A member of the Republic Bank board of directors who was backing CEO Vernon Hill in a battle for control of the company has died, according to a person familiar with the situation.
Ted Flocco was closely aligned with Hill, who is in the midst of a proxy fight with a group headed by George Norcross III. The institution has been mired in litigation over the last few months, with a 4-4 board stalemate and an independent audit leading to the delay of its annual meeting, which has prompted a flurry of court filings.
Flocco was among the four board members in support of Hill remaining CEO, while the four on the Norcross side have pushed to replace him with former TD Bank U.S. CEO Greg Braca.
The news comes as the proxy fight was heating up, with a federal judge ruling May 9 that Hill’s slate of board directors must respond to a lawsuit brought by activist investor Abbott Cooper.
With Flocco’s passing, Norcross’ side would control the board majority at 4-3, with the bylaws calling for the board majority – not the chair – to appoint a new member. That could lead to 5-3 majority against the current CEO Hill.
Republic Bank did not immediately respond to a request for comment. Members of the Norcross group could not be reached.
Flocco was previously a senior audit partner for Ernst & Young, advising many of the largest U.S. Securities and Exchange Commission-regulated clients of the Philadelphia office for more than 35 years, including several regional and local banks.
This story is developing.