Nominates Peter Bartholow for Election to the Company’s Board of Directors at Court-Ordered Special Meeting of Shareholders to Be Held No Later than July 10th
Believes that Unfortunate Boardroom Dysfunction Has Been Perpetuated by CEO Vernon Hill’s Intransigence and Failed Business Strategy
Driver Management Company LLC (together with its affiliates, “Driver” or “we”), a sizable shareholder of Republic First Bancorp, Inc. (NASDAQ: FRBK) (“Republic First Bancorp” or the “Company”), today issued a statement regarding its decision to nominate a highly qualified and independent candidate for election to the Company's Board of Directors (the "Board") at a court-ordered special meeting of shareholders (the "Special Meeting") to elect one director to fill an existing vacancy on the Board.
Abbott Cooper, Driver’s founder and managing member, commented:
“Like many shareholders, we are concerned by the level of board dysfunction at Republic First Bancorp that has resulted in the court-ordered appointment of a custodian to oversee the Company, as well as a court-ordered Special Meeting to elect one director to fill the existing vacancy on the Board. It is clear to us that this unfortunate and unprecedented situation is due to the intransigence of Vernon Hill, the Company’s Chief Executive Officer, and his irrational commitment to a failed business model.
Accordingly, we have nominated Peter Bartholow – Texas Capital Bancshares’ former Chief Financial Officer, Chief Operations Officer and board member – for election to Republic First Bancorp's Board at the Special Meeting. If elected, Mr. Bartholow will work tirelessly to restore investor confidence and to preserve and enhance shareholder value.
We hope that following the court-ordered Special Meeting, Republic First Bancorp will promptly call and hold its 2022 Annual Meeting of Shareholders (which has yet to be scheduled), so that shareholders have the opportunity to support substantial Board-level change at the Company. In the meantime, it is our view that the election of Mr. Bartholow at the Special Meeting is absolutely necessary in order to eliminate the unacceptable dysfunction that has rendered the Board incapable of acting in the best interests of shareholders.”
Peter B. Bartholow Biography
Peter B. Bartholow has extensive knowledge of capital markets, mergers and acquisitions and the U.S. banking sector. Mr. Bartholow formerly served as Chief Operating Officer and Chief Financial Officer of Texas Capital Bancshares, Inc. (NASDAQ: TCBI), and as Chief Financial Officer of First USA, Inc. (formerly NYSE: FUS). Mr. Bartholow holds a Master of Business Administration from the University of Texas and a Bachelor of Arts from Vanderbilt University.
About Driver Management Company
Driver employs a valued-oriented, event-driven investment strategy that focuses exclusively on equities in the U.S. banking sector. The firm’s leadership has decades of experience advising and engaging with bank management teams and boards of directors on strategies for enhancing shareholder value. For information, visit www.drivermanagementcompany.com.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Driver Management Company LLC, together with the other participants named herein (collectively, “Driver”), intends to file a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its highly qualified director nominee at the special meeting of shareholders of Republic First Bancorp, Inc., a Pennsylvania Company (the “Company”).
DRIVER STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be Driver Management Company LLC (“Driver Management”), Driver Opportunity Partners I LP (“Driver Opportunity”), J. Abbott R. Cooper and Peter B. Bartholow.
As of the date hereof, the participants in the proxy solicitation beneficially own in the aggregate 391,854 shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). As of the date hereof, Driver Opportunity owns, either beneficially or of record, 385,854 shares of Common Stock. Driver Management, as the general partner of Driver Opportunity, may be deemed to beneficially own the shares of Common Stock directly beneficially owned by Driver Opportunity. Mr. Cooper, as the Managing Member of Driver Management, may be deemed to beneficially own the shares of Common Stock owned by Driver Opportunity. As of the date hereof, Mr. Bartholow directly beneficially owns 6,000 shares of Common Stock.
Longacre Square Partners
Charlotte Kiaie / Bela Kirpalani, 646-386-0091