Republic First Bancorp, Inc., (the “Company”) announced that Benjamin C. Duster, IV was appointed as an independent member of the Board of Directors (the “Board”), effective immediately.
Mr. Duster’s appointment follows the United States Court of Appeals for the Third Circuit (the “Third Circuit”) reversing the decision of the United States District Court for the Eastern District of Pennsylvania, which appointed a custodian to oversee the Company. The Third Circuit concluded that it is the responsibility of the Board to govern the Company and that the four directors who are not aligned with Chief Executive Officer Vernon W. Hill III (the so-called “Madonna Directors”) “were and are entitled to fill the vacancy” that resulted from the death of former director Theodore J. Flocco. As the Third Circuit explained, “because the Madonna Directors make up a majority of the directors in office, they shall fill the vacancy.”
Harris Wildstein, Chairman of the Nominating and Governance Committee of the Board, said, “We are pleased that the Third Circuit recognizes the role of the current Board in overseeing the affairs of Republic First, and that four directors acting together can fill the vacant Board seat. That is what we did last night.”
Mr. Duster is a veteran independent public company director and a former investment banker. He currently serves as Chairman of the Audit Committee of the Board of Directors of Chesapeake Energy Corporation, where he is one of that Audit Committee’s financial experts, the Chairman of the Compensation Committee of the Board of Directors of Weatherford International, Inc., and a member of the Board of Directors of Diamond Offshore Drilling, Inc.
Mr. Wildstein continued, “To attract a professional of Ben’s caliber to the Board is a true testament to the strong potential he sees in the bank’s future. Ben’s extensive knowledge of public company governance and M&A processes as well as his financial expertise and business and legal background will be welcomed in the boardroom. His addition further enhances the Board’s mandate to responsibly manage the bank, while bringing fresh perspectives and objectivity to our most important duty as a Company: driving long-term value for our shareholders.”
Mr. Duster added, “I look forward to working collaboratively with the incumbent directors to position the bank for long-term success by adding my independent views to the boardroom discussion.”