The Bank Slate


Battle between Republic First, Hill likely to linger

A dispute among Vernon Hill, Republic First Bancorp and the Philadelphia company’s investors is ongoing. 

Hill, who recently announced plans to resign on Aug. 8, claimed in a July 6 letter that four of the $5.7 billion-asset company’s directors breached his 2021 employment agreement as wrangling escalated in recent months. 

Hill alleged the group, led by former CEO Harry Madonna, attempted to remove him as chairman without giving him a required 30-day written notice. He pointed to a special meeting held on May 13, following the death of Theodore Flocco Jr., where the board voted to have Madonna replace Hill as chairman

Hill also claimed Madonna’s group made “unfounded allegations” that he engaged in self-dealing in a March 1 letter and a March 4 press release. 

“The allegations … were demonstrably false,” Hill asserted. 

“These plain and repeated attempts to oust me … have far-reaching consequences that are not in the best interests of [Republic First] or its shareholders,” Hill added. “I reserve all rights to assert any claims and seek any and all damages against” the Madonna-led group.

In a separate resignation letter, Hill claimed that the company owes him at least $2.5 million on the grounds that his employment was terminated “without cause.” 

Among other things, Hill said he is entitled to a lump sum severance payment equal to three times his $500,000 base salary.

“I reserve all rights to seek payment of any and all payments I am owed,” he wrote.
Separately, an investor group has asked the reconstituted board to aggressively investigate the actions of Hill and his allies on the Republic First board. 

The group, led by George Norcross, has asked the board to appoint a special committee to investigate, and possibly take action to remedy, “breaches of fiduciary duty, corporate waste, unjust enrichment and other misconduct” by the Hill and allied directors.

The Norcross group alleged earlier this year that Hill and some directors had manipulated corporate governance procedures to allow for improper related-party transactions. 

The board subsequently hired an outside firm to investigate those claims. The probe has prevented Republic First from making certain regulatory filings or holding its annual meeting.

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