Republic Bank announced May 13 that its board of directors appointed Harry Madonna to succeed Vernon Hill as chairman of the board on an interim basis, effectively immediately. The move comes on the heels of the recent passing of director Theodore Flocco Jr.
Last week, NJBIZ reported on how the death could reshape the ongoing proxy fight for control of the bank’s board, which had been a 4-4 stalemate, pitting Hill and his allies against a group headed by George Norcross.
Madonna founded Republic Bank in 1988, serving as chairman and CEO until 2021, when he was replaced by Hill. Madonna remained president and a director while Hill took the helm.
Things have been contentious between the two, though, as the proxy fight has played out in recent months.
In March, Madonna wrote a letter on behalf of four of the bank’s eight board members expressing concern about possible self-dealing by Hill and his allies, alleging new payments to a design firm controlled by Shirley Hill, new expenses related to the opening of new bank branches, and a plan to offer golden parachutes.
Amid the drama, Madonna was notified his contract was not being renewed by Republic Bank, and that it would expire Feb. 28, 2023.
All of that played out as the sides sought legal remedies and while an independent audit was underway to investigate the allegations, thus delaying a planned May 10 shareholder meeting.
The passing of Flocco, who was 77 years old, appears to have broken the impasse, creating quite a change in fortune for Madonna. “I look forward to continuing to work with the Board and our employees and creating value for our constituents,” he said in a statement.
The board also appointed director Lisa Jacobs as corporate secretary of the company.
The series of events are especially tough for Hill, who has lost a close ally and friend, as well as his grip on the board.
“Ted was a unique person and a true friend – loyal, intelligent, and devoted to his community,” Hill said in a statement. “I’m grateful for his 14 years of service and his many contributions to the bank and our board. We trusted him, relied on him and confided in him. He will be dearly missed.”
For the moment, Hill remains a director on the board and CEO.
