The new chief executive of Southern California's Professional Bancorp said he's ready to get his company back on track after a bitter proxy battle toppled his predecessor.
John Buchanan, named late last week as interim CEO of the Santa Monica- based parent of First Professional Bank, said he wants to get on with running the $300 million-asset company.
"There are some within the bank who will be disappointed by the results, but whether those people choose to throw their lot in with the bank's new direction or not will be up to them," he said. "I'm anxious to begin making whatever changes are needed."
Mr. Buchanan replaces Joel W. Kovner, who announced his resignation last Thursday after a settlement between a group of dissident shareholders and the board of directors.
The settlement ended a two-month proxy battle between Mr. Kovner and his board, on one hand, and the group of dissidents, on the other. The dissidents controlled nearly 12% of Professional's stock.
The settlement affirmed the dissidents' control of the company's board by a 4-3 margin. In addition to Mr. Kovner, chief operating officer David G. Rodeffer stepped down.
Mr. Rodeffer would not comment, and Mr. Kovner could not be reached for comment.
Unhappy with poor earnings, the dissidents had been trying to oust Mr. Kovner since late May. They managed to get their proposal on the proxy, and voting was completed June 26.
According to Michael Kolbenschlag, Sitrick & Co., Century City, Calif., a public-relations firm representing Professional, the dissident group attracted about 700,000 of the 1.1 million shares voted.
The old board tried one final ploy in late June to retain control. It cited a law in Pennsylvania, where Professional is incorporated, requiring the board not to count the votes of any shareholder group seeking control of the company if the group represents more than 20% of outstanding stock. Mr. Kovner argued that the group "represented" more than 20%, though it only claimed 12%.
The issue was to be decided by a federal judge in Los Angeles, but the settlement came a day before the scheduled hearing.
With the dissidents firmly in charge after the final tally, the board conceded defeat and agreed to settle.
Mr. Buchanan has held a variety of posts in the financial services industry, most recently as a consultant to the New York State Banking Department. He said the move to reconfigure the company's board was an effort to improve results.
"The action stems largely from the underutilization of assets under the company's command," Mr. Buchanan said. "In addition, the stock did not perform all that well."
The new directors elected by the dissidents are Julie Thompson, CEO of Health Research Association; Dr. Ray T. Oyakawa, CEO of Pacific Eye Net Inc.; Joel Moskowitz, partner in Moskowitz & Moskowitz; and Alan Borstein, a real estate developer.
Mr. Buchanan said he feels Professional's niche business - catering to medical professionals - has yet to be fully exploited. There's room for the company to grow, he said, and he plans to meet with bank employees and clients.