Peter B. Bartholow appointed as an Independent Director to the Board
PHILADELPHIA, Oct. 4, 2022 /PRNewswire/ — Republic First Bancorp, Inc. (NASDAQ: FRBK) (the “Company”), the holding company for Republic First Bank d/b/a Republic Bank (the “Bank”), today announced it has entered into a multi-year cooperation agreement (the “Cooperation Agreement”) with Driver Management Company LLC and its affiliates (collectively, “Driver Management”), which together own 1,680,197 shares of the Company’s outstanding common stock.
Under the Cooperation Agreement, the Company appointed Peter B. Bartholow to the Company’s Board of Directors (the “Board”) with a term expiring at the Company’s 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”). The Company will also include Mr. Bartholow on its slate of candidates standing for election at the 2022 Annual Meeting. Mr. Bartholow is the former Chief Financial Officer and Chief Operations Officer and board member of Texas Capital Bancshares, Inc. With Mr. Bartholow’s addition, one third of the directors on the Board will have joined the Board within the past three months and two thirds of the directors will have joined within the past six years.
Additionally, Driver Management has agreed to withdraw its notice of intent to nominate director candidates for election at the 2022 Annual Meeting and cease all solicitations or proxies and other activities in connection with the 2022 Annual Meeting, subject to limited exceptions. With respect to each annual or special meeting of the Company’s shareholders during the term of the Cooperation Agreement, Driver Management has also agreed to customary standstill provisions and voting commitments, a general release of claims with respect to the Company and its affiliates and to voluntarily dismiss with prejudice any and all claims asserted in any actions against the Company or its affiliates in their entirety.
“We are pleased to have reached this cooperation framework with Driver Management, which we believe is in the best interests of the Company, our shareholders and the other constituencies we serve,” said Harry D. Madonna, Executive Chair of the Board and Interim Chief Executive Officer of the Company. “Peter is a welcome addition to our Board, and brings an extensive knowledge of capital markets and mergers and acquisitions, particularly in the community banking space. The Company looks forward to leveraging his experience as we continue to serve our communities and position the Company for value creation while we pursue our ongoing strategic review. We look forward to cooperating with Driver Management going forward.”
“Driver Management is appreciative of the collaborative and constructive approach taken by the Board in reaching this Cooperation Agreement. The Board’s addition of Peter and its commitment to a full review of its strategic direction with its advisors are pivotal steps forward,” said J. Abbott R. Cooper, Managing Member of Driver Management. “We look forward to continued discourse and collaboration with the Company to unlock value.”
The complete Cooperation Agreement between the Company and Driver Management will be included as an exhibit to the Company’s Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission (the “SEC”). Longacre Square Partners and LDG Advisory, LLC served as advisors to Driver Management in connection with the Cooperation Agreement.
