DEF 14A of Western Alliance Bancorporation
Filed Apr 23, 2025 · FY20240000950170-25-057334
Our People
| CULTIVATING OUR PEOPLE FOR LONG-TERM SUCCESS | | | | | | | |
Our People
| REWARDING OUR PEOPLE BY PARTICIPATING IN OUR SUCCESS | | | | | | | | Percentage of Our People Eligible | | | | | | | This is the same Annual Bonus Plan in which our executives participate. | | Stock grants ensure our people’s interests and our stockholders’ interests are aligned. | | Our people are automatically enrolled in our 401(k) Plan, and we have a 98% participation rate. |
Our Board
Our Board
Our Board
| Characteristics of Director Nominees* | Board Best Practices | Board and Committee Meetings in 2024 | | | | 9 | | | | Full Board | | | | 5 | | | | Independent Director-Only Sessions | | | | 11 | | | | Audit Committee | | | Four Fully Independent Committees: | 8 | | 38% diverse characteristics 4 women nominees and 1 ethnically diverse nominee * Of the Company’s Director Nominees | Audit | | | | Compensation | Compensation Committee | | | Governance | 7 | | | Risk management | | | | | Governance Committee | | | | 7 | | | | Finance & Investment Committee | | | Independent Leadership: Bruce D. Beach, Board Chair | 8 | | | | Risk Committee |
Our Board
| viii | 2025 PROXY STATEMENT | |
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| Elements of Executive Compensation | 43 | | Annual Base Salary | 44 | | Annual Bonus Plan | 44 | | Long-Term Equity Incentive Compensation | 46 | | Compensation Recovery | 52 | | Executive Officer Stock Ownership Guidelines | 52 | | Hedging and Pledging of Company Securities | 52 | | Benefits and Perquisites | 53 | | Non-Qualified Deferred Compensation Plan | 53 | | Tax Considerations | 53 | | Evaluation of Company Compensation Plans and Risk | 53 | | Compensation Committee Report | 54 | | Compensation Tables | 55 | | CEO Pay Ratio | 61 | | Pay Versus Performance | 62 | | Potential Payments upon Termination or Change in Control | 65 | | Employment, Noncompetition and Indemnification Agreements | 69 | | Certain Transactions with Related Parties | 70 | | Policies and Procedures Regarding Transactions with Related Persons | 70 | | Security Ownership of Certain Beneficial Owners, Directors and Executive Officers | 71 | | Delinquent Section 16(a) Reports | 73 | | Equity Compensation Plan Information | 74 | | Proposal No. 2 | 75 |
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| CORPORATE STRATEGY Experience in establishing short- and long-term corporate strategy, including experience in identifying and executing on merger and acquisition opportunities, and managing capital and liquidity through private equity raises or capital market transactions. LEADERSHIP EXPERIENCE Current or former member of executive leadership managing business operations and strategic planning, including experience interacting with challenging issues presented from the complexity of the business and its regulatory landscape. RISK MANAGEMENT & CONTROLS Experience or expertise in assessing and managing business and financial risk factors, including enterprise-wide risk management and the implementation of controls to mitigate risk within the business. BANKING/FINANCIAL SERVICES INDUSTRY Experience in or with the financial services industry, particularly in the areas of commercial banking or residential mortgage lending, and proven knowledge of key customers and/or associated risks. | TECHNOLOGY/INFOSEC Experience with or oversight of innovative technology, cybersecurity, information systems/data management, fintech or privacy. PUBLIC COMPANY GOVERNANCE Experience serving on a board of directors of a public company or professional experience in the corporate governance field, with gained knowledge of corporate governance matters, policies, and best practices regarding public companies. CEO EXPERIENCE Current or former CEO of publicly held or large private corporation. COMPENSATION & MANAGEMENT DEVELOPMENT Experience in senior executive development, succession planning and compensation matters. FINANCE & ACCOUNTING Knowledge of or experience in accounting, financial reporting or auditing processes and standards. |
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| BRUCE D. BEACH, C.P.A. | | | | | | Senior Advisor BeachFleischman PC Age: 76 Director since: 2005 Board Chair since: 2022 Audit Committee Financial Expert | Committee Membership • Audit Committee • Compensation Committee • Finance and Investment Committee • Governance Committee • Risk Committee | Education • B.S., Accounting, University of Arizona • M.B.A., University of Arizona |
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| JUAN R. FIGUEREO, C.P.A. | | | | | | Former Executive Vice President & Chief Financial Officer Revlon, Inc. Age: 69 Director since: 2020 Audit Committee Financial Expert | Committee Membership • Audit Committee (Chair) • Finance and Investment Committee • Governance Committee | Education • B.B.A., Public Accounting, Florida International University |
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| HOWARD N. GOULD | | | | | | Former Vice Chairman CCFW, Inc., dba Carpenter & Company Age: 75 Director since: 2015 | Committee Membership • Governance Committee • Risk Committee (Chair) | Education • B.S., Business Administration, San Jose State University • M.B.A., California State University |
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| GRETA GUGGENHEIM | | | | | | Former CEO TPG Real Estate Finance Trust Age: 66 Director since: 2024 | Committee Membership • Finance and Investment Committee • Risk Committee | Education • B.A., Swarthmore College • M.B.A., The Wharton School of Business, University of Pennsylvania |
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| CHRISTOPHER A. HALMY | | | | | | Former CFO Ally Financial, Inc. Age: 56 Director since: 2024 | Committee Membership • Audit Committee • Finance and Investment Committee (Chair) | Education • M.B.A. and B.S. (Accountancy), Villanova University |
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| MARY CHRIS JAMMET | | | | | | Former Senior Vice President Legg Mason Capital Management (now Franklin Templeton) Age: 57 Director since: 2024 | Committee Membership • Audit Committee • Compensation Committee | Education • B.S., Finance, Towson University • M.S., Finance, Loyola University Maryland |
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| MARIANNE BOYD JOHNSON | | | | | Executive Chairman of the Board Boyd Gaming Corporation Age: 66 Director since: 1995 (founding) | Committee Membership • Compensation Committee • Governance Committee |
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| MARY TUUK KURAS | | | | | | Chief Executive Officer MTK Practical Leadership Age: 61 Director since: 2023 | Committee Membership • Audit Committee • Risk Committee | Education • B.A., Calvin University • J.D. and M.B.A., Indiana University |
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| ROBERT P. LATTA | | | | | | Retired Senior Partner Wilson Sonsini Goodrich & Rosati, PC Age: 71 Director since: 2015 | Committee Membership • Compensation Committee (Chair) • Governance Committee • Risk Committee | Education • B.A., Economics, Stanford University • J.D., Stanford University |
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| ANTHONY T. MEOLA | | | | | | Founder and Principal West Coast Advisory, LLC Age: 68 Director since: 2023 | Committee Membership • Finance and Investment Committee • Risk Committee | Education • B.S., Accounting, Rutgers, The State University of New Jersey |
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| BRYAN K. SEGEDI, C.P.A. | | | | | | Former Deputy Global Vice Chair of Assurance Ernst & Young Age: 65 Director since: 2020 | Committee Membership • Audit Committee • Compensation Committee | Education • B.A., Business Administration, Alma College • M.B.A., Management, Northwestern University |
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| DONALD D. SNYDER | | | | | | Retired Business Executive and Community Leader Age: 77 Director since: 1997 (founding) | Committee Membership • Compensation Committee • Governance Committee (Chair) | Education • B.S. Business Administration, University of Wyoming • Graduate School of Credit & Financial Management, Stanford University |
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| KENNETH A. VECCHIONE | | | | | | President & Chief Executive Officer Western Alliance Bancorporation Age: 70 Director since: 2007 | Committee Membership • Finance and Investment Committee | Education • B.S., Accounting, State University of New York at Albany |
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Mr. Latta served on the Audit Committee during 2024 and was independent and financially literate. Mr. Blakely, who also served on the Audit Committee during 2024, was independent and financially literate. Mr. Blakely retired from the Board in December 2024.
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Mr. Galant served on the Compensation Committee during 2024 and was independent.
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Mr. Segedi served on the Governance Committee during 2024 and is independent.
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Ms. Kuras served on the Finance and Investment Committee during 2024 and is independent. Dr. Sohn and Mr. Galant also served on the Finance and Investment Committee during 2024 and were independent.
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| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | BRUCE D. BEACH | 180,000 | 315,020 | 8,101 | 503,121 | | JUAN R. FIGUEREO | 100,000 | 235,005 | 6,043 | 341,048 | | HOWARD N. GOULD | 80,000 | 235,005 | 6,043 | 321,048 | | GRETA GUGGENHEIM (3) | 52,500 | 195,889 | 3,659 | 252,048 | | CHRISTOPHER A. HALMY (3) | 60,000 | 195,889 | 3,659 | 259,548 | | MARY CHRIS JAMMET (3) | 60,000 | 195,889 | 3,659 | 259,548 | | MARIANNE BOYD JOHNSON | 70,000 | 235,005 | 6,043 | 311,048 | | MARY TUUK KURAS | 75,000 | 235,005 | 9,774 | 319,779 | | ROBERT P. LATTA | 90,000 | 235,005 | 6,043 | 331,048 | | ANTHONY T. MEOLA | 70,000 | 235,005 | 9,028 | 314,033 | | BRYAN K. SEGEDI | 75,000 | 235,005 | 6,043 | 316,048 | | DONALD D. SNYDER | 80,000 | 235,005 | 6,043 | 321,048 | | PAUL S. GALANT (4) | 35,000 | 235,005 | 3,001 | 273,006 | | SUNG WON SOHN (4) | 40,000 | 235,005 | 36,867 | 311,872 | | KEVIN M. BLAKELY (4) | 70,000 | 235,005 | 6,043 | 311,048 |
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Mr. Gibbons has more than 40 years of experience in commercial banking. Mr. Gibbons oversees the Company’s Accounting, Investor Relations, Tax, Treasury, Financial Planning & Analysis, Blockchain and Digital Assets Banking, Legal Settlement Services, and Business Escrow Services departments. In addition, Mr. Gibbons is a Certified Public Accountant.
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Mr. Boothe has more than 30 years of commercial banking industry experience. Mr. Boothe leads various Corporate Affairs functions including Marketing, Information Security, Community Reinvestment, Large Financial Institution ("LFI") Readiness Program, and Government Relations. Additionally, he oversees the key national business lines of Corporate Finance, Municipal Finance, Nonprofit Finance, and Affordable Housing Investments.
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Mr. Bruckner has more than 25 years of experience in commercial banking and lending. Mr. Bruckner oversees all of the Company’s regional banking divisions as well as certain specialty banking business lines.
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Mr. Curley has over 25 years of experience in commercial and mortgage banking. Mr. Curley oversees crucial functional aspects of the Company, including Information Technology, Bank Operations, Branch Banking, Product Development and Third-Party Risk Management. He also leads the Specialized Mortgage Services Business and has executive oversight of AmeriHome Mortgage Company, LLC.
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Ms. Herndon has nearly 20 years of experience working in commercial banking and credit management for financial institutions. In addition, Ms. Herndon is a Certified Public Accountant.
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Ms. Jarvi has over 20 years of experience representing financial institutions in banking, corporate, and financial services law. In addition to oversight of the Legal Department, Ms. Jarvi also serves as the Corporate Secretary for the Company.
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Ms. Kennedy has extensive experience in human resources management, specifically in the areas of talent acquisition and management, employee relations and total rewards. Ms. Kennedy oversees all aspects of human resources, employee compensation and benefits, learning and talent development, and spearheads the Company’s diversity and inclusion efforts.
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Ms. Nachlas has over 20 years of experience in risk management and oversight, particularly in the banking and financial services sector. Ms. Nachlas oversees all aspects of the Company’s risk management strategies and operations, as well as supervising the organization’s risk mitigation and identification procedures.
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| 1. | continue a strong relationship between executive pay and the annual and long-term performance of the Company; | | 2. | reward the attainment of short- and long-term financial performance goals; | | 3. | enhance the Company’s ability to attract and retain qualified executive officers; and | | 4. | align, to the greatest extent possible, the interests of customers, management, and stockholders. |
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| Name | Target (% of Salary) | 2024 Bonus Target ($) | 2024 Bonus Paid ($) | 2024 Bonus Paid (as % of Target) (1) | | Vecchione | 150% | 2,250,000 | 2,745,000 | 122% | | Gibbons | 120% | 1,051,279 | 1,282,560 | 122% | | Curley | 120% | 711,148 | 867,600 | 122% | | Bruckner | 120% | 711,148 | 867,600 | 122% | | Boothe | 100% | 522,541 | 611,373 | 117% |
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| (1) The CEO may recommend to the Compensation Committee increases to the Annual Bonus Plan payout of up to 15% for a limited population of employees, with total Annual Bonus Plan payouts not to exceed 200%. |
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| PSU Vesting (%) | 3 year arithmetic mean of ROE of sorted peer (percentile) | | —% | <25th | | 50% | 25th | | 100% | 50th | | 200% | >75th |
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| PSU Payout on ROE Performance | CET1 Ratio 12 quarter average | | 0% | ≤10% | | Results will be adjusted proportionate to the % decrease | >10.0% - 10.99% | | Based solely on the results of relative ROE | ≥11% |
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| Name | RSAs (#) | PSUs (#) | CSRUs (#) | | VECCHIONE | 12,945 | 32,361 | 19,417 | | GIBBONS | 6,835 | 17,087 | 10,252 | | CURLEY | 3,970 | 9,924 | 5,955 | | BRUCKNER | 3,798 | 9,493 | 5,695 | | BOOTHE | 2,330 | 5,825 | 3,495 |
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| (1) 3-year average CEO Target Pay is calculated as follows: (a) Base salary is the average base salary cash compensation from FY21-FY23; (b) Bonus is FY21-FY23 average target bonus; and (c) Long Term Incentives includes the average equity grants made during the FY21-FY23 period, valued at the grant date fair value of the awards. | | (2) 3-year average CEO Realizable Pay is calculated as follows: (a) Base salary is average base salary cash compensation paid from FY21-FY23; (b) Bonus is FY21-FY23 average bonus actually paid; and (c) Long Term Incentives include the equity grants made during the FY21-FY23 period, all valued using the Company's stock price as of December 29, 2023, where PSU awards are based on the average of actual payouts and estimated payouts where the cycle is incomplete and all other awards are based on the number of shares granted. | | (3) 3-year average CEO Target Pay is calculated as follows: (a) Base salary is the base salary cash compensation from FY22-FY24; (b) Bonus is FY22-FY24 target bonus; and (c) Long Term Incentives includes the equity grants made during the FY22-FY24 period, valued at the grant date fair value of the awards. | | (4) 3-year average CEO Realizable Pay is calculated as follows: (a) Base salary is base salary cash compensation from FY22-FY24; (b) Bonus is FY22-FY24 bonus actually paid; and (c) Long Term Incentives include the equity grants made during the FY22-FY24 period, all valued using the Company’s stock price of $83.54 as of December 31, 2024, where PSU awards are based on actual payouts and estimated payouts where the cycle is incomplete and all other awards are based on the number of shares granted. |
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| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | Change in pension value and nonqualified deferred compensation earnings ($) (3) | All Other Compensation ($) (4) | Total ($) | | KENNETH VECCHIONE | 2024 | 1,500,000 | | 5,920,833 | 2,745,000 | | 109,327 | 10,275,160 | | Chief Executive Officer | 2023 | 1,400,000 | | 5,765,512 | 1,491,000 | | 95,517 | 8,752,029 | | | 2022 | 1,300,000 | | 4,802,343 | 2,028,000 | | 64,835 | 8,195,178 | | DALE GIBBONS | 2024 | 875,231 | | 3,322,588 | 1,282,560 | | 114,214 | 5,594,593 | | Vice Chairman and | 2023 | 835,386 | | 2,644,752 | 712,412 | | 105,710 | 4,298,260 | | Chief Financial Officer | 2022 | 790,418 | | 2,370,228 | 822,035 | | 103,527 | 4,086,208 | | STEVE CURLEY | 2024 | 591,058 | | 1,776,896 | 867,600 | | 48,675 | 3,284,229 | | Chief Banking Officer – | 2023 | 522,156 | | 1,216,632 | 371,048 | | 38,496 | 2,148,332 | | National Business Lines | 2022 | 489,728 | | 1,137,096 | 407,454 | | 38,707 | 2,072,985 | | TIM BRUCKNER | 2024 | 591,058 | | 1,699,708 | 867,600 | | 45,197 | 3,203,563 | | Chief Banking Officer – | 2023 | 517,500 | | 1,110,801 | 368,325 | | 36,641 | 2,033,267 | | Regional Banks | 2022 | 451,782 | | 820,921 | 422,868 | | 36,882 | 1,732,453 | | TIM BOOTHE | 2024 | 522,019 | | 1,042,884 | 611,373 | 258,406 | 40,769 | 2,475,451 | | Chief Administration | 2023 | 495,962 | | 714,143 | 352,617 | 444,045 | 39,633 | 2,046,400 | | Officer | 2022 | 459,522 | | 738,728 | 382,322 | 343,490 | 40,257 | 1,964,319 |
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| (3) The amounts shown in this column represent the aggregate change in actuarial present value of accumulated pension benefits for the NEO participating in the Company’s Supplemental Early Retirement Plan (“SERP”). The SERP was assumed in the acquisition of Bridge Capital Holdings on June 30, 2015 and, therefore, the only named executive officer participating in the SERP is Mr. Boothe. The amounts represented above may fluctuate significantly in a given year depending on a number of factors that affect the formula to determine pension benefits, including years of service, earnings and actuarial assumptions. A discount rate of 5.22% was used to determine the present value of the accumulated benefit. The Company has not provided above-market or preferential earnings on non-qualified deferred compensation under its Restoration Plan and, accordingly, no such amounts are reflected in this column. | | (4) The amounts in this column summarize the amounts included in the “Other Compensation Table for Fiscal Year 2024” table that follows, which reflects the types and dollar amounts of perquisites and other personal benefits, and other compensation items provided to the NEOs during fiscal year 2024. |
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| | Pension Benefits Table | | | | | Name | Plan Name | Number of Years of Credited Service (1) (#) | Present Value of Accumulated Benefit (1) ($) | Payments During Last Fiscal Year ($) | | TIM BOOTHE | SERP | 24 | 2,578,611 | — |
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| (1) The figures shown are determined as of the plan’s measurement date during 2024 under FASB ASC Topic 715, Retirement Benefits, for purposes of our audited financial statements. The Company used a 5.22% discount rate with 24 years of credited service to determine the present value of the accumulated benefit as of December 31, 2024. The benefit amount is calculated as a percentage of the final three full calendar years average compensation multiplied by the fraction (not more than 1) of years of service over the accrual years threshold. The benefits are fully vested over 10 years of service, and they are payable in 15 annual installments, starting upon retirement at normal retirement age, which is age 65 (or age 62 if employee’s years of service are in excess of the accrual years threshold). Benefits will be actuarially reduced upon retirement at an age that is earlier than the normal retirement age. Mr. Boothe is 100% vested in his benefits as of December 31, 2024: he has well over 10 years of service (greater that the 10 years accrued threshold specified in the SERP) and his normal retirement age, therefore, is 62. |
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| | | | Average Summary Compensation Table Total | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (1) | for Non- PEO Named Executive Officers ($) (2) | to Non-PEO Named Executive Officers ($) (2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (3) | Net Income ($M) | Return on Equity (4) | | 2024 | $10,275,160 | $15,081,111 | $3,639,459 | $5,020,910 | $163 | $131 | $788 | 12.2% | | 2023 | $8,752,029 | $3,865,078 | $2,631,565 | $1,430,971 | $126 | $116 | $722 | 12.6% | | 2022 | $8,195,178 | $2,246,805 | $2,463,991 | $909,058 | $110 | $116 | $1,057 | 20.7% | | 2021 | $7,323,619 | $21,611,192 | $2,906,340 | $7,042,849 | $196 | $125 | $899 | 22.3% | | 2020 | $6,270,271 | $8,327,177 | $2,695,393 | $3,406,782 | $108 | $91 | $507 | 16.1% |