dividend or making a distribution on its Series B Preferred Stock in shares of Series B Preferred Stock, or (ii) splitting, subdividing or reclassifying the outstanding shares of Series B Preferred Stock into a greater number of shares. If an adjustment to the exercise price results in a requirement to obtain shareholder approval, the Company will pay cash dividends on the Warrants in lieu of any such adjustment. If the Company declares a cash dividend, the holder of the Warrants will receive its pro rata portion of such dividend as if the Warrants had been exercised in full prior to the record date of such dividend in lieu of any such adjustment. If a merger, consolidation, or reorganization occurs, the Warrant becomes exercisable for the stock or other securities or assets of the Company, or any successor of the Company, that the warrantholder would have received if it had exercised the Warrant prior to the merger or other corporate event.

The foregoing description of the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Warrants, a copy of which is filed as Exhibit F to Annex A hereto.

Registration Rights Agreement

At the Closing, the Company has agreed to enter into a registration rights agreement with the Purchasers (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, following the request of the Purchasers, the Company is required to file a resale registration statement by no later than 30 months following the date of the Closing to register the resale of the Securities.

Pursuant to the Registration Rights Agreement, if the Company intends to file a registration statement covering a primary or secondary offering of any of its Common Stock, Series B Preferred Stock, or other securities, which is not a registration solely to implement an employee benefit plan pursuant to a registration statement on Form S-8 or a registration statement on Form S-4, the Company will promptly give written notice to the holders of the Securities of its intention to effect such a registration, and the Bank. Mr. Hill was previouslyCompany will effect the chairman, chief executive officer, and presidentregistration under the Securities Act of Commerce Bancorp, Inc. which he foundedall registrable securities that the holders request be included in 1973. Under his direction, Commerce Bank grew from one locationsuch registration.

At any time that a shelf registration statement is effective, if any Purchaser intends to sell any of its securities in Marlton, N.J.a shelf offering, then the Company has to more than 450 branches alongamend the east coastshelf registration statement to enable the securities to be sold under such shelf offering. The Company only has to undertake an underwritten offering if the expected gross proceeds exceed $20,000,000.

The foregoing description of the U.S.Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of Registration Rights Agreement, a copy of which is filed as Exhibit C to Annex A hereto and is incorporated herein by reference.

Voting Agreement

On October 27, 2023, each member of the Boards (consisting of Thomas X. Geisel, Peter B. Bartholow, Lisa Jacobs, Harry Madonna, Harris Wildstein, Benjamin C. Duster, IV, and Andrew Cohen) delivered to the Purchasers a voting agreement setting forth the terms and conditions by which such member of the Boards, in his or her capacity as a shareholder of the Company (the “Shareholder”), agrees to vote in favor of the Shareholder Approval (collectively, the “Voting Agreements”). Pursuant to each Voting Agreement, at the Special Meeting, the Shareholder agrees to: (i) cause such Shareholder’s shares to be counted as present for the purpose of establishing a quorum, (ii) vote such shares in favor of the Shareholder Approval, any other matter that is reasonably necessary to be approved to facilitate the Shareholder Approval, and any proposal to adjourn or postpone if there are not sufficient votes to obtain the Shareholder Approval, and (iii) vote the shares against any competing or inconsistent proposal with over $50 billionthe Shareholder Approval and any proposal that could interfere with the Shareholder Approval.

Rights Offering

Following closing of the Private Placement, and subject to the Company being current in assets before its SEC reporting, the Company may consider conducting a rights offering that will allow the Company’s shareholders, other than the Company’s directors and officers, to purchase shares of Common Stock.

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Factors Considered by the Company’s Board of Directors in Recommending Proposals 1, 2 and 3

The Company’s board of directors unanimously recommends that shareholders, at the special meeting, approve each of Proposals 1, 2 and 3 herein, which are the subjects of the Shareholder Approval that the Company is required to obtain under the Purchase Agreement.

Among the factors considered by the Company’s board of directors in approving and recommending Proposals 1, 2 and 3 to the shareholders were: (i) the Company’s capital and liquidity needs, (ii) the lack of alternative financing options available to the Company, and (iii) the requirement in the Purchase Agreement that the Company to obtain the Shareholder Approval and the protective provisions for the Purchasers as set forth below (the “Protective Provisions”) that would be triggered upon a Triggering Event (i.e., the Company’s failure to obtain the Shareholder Approval or the failure to hold the Special Meeting by March 1, 2024) as described above and further discussed below (collectively, the “Protective Provisions”).

The Protective Provisions include, among other things, the following:

The Protective Provisions were required for the Purchasers to be comfortable with reinventingtaking on the concept of American banking. His book titled “Fans Not Customers: How to Create Growth Companiesrisk that the Shareholder Approval might not be obtained or obtained in a No Growth Worldtimely fashion and the resulting disadvantage to their investment. The Protective Provisions also serve to encourage our existing shareholders to vote to approve the requisite matters.

These Protective Provisions would come into effect only if the Shareholder Approval is not obtained. As such, the Company’s board of directors believes that it would be in the Company’s and its shareholders’ best interests to prevent any Triggering Event and therefore unanimously recommends that shareholders approve each of Proposals 1, 2 and 3.

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PROPOSAL 1

APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 100,000,000 TO 3,000,000,000

At the Special Meeting, shareholders will be asked to vote upon a proposal to approve an amendment to the Articles of Incorporation to increase the authorized number of shares of Common Stock from 100,000,000 to 3,000,000,000. The Company’s board of directors has approved the proposed amendment and is submitting it to a vote of the shareholders, together with its unanimous recommendation that the proposed amendment be approved.

Currently, the Company is authorized to issue 100,000,000 shares of Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). As of January 23, 2024, 70,928,985 shares of the Company’s Common Stock were issued and outstanding, 5,000,000 shares were reserved for issuance under the Company’s equity compensation plans, and 5,864,792 shares were reserved for issuance upon conversion of certain convertible securities, including the Company’s 7.00% Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”). As a result, only 18,206,223 shares of Common Stock were authorized, unissued and unreserved. As of January 23, 2024, 703,775 shares of Preferred Stock (consisting of Series A Preferred Stock) were issued and outstanding.

The proposed amendment would affect the increase in the authorized shares of Common Stock by amending Article V, Paragraph A of the Company’s Articles of Incorporation to read, as set forth in full:

“A. 3,000,000,000 shares of Common Stock with a par value of $.01 per share.”

In connection with the Closing of the Private Placement, the Company will issue 8,715,000 shares of Common Stock and 691,285 shares of Series B Preferred Stock, which will be, either directly or through exchange for Series B-1 Preferred Stock first, convertible into 691,285,000 shares of Common Stock. In addition, the Purchasers will also receive the Warrants, exercisable under certain circumstances, to purchase 105,000 shares of Series B Preferred Stock, which will be convertible into 105,000,000 shares of Common Stock. Please refer to “Background for Proposals 1, 2 and 3” for a discussion of the Private Placement.

After taking into account the shares of Common Stock to be issued (i) under the Company’s equity compensation plans (including upon exercise of outstanding stock options), (ii) upon conversion of the Company’s [existing convertible securities (including [Series A Preferred Stock])], and (iii) at the Closing of the Private Placement, the Company currently does not have sufficient shares of Common Stock authorized to effectuate the issuance of Common Stock upon conversion of the convertible securities to be issued in connection with the Private Placement (consisting of Series B Preferred Stock and Series B-1 Preferred Stock), and/or upon exercise of the Warrants to be issued in connection with the Private Placement.

Proposal 1 is being proposed because (i) an increase in the number of shares of Common Stock is necessary to effectuate the issuance of Common Stock upon the conversion of Series B Preferred Stock and Series B-1 Preferred Stock, and/or upon exercise of the Warrants, or the issuance of additional shares of Common Stock to additional purchasers pursuant to the terms as set forth in the Purchase Agreement, and because (ii) the Company’s board of directors believes that it is advisable to have a greater number of authorized but unissued shares of Common Stock available for various corporate initiatives and general corporate purposes. The Company intends to issue additional shares of Common Stock or securities convertible into shares of Common Stock, such as the Series B Preferred Stock and Series B-1 Preferred Stock, pursuant to additional private placements as contemplated in the Securities Purchase Agreement. In addition to these contemplated private placements, the Company from time to time may consider public or private financings to provide the Company with capital, which may involve further issuances of additional shares of Common Stock or securities convertible into shares of Common Stock, such as the Series B Preferred Stock and Series B-1 Preferred Stock. The Company may also consider acquisitions or other business transactions that may require the issuance of Common Stock or securities convertible into shares of Common Stock. Also, additional shares of Common Stock may be necessary to meet anticipated future obligations under the Company’s equity compensation plans or upon conversion of the Company’s convertible securities, either existing or to be issued. The Company’s board of directors believes that having the authority to issue additional shares of Common Stock will avoid the possible delay and significant expense of calling and holding a special meeting of shareholders to increase the number of authorized shares of Common Stock.

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The Company has no present agreement or understanding involving the issuance of Common Stock except for issuances of Common Stock:

An increase in the number of authorized shares of Common Stock is required to permit the Company to meet these obligations and carry out various corporate initiatives or for general corporate purposes otherwise.

If Proposal 1 is approved, the Company’s board of directors will not solicit shareholder approval to issue additional authorized shares of Common Stock, except as otherwise solicited pursuant to this proxy statement or to the extent that such approval may be required by law (via proxy solicitation or otherwise), and such shares may be issued for such consideration, cash or otherwise, at such times and in such amounts as the Company’s board of directors may determine. The holders of Common Stock do not have preemptive rights to subscribe to additional securities that may be issued by the Company, which means that the Company’s current shareholders do not have a prior right to purchase any new issuance of Common Stock in order to maintain their proportionate ownership of the Common Stock. Such new issuance of Common Stock could result in a significant dilution of the voting rights and the shareholders’ equity of the existing shareholders and may adversely affect the market price for the Common Stock. In particular, if Proposal 2 is also approved, the voting rights of all Common Stock of the Company acquired by the Purchasers or otherwise owned by the Purchasers or any of their respective affiliates that could be considered “control shares” under Subchapter 25G of the PBCL will be restored. As a result, after the Closing of the Private Placement, the Purchasers and their affiliates will beneficially own and be entitled to vote [_]% of the Common Stock (assuming all shares of Series B Preferred Stock and Series B-1 Preferred Stock that would then be outstanding are converted into Common Stock).

The proposed amendment creates a risk that current holders of Common Stock will see the value of its shares diluted through the issuance of additional authorized but currently unissued shares of Common Stock. For example, the current net tangible book value per share of Common Stock would be diluted if additional shares are issued without an increase in the net book value of the assets of the Company, such as issuance of Common Stock upon conversion of the Series B Preferred Stock or Series B-1 Preferred Stock. The current book value of shares of Common Stock held by existing shareholders might not be maintained in the event additional shares of Common Stock are issued.

While the Company has no present agreement or understanding involving the issuance of Common Stock except for those listed above, if an opportunity should present itself, the Company may issue shares of common stock in connection with a financing or otherwise.

As described above, the Company is obligated to seek the shareholders’ approval for this Proposal 1 pursuant to the terms of the Private Placement and, if this Proposal 1 is not obtained, certain protective provisions for the Purchasers will trigger as described more fully in “Background for Proposals 1, 2 and 3—Factors Considered by the Company’s Board of Directors in Recommending Proposals 1, 2 and 3.”

Required Vote and the Company’s Board of Directors’ Recommendation

Pursuant to the Articles of Incorporation, Proposal 1 to amend the Articles of Incorporation to increase the authorized number of shares of Common Stock will be approved if at least sixty percent (60%) of the votes entitled to be cast are voted FOR the proposal. Because the vote necessary for approval is based on the concept that it is betternumber of votes entitled to have fans rather than customersbe cast, and that businesses should competenot the number of actual votes cast at the Special Meeting, abstentions and broker non-votes will effectively be votes against the proposal to increase the authorized number of shares of Common Stock. All proxies will be voted “FOR” approval of this proposal unless a shareholder specifies to the contrary on service insteadsuch shareholder’s proxy card.

Please refer to “Background for Proposals 1, 2 and 3 – Voting Agreement” for a discussion of price. Mr. Hill was also the chairmanVoting Agreement delivered by each member of the Company’s board of directors to the Purchasers setting forth the terms and founder of Metro Bankconditions by which such member, in the U.K., Britain’s first new High Street bank in over 100 years, from 2010 until 2019. He also ishis or her capacity as a partner in a real estate development firm which has developed numerous shopping centers and retail locations. Mr. Hill’s experience in banking for over forty-five years provides the Company and the Bank with leadership skills and knowledge required to successfully operate and grow financial institutions. His experience in real estate and other businesses also offers the board valuable insight to execute its expansion strategy. Further, as the chairman and chief executive officershareholder of the Company, and the Bank, Mr. Hill acts as the liaison between the boardagrees to vote in favor of directors and the management team and assists the board in its oversight of the Company and the Bank.

Proposal 1.

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THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF OUR NOMINEES“FOR” THIS AMENDMENT TO THE BOARDARTICLES OF DIRECTORSINCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK. IF THE SHAREHOLDERS DO NOT APPROVE PROPOSAL 1, CERTAIN PROTECTIVE PROVISIONS OF THE PURCHASE AGREEMENT WILL BE TRIGGERED, INCLUDING THAT: (I) THE DIVIDEND RATE ON SERIES B PREFERRED STOCK WILL INCREASE TO 12%, (II) THE DIVIDENDS ON A PORTION OF SERIES B-1 PREFERRED STOCK, FOR WHICH THE SERIES B PREFERRED STOCK MAY BE EXCHANGED FOR UPON CERTAIN EVENTS, MAY BECOME CUMULATIVE, (III) UPON A SALE OF THE COMPANY OR OTHER LIQUIDATION EVENT, THE PURCHASERS WILL RECEIVE TWO TIMES THE LIQUIDATION AMOUNT OF THE SERIES B PREFERRED STOCK, AND (IV) THE PURCHASERS’ WARRANTS TO SERVE UNTIL THE 2024 ANNUAL MEETINGACQUIRE 105,000 ADDITIONAL SHARES OF SHAREHOLDERS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED.

BOARD OF DIRECTORS AND COMMITTEES

Director IndependenceSERIES B PREFERRED STOCK FOR $0.01 PER SHARE WILL BECOME EXERCISABLE.

The Company’s common stock is listed on the NASDAQ Global Market and the Company’s board of directors has determined the independence of the members of its board and committees under the NASDAQ listing standards. 18

PROPOSAL 2

APPROVAL OF RESTORATION OF VOTING RIGHTS ON SHARES OF COMMON STOCK ACQUIRED OR OTHERWISE OWNED BY PURCHASERS AND THEIR AFFILIATES

The Company’s board of directors determinedbelieves that under these standards Messrs. Cohen, Flocco, Spevak, Tierney, Wildstein and Ms. Jacobs, constituting a majority of the members of the Company’s board of directors, are independent, and that all of the members of the audit, nominating and governance, and compensation committees are independent (as defined under the applicable SEC rules and the listing standards of NASDAQ). The Company’s only directors who were determined to not be independent were Mr. Madonna and Mr. Hill.

The board does not have a policy regarding the separation of the roles of chief executive officer and chairman of the board as the board believes it is in the best interests of the Company and its shareholders to make that determination based onrestore voting rights as provided pursuant to Subchapter 25G of the position and directionPBCL for all Common Stock of the Company andacquired by the membershipPurchasers or otherwise owned by the Purchasers or any of their respective affiliates which could be considered “control shares” under Subchapter 25G of the board. Accordingly,PBCL. As used herein, “affiliate” means, with respect to any Purchaser, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Purchaser, as such terms are used in and construed under Rule 405 under the board periodically reviews its leadership structure.

In December 2016, the board elected Vernon W. Hill, II as a director and appointed Mr. Hill chairman of the board of directors. Given Mr. Hill’s extensive background in the financial services industry and his status as a significant shareholder of the Company, the board believed that Mr. Hill’s appointment as Chairman was in the best interest of the Company and its shareholders. Harry D. Madonna continued to serve in the role of Chief Executive Officer and President of the Company. The role of chairman and chief executive officer remained separate from 2016 through the beginning of 2021, as the Company initiated its aggressive growth and expansion strategy. The separation of roles allowed for Mr. Madonna to focus on the day-to-day leadership required for execution of the strategy, while Mr. Hill focused on strengthening the franchise and increasing overall shareholder value.

In February 2021, Mr. Hill was named to the additional role of chief executive officer. The board believes that this leadership structure is appropriate for the Company moving forward, in that the combined role of chairman of the board and chief executive officer promotes unified leadership and direction for the Company, allowing for a single, clear focus for management to execute the Company’s strategy and business plan. The board also believes that the Company’s chief executive officer is best situated to serve as chairman of the board because of his familiar knowledge of the Company’s business and industry, and is best positioned to effectively identify strategic priorities and lead the execution of corporate strategy. Independent directors and management have different views and roles in the development of a strategic plan. The Company’s independent directors bring experience, oversight and expertise from outside the Company and often the industry, while the chief executive officer brings Company-specific and industry-specific experience and expertise.

We have a relatively small board, a majority of which is independent under Nasdaq listing standards. Each independent director has direct access to our chairman of the board and chief executive officer, as well as to our president and other members of the senior management team. The independent directors are also given the option at every board meeting to meet in executive session without management present.

The board oversees the Company’s risk management, satisfying itself that our risk management practices are consistent with our corporate strategy and are functioning appropriately. While a degree of risk is inherent in any business activity, the board strives to ensure that risk management is incorporated into the Company’s culture, and to foster risk-aware and risk-adjusted decision-making throughout the organization. We believe our risk management processes are set up to bring to the board’s attention our material risks and permit the board to understand and evaluate how those risks interrelate and how management addresses them.

Our board performs its risk oversight function in several ways. The board establishes standards for risk management by approving policies that address and mitigate the Company’s most material risks. These include policies addressing credit risk, interest rate risk, capital risk, and liquidity risk, as well as Bank Secrecy Act/Anti-Money Laundering compliance. The board also monitors, reviews, and reacts to our risks through various reports presented by management, internal and external auditors, and regulatory examiners. The board conducts certain risk oversight activities through its various committees which have direct oversight over specific functional areas. Our asset/liability committee, or ALCO, is also comprised of directors and members of senior management and has primary responsibility for risks associated with our exposure to fluctuations in interest rates and our liquidity needs. Our audit committee is responsible for risks associated with our financial reporting and internal controls, and our compensation committee is responsible for risks associated with our compensation practices. Notwithstanding that each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board is regularly informed through committee reports about such risks.

Meetings of the Board and Attendance

Securities Act.

The Company’s board of directors met on eight occasions during 2020. Allhas unanimously approved this proposal and unanimously recommends that shareholders approve this proposal. Please refer to “Background for Proposals 1, 2 and 3” for a discussion of the directors attendedPrivate Placement.

Pennsylvania Law

Subchapter 25G of the PBCL provides that a person who acquires 20% or more, 33¹/₃% or more, or 50% or more (the “Control Share Thresholds”) of the voting power of a corporation for the first time loses the right to vote those “control” shares unless and until its voting rights are restored by a resolution approved by a vote of the shareholders. Such resolution must be approved by: (i) a majority of all voting shares of such corporation and (ii) a majority of the disinterested voting shares of such corporation.

Transactions Prior to Private Placement

The information in this section is derived from the Schedule 13D and amendments filed by the Purchasers and their affiliates with the SEC.

General American Capital, LLC (the “Initial Acquiror”) is a wholly-owned subsidiary of a trust administered and disposed of by Philip A. Norcross, Susan D. Hudson, Geoffrey B. Hudson and Rose M. Guida, who are the trustees (each, a “Trustee” and, collectively, the “Trustees”) of the Avery Conner Capital Trust, under the same terms of indenture and for the benefit of the same beneficiaries as those of the Avery Conner Capital Trust. From December 1, 2021 until December 17, 2021, the Initial Acquiror acquired 2,950,000 shares of Common Stock (the “Initial Shares”) through a broker on the open market.

On January 26, 2022, the Initial Shares were transferred from the Initial Acquiror to the Avery Conner Capital Trust for no additional consideration, following which the Initial Acquiror ceased to hold any shares of Common Stock. From January 27 to June 30, 2022, the Avery Conner Capital Trust acquired 1,774,662 shares of Common Stock through a broker on the open market. On July 12, 2023, the Avery Conner Capital Trust made a distribution in kind for no additional consideration of 4,724,662 shares of Common Stock to Alessandra T. Norcross and Alexander S. Norcross. On August 7 and August 8, 2023, Alessandra T. Norcross and Alexander S. Norcross acquired 252,450 shares of Common Stock through a broker on the open market for a total ownership of 2,614,781 shares of Common Stock.

From January 20, 2022 until August 7, 2023, George E. Norcross, III acquired 746,122 shares of Common Stock through a broker on the open market.

From November 16, 2021 until August 8, 2023, Philip A. Norcross acquired 497,000 shares of Common Stock through a broker on the open market.

From January 26, 2022 until August 8, 2023, Gregory B. Braca acquired 511,659 shares of Common Stock through a broker on the open market.

As of [ ], 2024, the Purchasers beneficially own 9,733,628 shares of Common Stock in the aggregate, which includes 2,749,285 shares over which each of the Purchasers has shared voting power in connection with the Voting Agreements, representing approximately 13.8% of the outstanding shares of Common Stock.

Private Placement

In connection with the Closing of the Private Placement, the Company will issue 8,715,000 shares of Common Stock and 691,285 shares of Series B Preferred Stock, which will be, either directly or through exchange

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for Series B-1 Preferred Stock first, convertible into 691,285,000 shares of Common Stock. In addition, the Purchasers will also receive the Warrants, exercisable under certain circumstances, to purchase 105,000 shares of Series B Preferred Stock, which will be convertible into 105,000,000 shares of Common Stock. Please refer to “Background for Proposals 1, 2 and 3” for a discussion of the Private Placement.

The shares of Common Stock issued or issuable in connection with the Private Placement will cause the Purchasers and their affiliates to cross a Control Share Threshold. Therefore, the shares of Common Stock issuable to the Purchasers and their affiliates at the Closing of the Private Placement and upon conversion of Series B Preferred Stock (including Series B Preferred Stock issued upon exercise of the Warrants) and Series B-1 Preferred Stock, if issued, will not be entitled to vote on any matters if shareholders do not approve this proposal.

Voting Standards

The affirmative vote of at least 75%a majority of all voting shares of the meetingsCompany, which consist of the boardCommon Stock, and a majority of the committees of which they were members. The average attendance rate for all meetingsdisinterested voting shares of the Company is necessary to grant and restore voting rights to all shares of Common Stock acquired by the Purchasers or otherwise owned by the Purchasers or any of their respective affiliates. The shares of Common Stock acquired by the Purchasers or otherwise owned by the Purchasers or any of their respective affiliates include:

As stated above, the affirmative vote of at least a majority of the “disinterested voting shares” of the Company is necessary to approve this proposal. For purposes of this vote, “disinterested voting shares” do not include any voting shares beneficially owned by the Purchasers or their affiliates or any executive officers or directors of the Company. With respect to this vote, only [ ] shares of Common Stock will be eligible to vote.

Please refer to “Background for Proposals 1, 2 and 3 – Voting Agreement” for a discussion of the Voting Agreement delivered by each member of the Company’s board of director to the Purchasers setting forth the terms and conditions by which such member, in his or her capacity as a shareholder of the Company, agrees to vote in favor of the Shareholder Approval.

Effect of Proposal to Restore Voting Rights

If the voting rights are restored on all shares of Common Stock described above, following the Closing of the Private Placement, the Company’s receipt of the Shareholder Approval and the filing of an amendment to the Articles of Incorporation to authorize an increase in the number of authorized shares of Common Stock, the Purchasers and their affiliates will beneficially own and be entitled to vote [ ]% of the Common Stock of the Company (assuming all shares of Series B Preferred Stock and Series B-1 Preferred Stock that would then be outstanding are converted into Common Stock) and the Purchasers may, therefore, be deemed to control the Company’s board of directors, its management and its committees was 99% during 2020. Whileoperations under Subchapter 25G of PBCL.

The Purchasers would be disadvantaged in their ability to fully recognize the benefit of their investment should they lose the right to vote those “control” shares pursuant to Subchapter 25G of PBCL. As such, the Company doesis obligated to seek the shareholders’ approval for this Proposal 2 and, if this Proposal 2 is not haveobtained, certain protective provisions for the Purchasers will trigger as described more fully in “Background for Proposals 1, 2 and 3—Factors Considered by the Company’s Board of Directors in Recommending Proposals 1, 2 and 3.”

Required Vote and the Company’s Board of Directors’ Recommendation

The affirmative vote of at least (i) a formal policy on director attendance at annual meetingsmajority of shareholders, all directors are encouraged to attend the meeting. In 2020, allshares of Common Stock and (ii) a majority of the directors were presentdisinterested shares of Common Stock is required to approve this proposal. Because the vote necessary for approval is based on the number of votes entitled to be cast, and not the number of actual votes cast at the annual meetingSpecial Meeting, abstentions and broker non-votes will effectively be votes against this proposal. All proxies will be voted “FOR” approval of shareholders.this proposal unless a shareholder specifies to the contrary on such shareholder’s proxy card.

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Please refer to “Background for Proposals 1, 2 and 3 – Voting Agreement” for a discussion of the Voting Agreement delivered by each member of the Company’s board of directors to the Purchasers setting forth the terms and conditions by which such member, in his or her capacity as a shareholder of the Company, agrees to vote in favor of Proposal 2.

Board CommitteesTHE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RESTORATION OF VOTING RIGHTS WITH RESPECT TO ALL COMMON STOCK ACQUIRED BY THE PURCHASERS OR OTHERWISE OWNED BY THE PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. IF THE SHAREHOLDERS DO NOT APPROVE PROPOSAL 2, CERTAIN PROTECTIVE PROVISIONS OF THE PURCHASE AGREEMENT WILL BE TRIGGERED, INCLUDING THAT: (I) THE DIVIDEND RATE ON SERIES B PREFERRED STOCK WILL INCREASE TO 12%, (II) THE DIVIDENDS ON A PORTION OF SERIES B-1 PREFERRED STOCK, FOR WHICH THE SERIES B PREFERRED STOCK MAY BE EXCHANGED FOR UPON CERTAIN EVENTS, MAY BECOME CUMULATIVE, (III) UPON A SALE OF THE COMPANY OR OTHER LIQUIDATION EVENT, THE PURCHASERS WILL RECEIVE TWO TIMES THE LIQUIDATION AMOUNT OF THE SERIES B PREFERRED STOCK, AND (IV) THE PURCHASERS’ WARRANTS TO ACQUIRE 105,000 ADDITIONAL SHARES OF SERIES B PREFERRED STOCK FOR $0.01 PER SHARE WILL BECOME EXERCISABLE.

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PROPOSAL 3

APPROVAL OF ACQUISITION AND DISPOSITION OF EQUITY SECURITIES OF THE COMPANY BY PURCHASERS OR THEIR AFFILIATES

The Company’s board of directors conducts much of its business through committees, including a standing audit committee, nominating and governance committee, and compensation committee. Each of these committees operate under a charter which can be found onbelieves that it is in the Company’s website at www.myrepublicbank.com under the “Investor Relations” section.

Audit Committee

The board of directorsbest interests of the Company has designated a standing audit committee, currently consistingand its shareholders to approve the acquisition of Messrs. Flocco (chair), Spevak and Wildstein. All membersequity securities of the audit committee are independent as defined underCompany by the applicable SEC rulesPurchasers or any of their respective affiliates and the listing standardsdisposition of NASDAQ, includingany equity security of the independence criteria applicableCompany now or hereafter owned by the Purchasers or any of their respective affiliates, in each case for purposes of Subchapter 25H of the PBCL, so that the profits from sales of such equity securities of the Company realized by the Purchasers or their affiliates will not be subject to audit committee members. recovery by the Company.

The Company’s board of directors has determinedunanimously approved this proposal and unanimously recommends that shareholders approve this proposal. Please refer to “Background for Proposals 1, 2 and 3” for a discussion of the Private Placement.

Pennsylvania Law

Subchapter 25H of the PBCL provides in certain circumstances for the recovery by the corporation of profits realized from the sale of its equity securities by a controlling person or group if the sale occurs within 18 months after the controlling person or group became a controlling person or group, and the equity securities were acquired during such 18-month period or within 24 months before such period. A controlling person or group is a person or group that has acquired, offered to acquire, or publicly disclosed an intention to acquire 20% or more of the voting shares of the corporation. Among other exceptions, Subchapter 25H of PBCL does not apply to transactions approved by both Mr. Floccothe board of directors and Mr. Spevak qualifythe shareholders prior to the acquisition or disposition, as audit committee financial experts, as defined in SEC rulesappropriate.

Private Placement

In connection with the Closing of the Private Placement, the Company will issue 8,715,000 shares of Common Stock and regulations.

691,285 shares of Series B Preferred Stock, which will be, either directly or through exchange for Series B-1 Preferred Stock first, convertible into 691,285,000 shares of Common Stock. In addition, the Purchasers will also receive the Warrants, exercisable under certain circumstances, to purchase 105,000 shares of Series B Preferred Stock, which will be convertible into 105,000,000 shares of Common Stock. Please refer to “Background for Proposals 1, 2 and 3” for a discussion of the Private Placement.

The audit committee held nine meetings during 2020,shares of Common Stock issued or issuable in connection with the Private Placement above will cause the Purchasers and it operates under a written chartertheir affiliates to reach the 20% threshold described above. The Company’s board of directors approved the acquisition of equity securities of the Company by the board. The responsibilitiesPurchasers or any of their respective affiliates and the disposition of any equity security of the audit committee areCompany now or hereafter owned by the Purchasers or any of their respective affiliates, in each case for purposes of Subchapter 25H of the PBCL. However, if shareholders do not approve this proposal, the profits realized from the sale of the equity securities of the Company by the Purchasers and their affiliates during the applicable statutory period will remain subject to among others:

recovery by the Company.

Audit Committee ReportPurpose of Acquisition and Disposition of Equity Securities of the Company by Purchasers and Their Affiliates

The Purchasers have no present intention to sell any equity securities of the Company they now own or will acquire in connection with the Private Placement. However, the Purchasers would be disadvantaged in their ability to fully recognize the benefit of their investment should any such future sales be subject to the disgorgement provisions in Subchapter 25H of PBCL. As such, the Company is obligated to seek the shareholders’ approval for this Proposal 3 and, if this Proposal 3 is not obtained, certain protective provisions for the Purchasers will trigger as described more fully in “Background for Proposals 1, 2 and 3—Factors Considered by the Company’s Board of Directors in Recommending Proposals 1, 2 and 3.”

Required Vote and the Company’s Board of Directors’ Recommendation

The affirmative vote of at least a majority of all shares of Common Stock is required to approve this proposal. Because the vote necessary for approval is based on the number of votes entitled to be cast, and not the number of actual votes cast at the Special Meeting, abstentions and broker non-votes will effectively be votes against this proposal. All proxies will be voted “FOR” approval of this proposal unless a shareholder specifies to the contrary on such shareholder’s proxy card.

The audit committee22

Please refer to “Background for Proposals 1, 2 and 3 – Voting Agreement” for a discussion of the Voting Agreement delivered by each member of the Company’s board of directors is responsible for providing independent, objective oversight ofto the Company’s accounting functionsPurchasers setting forth the terms and internal controls. Management is responsible for the Company’s internal controls and financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statementsconditions by which such member, in accordance with generally accepted auditing standards and to issuehis or her capacity as a report thereon. The audit committee’s responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the audit committee has reviewed and discussed the audited consolidated financial statementsshareholder of the Company, at and for the year ended December 31, 2020, with management and the Company’s independent auditor. As required by the standardsagrees to vote in favor of the Public Company Accounting Oversight Board (“PCAOB”), the audit committee discussed with BDO USA, LLP (“BDO”), the Company’s independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 1301 “Communication with Audit Committees,” issued by the PCAOB. The audit committee has received the written disclosures and the letter from BDO required by applicable requirements of the PCAOB regarding its communications with the audit committee concerning BDO’s independence and has discussed with BDO its independence.

Based upon the audit committee’s review and discussions with management and the independent registered public accounting firm referred to above, the audit committee recommended to the board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2020, for filing with the Securities and Exchange Commission.

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, that might incorporate future filings, including this proxy statement, in whole or in part, the preceding Audit Committee Report shall not be incorporated by reference into any such filings nor shall it be deemed to be soliciting material or deemed to be filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.

Compensation Committee

The board of directors of the Company has designated a standing compensation committee, currently consisting of Messrs. Spevak (chair) and Flocco and Ms. Jacobs. The compensation committee operates under a written charter approved by the board. The charter provides, among other things, that the compensation committee be comprised of at least three members.

All members of the compensation committee have been determined by the board to be independent under NASDAQ listing standards, “non‑employee directors,” as defined in SEC Rule 16b‑Proposal 3. The compensation committee held twelve meetings in 2020. The compensation committee’s responsibilities include, among others, the following:

Compensation Processes and Procedures

The compensation committee meets at such times as it determines to be necessary or appropriate, but not less than once a year. The compensation committee has the authority to establish the compensation of the chief executive officer and other executive officers of the Company and the Bank and may not delegate such authority, except to a sub‑committee. The chief executive officer has the responsibility for proposing the amount and form of compensation of the other executive officers of the Company and the Bank and the compensation committee consults with the chief executive officer on such matters.

The compensation committee is also responsible for periodically reviewing the amount and form of director compensation paid to non‑employee directors. The compensation committee recommends proposed changes in director compensation to the board as appropriate, from time to time, and any changes in director compensation are approved by the board.

Nominating and Governance Committee

The board of directors of the Company has designated a standing nominating and governance committee, currently consisting of Messrs. Wildstein (chair), Cohen, Spevak and Tierney. All members of the nominating and governance committee have been determined by the board to be independent under NASDAQ listing standards. The nominating and governance committee operates under a written charter approved by the board. This committee held one meeting in 2020.

In addition to the responsibilities described below, with regard to overseeing the selection and recommendation of board nominees, the nominating and governance committee’s responsibilities include, among other things, the following:

The nominating and governance committee also oversees the composition and operation of the Company’s board, including identifying individuals qualified to become board members, recommending to the board director nominees for the annual meetings of shareholders, and filling vacancies occurring between annual shareholder meetings. It identifies director candidates by considering the recommendations of the Company’s directors, executive officers and shareholders, as well as those of experts and consultants of the Company. The nominating and governance committee evaluates candidates it has identified or who have been recommended to it based on the selection criteria provided in the nominating and governance committee charter and other criteria deemed relevant by the nominating and governance committee, including each candidate’s background and experience, the candidate’s ability to understand the business, financial affairs and complexities of the Company and the Company’s business, the candidate’s willingness and ability to spend the necessary time required to function effectively as a director, the candidate’s open-minded approach to matters and the resolve to independently analyze matters presented for consideration, as well as the candidate’s ability to act in the best interest of the Company’s shareholders, and the candidate’s reputation for honesty and integrity.

While the nominating and corporate governance committee does not have a formal policy regarding director diversity, it believes that the directors should encompass a range of experience, viewpoints, qualifications, attributes and skills in order to provide sound and prudent guidance to the Company’s management. The nominating and corporate governance committee considers diversity in connection with its review of each potential director candidate and is satisfied that the current composition of the board of directors reflects its commitment to diversity. The nominating and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.

The nominating and governance committee evaluates director candidates recommended by shareholders in the same manner that it evaluates other director candidates. The procedures for shareholders to recommend director candidates are described under the heading “Shareholder Proposals and Nominations for the 2022 Annual Meeting”.

Shareholder CommunicationsTHE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ACQUISITION OF EQUITY SECURITIES OF THE COMPANY BY THE PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES AND THE DISPOSITION OF ANY EQUITY SECURITY OF THE COMPANY NOW OR HEREAFTER OWNED BY THE PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES, IN EACH CASE FOR PURPOSES OF SUBCHAPTER 25H OF THE PBCL. IF THE SHAREHOLDERS DO NOT APPROVE PROPOSAL 3, CERTAIN PROTECTIVE PROVISIONS OF THE PURCHASE AGREEMENT WILL BE TRIGGERED, INCLUDING THAT: (I) THE DIVIDEND RATE ON SERIES B PREFERRED STOCK WILL INCREASE TO 12%, (II) THE DIVIDENDS ON A PORTION OF SERIES B-1 PREFERRED STOCK, FOR WHICH THE SERIES B PREFERRED STOCK MAY BE EXCHANGED FOR UPON CERTAIN EVENTS, MAY BECOME CUMULATIVE, (III) UPON A SALE OF THE COMPANY OR OTHER LIQUIDATION EVENT, THE PURCHASERS WILL RECEIVE TWO TIMES THE LIQUIDATION AMOUNT OF THE SERIES B PREFERRED STOCK, AND (IV) THE PURCHASERS’ WARRANTS TO ACQUIRE 105,000 ADDITIONAL SHARES OF SERIES B PREFERRED STOCK FOR $0.01 PER SHARE WILL BECOME EXERCISABLE.

Any shareholder may communicate with our board, or any individual member or members of the board, by directing his, her or its communication to Kemma Brown, Corporate Secretary, Republic First Bancorp, Inc., Two Liberty Place, 50 South 16th Street, Suite 2400, Philadelphia, PA 19102, together with a request to forward the communication to the intended recipient or recipients. In general, all shareholder communications delivered to the corporate secretary for forwarding to the board or specified board members will be forwarded in accordance with the shareholder’s instructions. The corporate secretary, however, may not forward any abusive, threatening or otherwise inappropriate materials.23

EXECUTIVE OFFICERS AND COMPENSATION

Executive Officers

The following sets forth certain information regarding the current executive officers of the Company and the Bank. Additional information pertaining to Vernon W. Hill, II, who is an executive officer of the Company and the Bank and also a director of the Company and the Bank, may be found in the section entitled “Proposal 1 ‑ Election of Directors.”

Vernon W. Hill, II, 75, has been a director and chairman of the Company since 2016. He was named to the additional roles of chief executive officer of the Company and the Bank and chairman of the Bank in February 2021. Mr. Hill was previously the chairman, chief executive officer and president of Commerce Bancorp, Inc. which he founded in 1973. He was also the chairman and founder of Metro Bank in the U.K. from 2010 until 2019. Metro Bank is Britain’s first new High Street bank opened in more than one hundred years.

Frank A. Cavallaro, 52, has been an executive vice president and chief financial officer of the Company and the Bank since February 2012. Mr. Cavallaro had been a senior vice president and chief financial officer of the Company and the Bank since August 31, 2009. Prior to joining the Company, Mr. Cavallaro, served as a vice president in the finance department for Commerce Bank, N.A. and its successor TD Bank, N.A. from September 1997 to August 2009. Mr. Cavallaro, a certified public accountant, has more than twenty-three years of experience in the financial services industry and, prior to that, three years of experience in public accounting with Ernst & Young LLP.

Andrew J. Logue, 63, has been president and chief operating officer of the Bank since May 2010. Mr. Logue had been executive vice president and chief operating officer of the Bank since August 20, 2008. Prior to joining the Bank, Mr. Logue, served as senior vice president/enterprise risk management for Commerce Bank, N.A. and its successor TD Bank, N.A. from March 1991 to August 2008. Mr. Logue served in various functions during his tenure at Commerce Bank, N.A.

Jay M. Neilon, 67, has been an executive vice president and chief credit officer of the Bank since February 2012. Mr. Neilon had been a senior vice president and chief credit officer of the Bank since December 31, 2008. Prior to joining the Bank, Mr. Neilon, served as senior credit officer for Commerce Bank, N.A. and its successor TD Bank, N.A. from July 1992 to December 2008. Prior to Commerce Bank, N.A., Mr. Neilon held various credit and lending positions with Fidelity Bank, Philadelphia, PA from September 1976 to July 1992.

Tracie A. Young, 51, has been an executive vice president and chief risk officer of the Bank since February 2015. Ms. Young had been a senior vice president and chief risk officer of the Bank since her initial date of hire on April 26, 2010. Ms. Young has over 30 years of experience in the areas of risk management and compliance for financial institutions. Prior to joining the Bank, Ms. Young served in various internal audit, compliance and risk management roles for Harleysville National Bank and Trust Company from 1992 to 2010 including the Director of Risk Management and Director of Internal Audit positions.

Compensation Discussion and Analysis

Overview of the Executive Compensation Program. The primary objective of the Company is to maximize shareholder value through the development and enhancement of its business operations. Our executive compensation program includes a number of fixed and variable compensation and benefit components typical of programs among comparable community banking and financial services companies in our local and regional marketplace. The program seeks to provide participating executives with an industry-competitive level of total compensation.

Our named executive officers receive from the Company a combination of base salary, health and welfare benefits, bonus compensation, long-term incentive compensation in the form of stock option, restricted stock or stock unit awards, and other perquisites.

Compensation Philosophy and Program Objectives. We believe that the compensation program for executives should directly support the achievement of annual, longer-term and strategic goals of the business, and, thereby, align the interests of executives with the interests of our shareholders.

We believe the current program provides sufficient levels of fixed income, in the forms of base salary and health and welfare benefits, to attract high caliber executive talent to the organization. We believe it also provides competitive annual bonus and longer-term incentive opportunities to encourage performance and to reward the successful efforts of executives.

The incentive opportunities are based on an executive’s role in our organization, individual performance and overall Company performance, maintaining a compensation program that is competitive in our industry and markets, and other factors. Our current program contains certain compensation features, provided on a selective basis, to encourage retention through long-term wealth accumulation opportunities and to assure transition support in the event of substantial organization or ownership change. These provisions are designed to support retention of good performers by the organization.

We believe that the features and composition of the current program are consistent with practices of other comparable community banking and financial services organizations in our marketplace and that the program balances the need for competitive pay opportunities at the executive level with shareholders’ expectations for reasonable return on their investment.

Program Management. The compensation committee of the board of directors has primary responsibility for the design and administration of the compensation of the chief executive officer of the Company and the Bank and makes decisions with respect to the compensation program for other executive officers. The compensation committee will consider the make-up and administration of the executive compensation program in light of changing organization needs and operating conditions and changing trends in industry practice.

Role of Executive Management in the Compensation Decision Process. The compensation committee is responsible for approving compensation of our chief executive officer and other executive officers. In determining the compensation of the chief executive officer of the Company and the Bank, the compensation committee considers and evaluates his individual performance, along with the overall performance of the Company, in addition to the compensation of the chief executive officers of the peer group identified below under the heading “Basis for Defining Competitive Compensation Levels and Practices.” For the other executive officers of the Company and the Bank, the chief executive officer will make recommendations to the compensation committee with respect to the compensation of such executive officers. In formulating its decisions, the compensation committee may seek information about the performance of the business, organization staffing requirements and the performance levels of incumbent executives from our chief executive officer. It may also utilize the services of our chief financial officer and other officers to the extent the compensation committee deems appropriate. None of our named executive officers had a role in recommending or setting his or her own compensation.

Program Review and Compensation Decision Process. Periodically, the compensation committee reviews information on executive compensation levels in the industry and industry program practices, reviews our compensation program, and considers adjustments to the program, salary adjustments and incentive awards. The compensation committee will examine the current compensation and benefit levels of executive officers in light of their continuing or changing roles in the business and the assessments of their individual performances by the compensation committee or the chief executive officer. It will also approve annual bonus compensation, after consideration of Company and individual performance, but which is ultimately discretionary.

The compensation committee may also be called upon to consider compensation related decisions throughout the calendar year as executives are reassigned or promoted and new executive officers join the organization. In these instances, the compensation committee will review all aspects of the executive officer’s compensation including base salary level, annual incentive opportunities, longer-term incentive awards, participation in special benefit plans, and employment contract provisions, if applicable.

Compensation Decision Factors and Considerations. The following factors typically influence compensation committee decisions on salary and benefits for our executive officers:

Basis for Defining Competitive Compensation Levels and Practices. The types and levels of compensation included in the Company’s executive compensation program are generally consistent with current features and programming trends among similar organizations of comparable size in our local and regional marketplace.

The compensation committee considers information about the practices of the Company’s peers and other comparable companies, as well as evolving market practices when it makes compensation decisions. The committee considers the compensation levels and arrangements of similarly situated executives in addition to other factors in connection with its decision-making process. Duties, responsibilities, and tenure with the Company are also considered in the committee’s compensation decisions.

The compensation committee may review survey reports on national and regional compensation practice within the Company’s industry group, focusing on pay levels and practices among community banking and diversified financial services institutions based in the Mid-Atlantic Region and specifically the Greater Philadelphia metropolitan marketplace, having a level of total assets comparable to our own. This range of institutions represents banking companies that are somewhat smaller and somewhat larger than the Company.

The committee reviews data from a peer group on an annual basis and updates the group as appropriate to ensure that the peer group continues to consist of financial institutions with business models and demographics similar to the Company. The financial institutions that comprise our peer group may change as a result of acquisitions, growth, expansion, and changes in the business focus of the Company or our peer institutions.

For the 2020 program planning cycle, the compensation committee reviewed executive compensation information for the following peer group, which represents fifteen publicly traded financial institutions headquartered in Pennsylvania and New Jersey with total assets between $1.5 billion and $6.7 billion, based on public information available through the internet and documents filed with the SEC.

Overview of Compensation Changes for 2020

Program Components. There are six elements in the current executive compensation program:

Base Salary. Base salary opportunities are based on industry practice for comparable jobs in similar community banking and financial service organizations comparable in size. Within the defined competitive range, an executive’s salary level is based initially on qualifications for the assignment and experience in similar level and type roles. Ongoing, salary adjustments reflect the individual’s overall performance of the job against organization expectations and may also reflect changes in industry practices. The following table outlines the adjustments to base salary compensation for 2020 approved by the Compensation Committee:

During 2019, the Company continued to produce impressive results from a balance sheet perspective as total assets grew by 21%, outstanding loans increased by 22% and deposits grew by 25%. These results were driven by the success of the Company’s customer centric banking philosophy of turning customers in to FANS and delivering exceptional service across all of its delivery channels.

However, earnings during 2019 were negatively impacted by compression of the net interest margin caused by a flat and, at times, an inverted yield curve. The shape of the yield curve drove lower yields on interest earning assets and higher rates on interest bearing liabilities. In the midst of this challenging rate environment, the Company incurred costs required to execute its expansion strategy in New York City. A number of cost control measures were implemented to offset the challenges faced in growing revenue as a result of compression in the net interest margin. These measures took effect during the first quarter of 2020. The salary changes as described in the table above for the executive management team demonstrate the Company’s commitment to improve earnings performance.

Health & Welfare Benefits. Executives participate in Company’s qualified health and welfare benefits program on the same terms and conditions as all other employees of the Company.

Annual Performance Incentives. The Company pays bonus compensation which provides executives with opportunities to earn additional cash compensation in a given year. Bonus compensation is discretionary, but Company and business unit operating results and individual performance contributions are considered. Typical annual performance metrics for Company executives include net income, asset, loan and deposit growth, return on average assets, return on average equity, and successful execution of the Company’s expansion strategy. The determination of actual bonus amounts is not formulaic, but, rather, the result of a review of achievements of the individual executive officer and the performance of the Company as a whole by the chief executive officer and the compensation committee.

Longer-term Performance Incentives. Executives are eligible to participate in longer-term incentive award plans established to focus executive efforts on the strategic directions and goals of the business and to reward them for their successes in increasing enterprise value, as well as shareholder value. Awards can result in additional cash compensation or equity under our equity compensation plans. While the size of such awards may increase or decrease based on current business performance, it is the intention of the compensation committee to recommend some combination of the available awards at least annually as an incentive to focus executives’ future efforts on longer-term needs and objectives of the business.

Nonqualified Benefits and Perquisites. We currently do not offer a nonqualified deferred compensation benefit to any of our executives, except that Mr. Madonna, as a former non‑employee director, has an account balance in a now frozen retirement income plan for directors.

Perquisites for Company executives are generally limited to automobile allowances or the use of a Company-provided automobile, and, in a very few instances, a club membership. Typically, these perquisites are provided in instances where such benefits can facilitate the conduct of business with corporate and high net worth clients.

Employment and Change in Control Agreements. We have entered into employment agreements with each of the named executive officers, in each case because the agreements served certain Company objectives and were consistent with competitive industry practices. All of the agreements include severance benefits, whether or not in connection with a change in control of the Company, and obligations of the named executive officers to maintain confidentiality about business practices and plans, and for the preservation of our operations and customer base through restrictive covenants, including noncompetition and non-solicitation provisions. See “Description of Employment Agreements” and “Potential Payments Upon Termination or Change in Control.”

2020 Compensation Decisions. The salaries of each of the named executive officers were initially set in accordance with their existing employment agreements and are subject to adjustment based on an annual review by the compensation committee. In making final decisions on compensation of the executive management team for 2020, the compensation committee assessed the individual performance of each named executive officer in addition to evaluating the overall performance of the Company during 2019.

“The Power of Red is Back” expansion campaign continued to produce impressive results from a balance sheet perspective. During 2019 total assets grew by $588 million, or 21%, driven by the success of the customer centric banking philosophy of turning customers into “FANS”. Deposit balances increased by 25% as the network of stores continued to drive new customer relationships. Loan production was also significant as outstanding balances increased by 22%.

Earnings during 2019 were negatively impacted by compression of the net interest margin. During 2019 the Bank also began incurring costs required to execute its strategic expansion into New York City. In addition to new hires, training, advertising, and occupancy expenses for the opening of the first two stores in New York during 2019, a management and lending team for this new market were also established.

Entering into 2020, a number of cost control measures were implemented to offset the challenges faced in growing revenue as a result of compression in the net interest margin. Those measures took effect during the first quarter of 2020.

Additional highlights for the year ended December 31, 2019 were as follows:

Status of Practices Going Forward. Payment of discretionary cash bonuses will continue to be assessed in the future based on individual performance and the operating results of the Company. Stock option grants are likely to continue with the size of awards tracking with the performance results of the business. Restricted stock or stock unit awards may also be considered as a form of equity compensation. The compensation committee will evaluate award opportunities for executives based upon an annual review of all relevant information available to them to ensure they are in line with performance results.

Employment Agreements. The compensation committee has responsibility for review of current and proposed employment agreements and will specifically authorize contract renewals and modifications.

Compliance with Sections 162(m) and 409A of the Internal Revenue Code. Section 162(m) of the Internal Revenue Code provides that publicly held corporations may not deduct compensation paid to certain executive officers in excess of $1,000,000 annually. Historically, options issued under our stock option plans were structured to qualify as “performance-based compensation” eligible for tax deductibility under Section 162(m) of the Code. The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1,000,000 will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. The Company believes its compensation policies reflect due consideration of Section 162(m). We reserve the right, however, to use our judgment to authorize compensation payments in excess of the Section 162(m) limitations when we believe that such payments are appropriate and in the best interests of our shareholders, after taking into consideration changing business conditions or the executive officer’s performance. During 2020, no executive officer received compensation in excess of $1 million.

It is also our intention to maintain our executive compensation arrangements in conformity with the requirements of Section 409A of the Internal Revenue Code, which imposes certain restrictions on deferred compensation arrangements.

Restrictions on Derivative Transactions and Hedging the Company’s Securities. The Company believes that ownership of its securities can effectively align the interests of directors, officers and employees with the long-term interests of shareholders. Certain transactions in the Company’s securities, however, may be considered short-term or speculative in nature, or create the appearance that incentives are not properly aligned with the long-term interests of shareholders. As a result, the Company’s policy pertaining to Material Nonpublic Information and Personal Investing prohibits directors, officers, and employees from purchasing financial investments (including equity swaps, collars and similar derivative securities) or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any potential decrease in the market value of the Company’s securities. 

Compensation Committee Report

The compensation committee has reviewed and discussed the “Compensation Discussion and Analysis,” which begins on page 21 of this proxy statement, with management and, based on such review and discussions, the compensation committee recommended to the board of directors that the “Compensation Discussion and Analysis” be included in this proxy statement.

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, that might incorporate future filings, including this proxy statement, in whole or in part, the preceding Compensation Committee Report shall not be incorporated by reference into any such filings nor shall it be deemed to be soliciting material or deemed to be filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.

Executive Compensation

The following table shows the annual compensation of our chief executive officer, our chief financial officer and the three most highly compensated executive officers of the company other than the chief executive officer and chief financial officer for the fiscal year ended December 31, 2020. Collectively, these officers are referred to as our “named executive officers”.

2020 Summary Compensation Table

The following table shows the annual compensation of the Company’s named executive officers for the fiscal years ended December 31, 2020, 2019 and 2018.

Grants of Plan-Based Awards in 2020

The following table sets forth information concerning the grant of plan-based awards to the Company’s named executive officers during the year ended December 31, 2020.

The Company’s compensation committee authorized the granting of the options in the table shown above. Options issued to Mr. Madonna represented the annual grant of options as set forth in his employment agreement. Vesting provisions are set forth in the Outstanding Equity Awards table included on pages 35 and 36.

Description of Employment Agreements

Employment Agreement with Mr. Madonna. The Company, the Bank and Mr. Madonna are parties to an amended employment agreement dated as of March 1, 2021 (the “2021 agreement” or the “agreement”), which superseded in its entirety the employment agreement dated March 10, 2017, as previously amended (the “prior employment agreement”). Mr. Madonna consented to the change in officer position in February 2021 from president and chief executive officer to president and chairman emeritus and agreed that such change would not constitute a Termination Event within the meaning of the prior employment agreement or otherwise violate the terms of the prior employment agreement. The 2021 agreement is extended on each annual anniversary date to provide for a two-year term unless either party provides written notice that such party desires to terminate the agreement within six months of the termination date. The Company and the Bank may also terminate Mr. Madonna’s employment at any time for specified events of “good reason” (as defined in the agreement). Mr. Madonna may terminate the 2021 agreement with six months prior notice. Mr. Madonna may also terminate the agreement for specified events of “good cause” (as defined in the agreement).

Mr. Madonna’s annual base salary under the 2021 agreement was set at $415,000 effective March 1, 2021. Mr. Madonna is eligible to receive annual increases in base salary at the sole discretion of the Compensation Committee of the Company after taking into account criteria determined in advance by the Committee, and bonuses based on a percent of annual base salary in the sole discretion of the Compensation Committee upon achievement of established criteria. Any additional compensation may be granted in the form of equity based awards to align his interests with those of the Company’s shareholders.

The 2021 amended employment agreement also provides for the annual issuance of options to Mr. Madonna to purchase not less than 100,000 shares of the Company’s common stock (or an equivalent value in restricted stock or stock units) effective March 1, 2021 and continuing annually thereafter so long as Mr. Madonna remains employed under the terms of the agreement. Option grants will be based on meeting or exceeding criteria established from year to year by the committee charged with the responsibility for making grants under the Company’s stock incentive plan. Such options, restricted stock or stock units will vest one year after the date of grant or earlier upon the occurrence of either a Change in Control (as defined in the agreement) or a Termination Event (as defined in the agreement) and will be granted at a per share exercise price equal to fair market value of the stock on the date of grant.

Mr. Madonna will also be entitled to certain other customary perquisites, including use of an automobile and reimbursement of related operating expenses, health and disability insurance available to all employees, and reimbursement for travel, entertainment and club dues and expenses. Under the agreement, the Company and the Bank also agree to reimburse Mr. Madonna for the cost of term life insurance policies providing a death benefit in the amount of $4.0 million. The cost to the Company of such life insurance policies from and after March 1, 2021, will reduce, on a dollar-for-dollar basis, the severance payment payable to Mr. Madonna described below.

Mr. Madonna’s agreement provides for certain severance and change in control benefits. In the event of termination of Mr. Madonna’s employment for any reason, including a merger or sale of the Company or the Bank or transfer of a majority of the stock of the Company or the Bank (any one of which shall be considered a “Change in Control”) or failure by the Company and the Bank to continue his employment at the termination of the agreement or any subsequent employment agreement, or if Mr. Madonna is not elected a member of the boards of directors of the Company or the Bank or upon agreement that Mr. Madonna is to transition from service as president and chairman emeritus to service as a non-employee director of the Company and the Bank (each a “Termination Event”), Mr. Madonna would be entitled to receive a severance payment in the amount of $1.6 million, and five years of continued health benefits. Mr. Madonna would not be entitled to any severance or other payments in the event that his employment terminates for cause, resignation by him without good cause, or as a result of his death. Subject to compliance with Section 409A of the Internal Revenue Code, all severance payments are to be made in a lump sum within 30 days after the applicable termination event.

In the event of a merger or sale or transfer of a majority of the stock of the Company or the Bank while Mr. Madonna remains employed by the Company and the Bank or remains serving as a director (or within one year after Mr. Madonna ceases to provide any services to either the Company or the Bank in any capacity), he will be entitled, in addition to any other compensation payable to him under the agreement, to a transaction bonus in an amount determined by the compensation committees of the Company and the Bank, which amount cannot be less than $1.0 million. The transaction bonus is payable within 30 days following consummation of the transaction giving rise to payment of such bonus.

The agreement provides for non-disclosure by Mr. Madonna of any confidential information relating to the business of the Company or the Bank during or after the period of his employment, except in the course of employment related duties. In the event that the amounts and benefits payable under the agreement are such that Mr. Madonna becomes subject to the excise tax provisions of Section 4999 of the Internal Revenue Code, Mr. Madonna will be entitled to receive a tax gross-up payment to reimburse him for the amount of such excise taxes. He will also receive a tax gross-up payment for certain other taxes payable by him with respect to certain perquisites under the agreement.

Employment Agreements with Messrs. Logue, Cavallaro and Neilon and Ms. Young. On July 14, 2015, the Bank entered into employment agreements with each of Andrew J. Logue, President and Chief Operating Officer of the Bank; Frank A. Cavallaro, Executive Vice President and Chief Financial Officer of the Company and the Bank; Jay M. Neilon, Executive Vice President and Chief Credit Officer of the Bank; and Tracie A. Young, Executive Vice President and Chief Risk Officer of the Bank. Each of the employment agreements is for a one-year term commencing on July 1, 2015, with annual renewals thereafter absent notice of non-renewal by either party at least six months prior to an annual renewal date.

Under the employment agreements, each executive officer is entitled to receive a specified annual base salary and is eligible to participate in other compensation plans or programs maintained by the Company or the Bank for senior executive officers, including stock compensation, retirement, savings and similar plans. Each executive officer is also able to earn an annual bonus based on criteria established by the Compensation Committee of the Company’s board of directors.

In the event of termination of an executive officer’s employment, including resignation by the officer for specified events of “good reason” or a failure to continue an officer’s employment at termination of the employment agreement, the officer would be entitled to receive a lump-sum payment equal to two times the officer’s base salary in effect immediately prior to termination (the “Severance Payment”). If the executive’s employment is terminated as a result of, or in contemplation of, a change in control of the Company, the executive would be entitled to receive the Severance Payment unless the executive accepts a position after the change of control in the surviving company. No severance is payable in the event of termination of an executive’s employment for specified events of “cause,” or as a result of an executive’s death, disability or resignation without good reason.

The employment agreements include customary provisions relating to non-competition and non-solicitation of customers and employees for a period of twelve months following termination of employment. The employment agreements replace and supersede any prior employment or change in control agreements to which any of the executive officers were a party.

Stock Option Plans. The Company maintained the Stock Option Plan and Restricted Stock Plan of Republic First Bancorp, Inc., which originally became effective on November 15, 1995 and was amended and approved at the Company’s 2005 annual meeting of shareholders. We refer this plan as the “2005 Plan.” In accordance with the terms of the 2005 Plan, the Company was able to award stock options, restricted stock, and stock appreciation rights to employees, directors, and certain consultants. Under the 2005 Plan, 1.5 million shares of common stock, plus an annual increase equal to the number of shares needed to restore the maximum number of shares available for grant under the plan to 1.5 million shares, were available for such awards. As of December 31, 2015, the only grants under the 2005 Plan had been option grants. This plan provided that the exercise price of each option granted equals the market price of the Company’s stock on the date of grant. Any option granted vests within one to four years and has a maximum term of ten years. The 2005 Plan terminated on November 15, 2015 in accordance with the terms and conditions specified in the plan agreement.

In 2014, the Company adopted, and the shareholders approved, the 2014 Republic First Bancorp, Inc. Equity Incentive Plan, which we refer to as the “2014 Plan.” Under this plan the Company may award shares of the Company’s common stock through incentive or nonqualified stock options, restricted stock, stock units, and stock appreciation rights to the Company’s employees, directors, independent contractors, and certain consultants. In accordance with the terms of the 2014 Plan, 2.6 million shares of common stock, plus an annual increase equal to the greater of (i) the number of shares needed to restore the maximum number of shares available for grant under the plan to 2.6 million shares or (ii) 10% of the number of shares of outstanding common stock on the last trading day of the preceding calendar year, are available for such awards. At December 31, 2020, the maximum number of shares of common stock issuable under the 2014 Plan was 6.4 million.

The 2014 Plan provides that the exercise price of each option granted equals the fair market price of the Company’s common stock on the date of grant, except with respect to incentive stock options awarded to certain 10% shareholders, which have an exercise price of no less than 110% of the fair market value on the date of grant. All options have a maximum term of 10 years, except with respect to incentive stock options awarded to certain 10% shareholders, which have a maximum term of five years. The Company has not issued any options through the 2014 Plan under the terms and conditions applicable to 10% shareholders.

Stock options generally expire upon termination of employment for cause. In the event of a termination other than for cause, a vested incentive stock option must be exercised within three months from the date of termination of employment or within twelve months in the event of termination for disability.

Awards made under the 2014 Plan may have service and/or performance vesting requirements as determined by the Compensation Committee. Unless otherwise provided in a grant agreement, awards under the 2014 Plan will become exercisable and fully vested upon the occurrence of a change in control of the Company (as defined in the 2014 Plan). As of the date of this Proxy Statement, the Company has made awards for substantially all shares available for issuance under the Company’s 2014 Equity Incentive Plan, approved by shareholders at the 2014 annual meeting of shareholders. As described later in this Proxy Statement, Proposal 2 relates to consideration of a new 2021 Equity Incentive Plan. The new 2021 Equity Incentive Plan would expire ten years from the date of shareholder approval and authorize the issuance of up to 7.5 million shares of common stock for awards under the Plan.

Outstanding Equity Awards at December 31, 2020

The following table sets forth information concerning outstanding equity awards held by the Company’s named executive officers as of December 31, 2020.

Option Exercises and Stock Vested in 2020

There were no exercises of outstanding stock option awards by the Company’s named executive officers during the year ended December 31, 2020.

Pension Benefits at December 31, 2020

In 1992, the Company adopted a supplemental retirement plan for non-employee directors. The plan was frozen to new participants in 1992, but the Company continues to maintain the plan for participants who served as non‑employee directors in 1992. At that time, Mr. Madonna was a non‑employee director and he continues to be a participant in the plan. The present value of accumulated benefit was calculated based upon the actuarial present value of accumulated benefits, calculated as of December 31, 2020, as described below. The plan provides for a retirement benefit of $25,000 per year for ten years, which payments may begin at the later of actual retirement date or 65 years of age. Mr. Madonna has reached 65 years of age and the amount shown in the table above represents the present value of the accumulated benefit amount necessary to fund $25,000 annual payments over a ten year period commencing December 31, 2020, which was the end of the Company’s most recently completed fiscal year. Present value was calculated using a 4% discount rate.

Nonqualified Deferred Compensation at December 31, 2020

The Company maintains a deferred compensation plan for the benefit of certain officers and directors. In 2009, the Compensation Committee prohibited any additional individuals from participating in the plan. Mr. Madonna is the only named executive officer who is an eligible participant. The plan permits participants to make elective contributions to their accounts, subject to applicable provisions of the Internal Revenue Code. In addition, the Company may make discretionary contributions to participant accounts. Company contributions are subject to vesting, and generally vest three years after the end of the plan year to which the contribution applies, subject to acceleration of vesting upon certain changes in control (as defined in the plan) and to forfeiture upon termination for cause (as defined in the plan). Participant accounts are adjusted to reflect contributions and distributions, and income, gains, losses, and expenses as if the accounts had been invested in permitted investments selected by the participants, including Company common stock. The plan provides for distributions upon retirement and, subject to applicable limitations under the Internal Revenue Code, limited hardship withdrawals.

Potential Payments Upon Termination or Change in Control

Termination or Change in Control Provisions in Agreements. The Company and the Bank are parties to employment agreements that provide severance benefits to the named executive officers under certain circumstances in the event of termination of their employment, including as a result of a change in control of the Company or the Bank. For a description of such agreements, see “Description of Employment Agreements.”

Termination or Change in Control Provision in Deferred Compensation Plan. Our deferred compensation plan provides that:

A participant’s benefits in the deferred compensation plan are payable as soon as practicable following a termination of employment from the Company. Mr. Madonna is the only named executive officer who is an eligible participant in the deferred compensation plan.

Change in Control Provisions in the Company’s Equity Compensation Plans. The Company’s equity compensation plans each provide that all outstanding stock options become immediately exercisable upon a change of control of the Company (as defined in the Plans). The Plans also provide that upon a change of control of the Company, all restrictions on the transfer of restricted shares granted under the Plans which have not been forfeited prior to such date shall lapse.

The following table shows the estimated amount of payments and benefits that would be provided by the Company to the named executive officers under the plans and agreements described above, that were in effect as of December 31, 2020, assuming their employment was terminated as of December 31, 2020, for various reasons as described below.

Reason for Termination of Employment

Termination of employment by an executive officer without cause or termination by the Company with cause would not result in any payments or continuation of benefits to the executive officers in the table above.

Chief Executive Officer − Pay Ratio Disclosure

The following pay ratio information is provided in accordance with the requirements of Item 402(u) of SEC regulation S-K.

For fiscal 2020, the Company’s last completed fiscal year:

Based on this information, the ratio for 2020 of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all employees is 11 to 1.

The following steps were taken to determine the annual total compensation of the median employee and the Chief Executive Officer:

Director Compensation

The compensation committee reviews the components of director compensation on an annual basis. When establishing compensation levels for 2020, the committee reviewed director compensation information for the same peer group evaluated when assessing executive compensation levels. This peer group included fifteen publicly traded financial institutions headquartered in Pennsylvania and New Jersey with total assets between $1.5 billion and $6.7 billion.

The following table sets forth information regarding compensation paid by the Company to its non‑employee directors during 2020.

Director Compensation in 2020

Employee directors receive no additional compensation for their service on the board. During 2020, non‑employee directors received a $10,000 quarterly retainer fee. The audit committee chair received an annual fee of $20,000 for serving as the chairman of the committee during 2020 and $2,000 for each committee meeting attended. The other members of the audit committee received $1,500 for each committee meeting attended. The chair of all other board committees received an annual fee of $3,000 for serving as a committee chairman during 2020 and each member of those committees received $1,000 for every committee meeting attended.

As a result of the decline in earnings during 2019, primarily driven by the challenging nature of the current interest rate environment, the board decided to reduce the quarterly retainer fee by 20% to $10,000 in 2020 compared to $12,500 in 2019. This reduction was part of the cost control initiatives implemented by management and the board to improve profitability. In addition, stock options granted to members of the board in 2020 vested over a two-year period as opposed to the one-year vesting period set for options granted in previous years.

On February 27, 2020, we made annual grants of stock options to our non‑employee directors, at an exercise price of $3.01 per share which vest in full on the two-year anniversary of the grant date. Under the annual grant, we awarded options to purchase 100,000 shares to the Chairman of the Board, Mr. Hill, and options to purchase 25,000 shares of common stock to each of the remaining non-employee directors.

Certain non‑employee directors, namely Messrs. Spevak and Wildstein, are also eligible to participate in a nonqualified deferred compensation plan. Their deferred compensation accounts are credited with gains, losses and expenses as if they had been invested in the common stock of the Company and shares of certain publicly traded mutual funds as allowed by the plan. In fiscal 2020, Mr. Spevak’s deferred compensation account was credited with a gain of $14,563. In fiscal 2020, Mr. Wildstein’s deferred compensation account was credited with a gain of $20,899.

Services and Employment Agreements with Chairman and Chief Executive Officer

On March 9, 2017, the Company entered into an agreement with Vernon W. Hill, II regarding his provision of services to the Company as chairman of the board of directors (the “services agreement”. The initial term of the agreement was a five-year period commencing on March 9, 2017. In addition to his position as chairman of the board of directors of the Company, Mr. Hill became chief executive officer of the Company and the Bank and chairman of the board of directors of the Bank in February 2021. Accordingly, the Company and Mr. Hill entered into a new employment agreement (the “employment agreement”), which replaced the existing services agreement, effective as of March 1, 2021, to reflect the changes in Mr. Hill’s duties and positions.

Under the services agreement, Mr. Hill served as chairman of the board of directors of the Company, to preside over all meetings of the Company's board of directors and shareholders, and perform such other functions as required of a public company board chairman and such other duties as the Company's board of directors may require, which he did through February of 2021. For services under the agreement, Mr. Hill was entitled to receive base compensation of not less than $360,000 per year, and to participate in any bonus programs, incentive compensation plans, stock option plans or similar benefit or compensation plans at any time in effect that are made generally available to directors and executive officers of the Company. Mr. Hill voluntarily agreed to reduce his base compensation by 28% to $260,000 in 2020 as part of the cost control initiatives implemented to improve the Company’s earnings.

Under the new employment agreement, Mr. Hill is entitled to receive base compensation of not less than $490,000 per year, and to participate in any bonus programs, incentive compensation plans, stock option plans or similar benefit or compensation plans at any time in effect that are made generally available to directors and executive officers of the Company. The employment agreement is for a two-year term and is extended on each annual anniversary date to provide for a two-year term unless either party provides written notice that such party desires to terminate the agreement within six months of the termination date. The Company may terminate Mr. Hill's services under the agreement at any time with or without "cause" (as defined in the agreement). In the event of a termination by the Company for cause, Mr. Hill would be entitled to any prorated portion of his compensation through the termination date and the Company would have no further obligations under the agreement. In the event that the Company terminates Mr. Hill's services without cause, the Company would be required to pay Mr. Hill, in a lump-sum, compensation due to him until the end of the then current term of the agreement. The Company may also terminate the agreement for permanent disability, in which case Mr. Hill would receive a portion of his compensation for the balance of the remaining term of the agreement offset by any disability payments due to Mr. Hill under any company-sponsored disability plan. In the event of death, Mr. Hill's estate would be entitled to a death benefit equal to three times compensation.

Mr. Hill may voluntarily terminate his services under the employment agreement for specified events of "good reason" occurring within three years after a change in control of the Company. In the event of Mr. Hill's voluntary termination for any of such events of good reason following a change in control of the Company, he would be entitled to a payment equal to four times compensation.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with related persons

The Bank has made, and expects to continue to make in the future, loans to directors and executive officers of the Company and the Bank, and to their family members, and to firms, corporations, and other entities in which they and their family members maintain interests. None of such loans are nonaccrual, past due, restructured or potential problems, and all of such loans were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company or the Bank and did not involve more than the normal risk of collectability or present other unfavorable features.

The Company entered into a services agreement with Mr. Hill, dated March 9, 2017, Mr. Hill regarding his provision of services to the Company as Chairman of the board of directors. Effective as of March 1, 2021, the Company entered into a new employment agreement with Mr. Hill to reflect his additional position as chief executive officer. The new agreement replaces in its entirety, the prior services agreement with Mr. Hill that was initially entered into on March 9, 2017. For a description of Mr. Hill’s services agreement and the replacement employment agreement with the Company, see “Services Agreement and Employment Agreement with Chairman” on page 42.

Mr. Hill is chairman of the board of directors, the chief executive officer, and a beneficial owner of more than five percent of the Company’s outstanding common stock. Accordingly, he and his wife are considered related persons. Pursuant to the agreements described above, Mr. Hill received $260,000 during 2020 and $360,000 during 2019 as compensation for his role on the board of directors. In addition, we paid $390,000 and $1.1 million during 2020 and 2019, respectively, to InterArch, Inc., a company that is wholly-owned by Mr. Hill’s wife, for marketing, graphic design, architectural, and project management services. We also paid $177,000 and $158,000 during 2020 and 2019, respectively, to Glassboro Properties, LLC related to a land lease agreement for our Glassboro store. Mr. Hill has an ownership interest in Glassboro Properties LLC, which is a commercial real estate firm.

We paid $120,000 during both 2020 and 2019, to Brian Communications for public relations services. Brian Tierney, a member of the board of directors, is the CEO of Brian Communications, a strategic communications agency.

Review, approval or ratification of transactions with related persons

All transactions, including arrangements and relationships, with related persons that are required to be disclosed pursuant to Item 404 of Securities and Exchange Commission Regulation S‑K are approved by our board of directors excluding interested parties. Extensions of credit to insiders, including related persons, are made pursuant to a written policy designed to ensure compliance with Federal Reserve Board Regulation O, the primary federal banking regulation which governs extensions of credit to insiders, and is applicable to the Bank.

CODE OF ETHICS

The Company has adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The text of the Company’s code of ethics is available on the Company’s website at www.myrepublicbank.com.

PROPOSAL 2

APPROVAL OF THE 2021 EQUITY INCENTIVE PLAN OF

REPUBLIC FIRST BANCORP, INC.

The board of directors has approved the 2021 Equity Incentive Plan (the “2021 Plan”), subject to approval by the Company’s shareholders. The following summary of the provisions of the 2021 Plan is subject to the specific provisions in the full text of the 2021 Plan set forth as an appendix to this Proxy Statement.

Purpose of 2021 Plan

         The 2021 Plan is designed to help the Company attract, retain and motivate employees, non-employee directors, independent contractors and consultants to make substantial contributions to the success of the Company’s business and the businesses of its subsidiaries.

Key Terms

The following is a summary of the key provisions of the 2021 Plan:

Eligibility

         Employees, non-employee directors and independent contractors and consultants who perform services for the Company and its subsidiaries are eligible to receive awards under the 2021 Plan. The Committee will determine which individuals will be eligible to receive awards under the 2021 Plan.

Administration

         The 2021 Plan will be administered by the compensation committee of the board (the “Committee”), consisting of three or more members of the board who are non-employee directors within the meaning of Section 16 of the Securities Exchange Act of 1934. The Committee will select who will receive awards, determine the number of shares covered by any award, and establish the terms, conditions and other provisions of the grants. The Committee may interpret the 2021 Plan and establish, amend and rescind any rules relating to the 2021 Plan.

Shares Authorized

         The maximum number of shares which may be issued or awarded under the Plan is 7.5 million shares of common stock. If and to the extent that options or stock appreciation rights granted under the Plan terminate, expire or are canceled without having been exercised (including shares canceled as part of an exchange of grants), or if any shares of restricted stock, stock units or other equity-based grants are forfeited, the shares subject to such grant will again be available for subsequent grants under the Plan.

Awards

         The 2021 Plan provides for incentive stock options, non-qualified stock options, restricted stock, stock units, stock appreciation rights and other equity-based grants.  Stock appreciation rights are generally granted in tandem with stock options and are subject to the same terms as the related option. Subject to Plan limits, the Committee has the discretionary authority to determine the size of an award, any vesting requirement and any performance-based requirements.

Exercise of Stock Options

         The exercise price of an option to purchase a share of common stock is, in the case of an incentive stock option, not less than 100% of the fair market value of a share of common stock on the date the option is granted, except that the exercise price must not be less than 110% of such fair market value in the case of an incentive stock option granted to an owner of more than 10% of the voting power of the Company’s outstanding voting securities. The exercise price of an option to purchase a share of common stock must be, in the case of a non-qualified stock option, not less than 100% of the fair market value of a share of common stock on the date the option is granted. The exercise price will be subject to adjustment pursuant to limited circumstances relating to stock dividends, stock splits and similar transactions.

Vesting of Awards

Each stock option, stock appreciation right, restricted stock grant, stock unit grant or other equity-based grant will be subject to such terms and conditions, including vesting requirements, as may be specified in the agreement issued to a participant to evidence the grant of such award, as determined by the Compensation Committee, but, in all events, subject to a minimum one-year vesting requirement.

Change in Control

Unless otherwise provided in a grant agreement, awards under the 2021 Plan will become exercisable and fully vested upon the occurrence of a change in control of the Company as defined in the 2021 Plan.

Termination, Death, Disability and Retirement

Stock options generally expire upon termination of employment for cause.  In the event of a termination other than for cause, a vested incentive stock option must be exercised within three months from the date of termination of employment for any reason other than termination as a result of death or disability, in which case the exercise period is extended to 12 months. 

Amendments

The board of directors may at any time terminate, amend, modify or suspend the Plan, provided that, without the approval of the shareholders of the Company, no amendment or modification will be made solely by the board which:

No amendment, modification, suspension or termination of the Plan will in any manner negatively affect any Award theretofore granted under the Plan without the consent of the Participant or any person validly claiming under or through the Participant.

Tax Consequences

The following is a general description of the federal income tax consequences to the participant and the Company with regard to awards granted under the 2021 Plan under present law. This discussion is intended for the information of shareholders in connection with the Annual Meeting and not as tax guidance to participants in the 2021 Plan, as the consequences may vary with the types of awards made, the identity of the recipients and the method of payment or settlement. The summary does not address the effects of other federal taxes (including possible “golden parachute” excise taxes) or taxes imposed under state, local, or foreign tax laws and does not purport to discuss all tax consequences related to awards under the 2021 Plan.

Incentive Stock Options.    There typically will be no federal income tax consequences to the optionee or to the Company upon the grant or exercise of an incentive stock option (other than the potential alternative minimum tax consequences, discussed in this paragraph, to the optionee upon exercise). If the optionee holds the shares acquired upon option exercise for the required holding period of at least two years after the date the option was granted and one year after exercise, the difference between the exercise price and the amount realized upon sale or disposition of the option shares will be long-term capital gain or loss, and the Company will not be entitled to a federal income tax deduction. If the optionee disposes of the option shares in a sale, exchange, or other disqualifying disposition before the required holding period ends, he or she will recognize taxable ordinary income in an amount equal to the excess of the fair market value of the option shares at the time of exercise over the exercise price, and the Company will be allowed a federal income tax deduction equal to such amount. While the exercise of an incentive stock option does not result in current federal taxable income, the excess of the fair market value of the option shares at the time of exercise over the exercise price will be an item of adjustment for purposes of determining the optionee’s alternative minimum taxable income. As a result, the exercise of an incentive stock option may trigger alternative minimum tax liability.

Nonqualified Stock Options.    There typically will be no federal income tax consequences to the optionee or to the Company upon the grant of a nonqualified stock option under the 2021 Plan. When the optionee exercises a nonqualified option, however, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the common stock received at the time of exercise over the exercise price, and the Company will be allowed a corresponding deduction, subject to any applicable limitations under Code Section 162(m). Any gain that the optionee recognizes when he or she later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the shares were held.

Restricted Stock.    Unless a participant makes an election to accelerate recognition of the income to the date of grant (as described below), the participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a restricted stock award is granted. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the common stock as of that date (less any amount paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). If the participant files an election under Code Section 83(b) within 30 days of the date of grant of the restricted stock, the participant will recognize ordinary income as of the date of grant equal to the fair market value of the stock as of that date (less any amount paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). Any future appreciation in the stock will be taxable to the participant at capital gains rates.

Stock Units.  The participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a stock unit is granted. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the common stock as of that date (less any amount paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).

Stock Appreciation Rights.  There typically will be no federal income tax consequences to the participant or to the Company upon the grant of a stock appreciation right under the 2021 Plan. When the participant exercises a stock appreciation right, however, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the common stock at the time of exercise over the exercise price, and the Company will be allowed a corresponding deduction, subject to any applicable limitations under Code Section 162(m).

Summary of Benefits

It is not possible to determine the number of options to purchase common stock or the number of shares of restricted stock or other equity-based grants that will be awarded under the 2021 Plan to any particular individual. No awards have been made under the 2021 Plan.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE 2021 EQUITY INCENTIVE PLAN OF REPUBLIC FIRST BANCORP, INC.

PROPOSAL 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are required to submit a proposal to shareholders for a (non‑binding) advisory vote to approve the compensation of our named executive officers pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the principles, policies and practices described in this proxy statement.

As discussed in “Executive Officers and Compensation ‑ Compensation Discussion and Analysis,” we believe that our compensation program for executives should directly support the achievement of annual, longer-term and strategic goals of the business, and, thereby, align the interests of executives with the interests of our shareholders. Moreover, we believe that the Company’s current program provides sufficient levels of fixed income, in the forms of base salary and health and welfare benefits, to attract high caliber executive talent to the organization, while it also provides competitive annual bonus and longer-term incentive opportunities to encourage performance and to reward the successful efforts of executives. Additional details about our executive compensation programs, including information about executive compensation for the fiscal year ended December 31, 2020, are described on pages 20 to 43 of this proxy statement.

Accordingly, the following resolution is submitted for shareholder vote at the annual meeting:

“RESOLVED, that the shareholders of Republic First Bancorp, Inc. approve, on an advisory basis, the compensation of its named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables regarding named executive officer compensation and the narrative disclosures that accompany the compensation tables.”

As this is an advisory vote, the result will not be binding on us, our board or the compensation committee, although our board and the compensation committee will consider the outcome of the vote when making future compensation decisions for named executive officers.

Unless the board modifies its policy on the frequency of holding “say-on-pay” advisory votes every year, the next “say-on-pay” vote will occur in 2022.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

PROPOSAL 4

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee has selected BDO USA, LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2021. Although the Company is not required to do so, the Company believes that it is appropriate for it to request shareholder ratification of the appointment of BDO as its independent registered public accounting firm for the fiscal year ending December 31, 2021. If shareholders do not ratify the appointment, the audit committee will investigate the reasons for the shareholders’ rejection and reconsider the appointment, but it will not be required to and may decide not to change the appointment of the Company’s independent registered public accounting firm. In addition, even if the shareholders ratify the selection of BDO, the audit committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if the audit committee determines that a change is in the best interest of the Company.

The Company has been advised that representatives of BDO will be present at the Annual Meeting with the opportunity to make a statement if the representatives desire to do so. It is expected that the representatives will be available to respond to appropriate questions.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.

INFORMATION REGARDING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The aggregate fees for professional services rendered by BDO for the fiscal years ended December 31, 2020 and 2019 were as follows:

The audit committee meets with our independent auditors to approve the annual scope of accounting services to be performed and the related fee estimates. The audit committee also meets with the Company’s independent auditors, on a quarterly basis, following completion of their quarterly reviews and annual audit and prior to the Company’s earnings announcements, to review the results of the auditors’ work. During the course of the year, the chairman of the audit committee has the authority to pre-approve requests for services that were not approved in the annual pre-approval process. The chairman reports any interim pre‑approvals at the following quarterly meeting. At each of the meetings, management and the Company’s independent auditors update the audit committee with material changes to any service engagement and related fee estimates as compared to amounts previously approved. All of the audit and non‑audit services performed by BDO for the Company in fiscal years 2020 and 2019 and described above were pre-approved by the audit committee in accordance with the foregoing procedures.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires the Company’s officers and directors and persons who own more than 10% of a registered class of the Company’s equity securities (collectively, the “Reporting Persons”) to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of these reports. Based on the Company’s review of the copies of the reports filed by such persons and written representations, the Company believes that all filings required to be made by Reporting Persons for the period from January 1, 2020 through December 31, 2020 were made on a timely basis with the exception of one Form 4 filing for Mr. Wildstein related to the purchase of stock which was inadvertently filed one day late. In addition, Form 4 filings for each member of the board of directors and each named executive officer related to the grant of stock options on February 27, 2020 were inadvertently filed two days late.

OTHER MATTERS

The enclosed proxy confers discretionary authority to vote with respect to any and all of the following matters that may come before the annual meeting: (i) matters to be presented at the annual meeting of which the Company did not receive notice by November 23, 2020; (ii) approval of the minutes of a prior meeting of shareholders, if such approval does not amount to ratification of the action taken at the meeting; (iii) the election of any person to any office for which a bona fide nominee named in this proxy statement is unable to serve or for good cause will not serve; (iv) any proposal omitted from this proxy statement and the form of proxy pursuant to Rules 14a-8 or 14a-9 under the Securities Exchange Act of 1934; and (v) matters incident to the conduct of the annual meeting. In connection with such matters, the persons named in the enclosed proxy will vote in accordance with their best judgment.

The Company is not presently aware of any matters (other than procedural matters) that will be brought before the annual meeting whichSpecial Meeting that are not reflected in the attached Notice of AnnualVirtual Special Meeting of Shareholders to be held on April 27, 2021.[ ], 2024. However, if any other matter should be properly presented for consideration and voting at the Special Meeting, the persons named in the enclosed proxy card will vote in accordance with their best judgment and in the manner they believe to be in the best interest of the Company to the extent permitted by Rule 14a-4(c) of the Exchange Act.

SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 20222024 ANNUAL MEETING

The Company will also establish a new deadline for receipt of Rule 14a-8 shareholder proposals that is a reasonable time before the Company expects to begin to print and send its proxy materials.

Any shareholder who intendsThe Company will also announce a new date by which shareholders wishing to present a proposal for consideration atbring business before the Company’s 20222024 Annual Meeting outside of Shareholders must submit herRule 14a-8 or his proposal to the Company no later than November 23, 2021, in order to have the Company consider the inclusion of such proposal in the Company’s proxy statement relating to the 2022 Annual Meeting. Reference is made to SEC Rule 14a-8 for information concerning the content and form of such proposal and the manner in which such proposal must be made.