Gerova CEO, chairman and four others resign

SUNDAY, FEBRUARY 13: Gerova Financial Group, Ltd.  accepted the resignation of four members of its board of directors, including Joseph J. Bianco, Keith Laslop, Arie Bos and Leonard de Waal.  

In addition, the board has accepted the resignation of Dr. Gary Hirst as chairman and president and earlier accepted the resignation of Joseph J. Bianco as acting CEO.  Gerova had previously announced that Keith R. Harris, CEO of Seymour Pierce Holdings, Ltd., would be appointed as chairman and CEO of the Company effective as of January 1, 2011.

Although the previously announced transaction between Gerova and Seymour Pierce is still pending, Mr. Harris has elected at this time to defer his appointment.
Gerova also announced today that Dennis L. Pelino was appointed as president and chairman of the board of directors and David Green and Huw Jones were each appointed as members of the board.  

Mr. Pelino has agreed to accept such appointment subject to confirmation of certain conditions which Gerova anticipates will be completed by February 14, 2011.  Pending Mr. Pelino's acceptance as chairman and president, Gerova is being managed by Michael Hlavsa, CFO and the board of directors.

In light of the above director resignations, Gerova intends to reorganize its audit committee in a manner to remain in compliance with New York Stock Exchange standards, which may include the appointment of additional independent directors.

Gerova believes that Mr. Pelino is uniquely qualified for this responsibility as he has been involved in international business for over 25 years, including serving as a director and officer of two exchange-listed US public companies.

Mr. Pelino is an American investor with interests in the U.S. and Asia, including being a founder of Xinhua Finance Ltd and Board member of the Tokyo publicly listed financial services company that created the leading Chinese securities indices group acquired by U.K.-based FTSE Group in November 2010.

The company also announced that Judge Kevin Ryan has been engaged as special counsel and advisor to the board and its corporate governance committee.  

Judge Ryan has had a long and distinguished legal career having been appointed by President George W. Bush to serve as the 48th United States Attorney (USA) for the Northern District of California, and was confirmed by the U.S. Senate upon the unanimous consent of the Senate Judiciary Committee.

He also served as a member of President Bush's Corporate Fraud Task Force. Prior to that, he was a judge on the bench of the Superior Court of California and more recently served as Deputy Chief of Staff of San Francisco Mayor Gavin Newsom.

Jason Galanis, the president of Gerova Advisors LLC, a wholly owned subsidiary of the company, has agreed to terminate his employment with Gerova Advisors, subject to completion of mutually acceptable termination arrangements.   

It is contemplated that Mr. Galanis will continue to serve the company as a consultant and will assist new management and the board in connection with acquisitions and financings.

Mr. Pelino said: "We believe that the actions announced today demonstrate a responsible and conscious commitment to restoring confidence in Gerova through decisive corporate governance enhancements. Gerova is a relatively young company and the maturation of its business will be guided by a more experienced management team together with the guidance of special counsel on certain corporate governance matters. In addition, new management is committed to transparency and consistent communication with our shareholders."