The combatants in the long-running Republic First Bank proxy fight are sticking to a dramatic agreement they reached after spending months at loggerheads over the leadership and future of the financial institution (see below for a timeline of events). The bank’s board and an activist investor group, the Norcross Braca Group – led by South Jersey powerbroker George Norcross III – are beginning 2024 on track to a resolution next month.

Throughout the middle of last year and into the summer, the proxy fight was reignited amid a paused capital raise by Republic First leaders that led to another showdown between the two long-feuding sides, including the scheduling of a highly anticipated board election at the annual shareholder meeting that has been delayed since 2022.

Then, just as things looked like they were reaching a boiling point – again – a surprise armistice of sorts was reached in September. Republic and the Norcross Braca Group announced signing a non-binding Letter of Intent that includes a new investment of at least $35 million by the investor group as part of a capital raise totaling at least $75 million in exchange for a number of provisions. Those include board seats, a reconstitution of the board that includes the departure of its legacy director, and two non-voting observers added to the board in the interim — Philip Norcross and former TD Bank CEO Greg Braca.

“As significant Republic shareholders, we believe in the company’s potential and are excited about being part of its next chapter,” Norcross said in a Sept. 27 news release announcing the LOI. “We appreciate the board’s engagement throughout this process and look forward to working together.”

“In addition to strengthening our balance sheet, we anticipate that this additional capital will provide greater flexibility to invest in the business and deliver extraordinary service to our loyal customer base and depositors,” said Thomas Geisel, the bank’s president and CEO. “With this announcement, we plan to work with the Norcross Braca Group to put Republic on the best footing possible to enhance value for all shareholders. We would like to thank the Norcross Braca Group for their constructive engagement in getting to this point and appreciate the value they see in Republic.”

In October, the next phase of the deal was announced as the two sides signed a Securities Purchase Agreement to effectuate a $35 million investment by the Norcross Braca Group. As part of the pact, the parties agreed to reconstitute the board upon closing to seven members, including incumbents – Geisel, Benjamin Duster and Peter Bartholow – as well as Philip Norcross, Braca and two new independent directors. Under that reconstitution, Norcross will serve as chairman while legacy directors Andrew Cohen, Harry Madonna – the bank’s founder and longtime CEO – Harris Wildstein, and Lisa Jacobs will all depart.

“This is an important milestone to strengthen our balance sheet and improve our operations,” said Geisel in an Oct. 27 statement announcing the moves. “We look forward to having the benefit of Phil’s and Greg’s expertise in the boardroom as we work together to enhance value for all stakeholders and chart Republic First’s future.”

“As we said when we first announced we had taken a stake in Republic First more than 18 months ago: we believe that with proper board leadership and a focus on improving operations, the company can provide great service to its customers and depositors as well as value to its shareholders,” said George Norcross on Oct. 27. “This investment and new leadership on the board is the next step of what will be the new Republic First.”

In late November, the two sides offered one more update on the situation – including the timeline for the closing of the $35 million capital investment.

As a show of good faith, the Norcross Braca Group deposited that $35 million into an escrow account to be released to Republic upon closing. The two parties announced they would extend the outside date for closing the investment to Feb. 29 – and that they would hold a special shareholder meeting no later than Feb. 16 to approve the transaction.

“We have made significant progress on what has been a complicated transaction, which is why we fully funded our $35 million investment into an escrow account – we will be able to move forward quickly when all requirements have been met and closing conditions have been satisfied,” said Norcross on Nov. 30. “We look forward to completing the transaction in the coming weeks so we can make the changes needed to set Republic First up for long-term success for the benefit of its customers and clients, employees and shareholders.”

“While we proceed toward closing this transaction to strengthen the company’s capital position, our team continues to work on making sustainable process and operational efficiency improvements, while maintaining Republic Bank’s focus on providing a high level of service and responsiveness for our customers and communities,” said Geisel on Nov. 30. “Phil and Greg have been valuable additions as observers to the board since we announced the investment and the continuation of our plan to raise a total of $75 million to $100 million in capital.”

In that announcement, Republic First also noted one more delay of the 2022 annual shareholder meeting, which had been scheduled for Dec. 19, 2023, and Oct. 5 before that. However, the postponement of that meeting was for a positive reason. Officials say it was done to better align with the timing of the close of this capital investment transaction. Republic says that meeting will be held at a time and date to be announced.

The two sides indicated to NJBIZ recently that everything remains on track as those key dates rapidly approach. The moment is a remarkable one, though, given the different chapters and back-and-forth of the proxy fight – which has included notable twists, turns and, even, turnover at the top of the bank leadership.

At long last, some version of détente.

“Ultimately, we share a common goal: helping the company deliver outstanding service to its customers and depositors, investing in its communities and employees and improving value for shareholders,” said Norcross.