DEF 14A of Banc Of California, Inc., Mar 28, 2024

DEF 14A of Banc Of California, Inc.

Filed Mar 28, 2024 · FY20230001169770-24-000019

Open on EDGAR

  1. 23 Director Compensation

    23 Director Compensation 23 Overview 23 Current Non-Employee Director Compensation Program 24 Employee Directors 24 2023 Summary Table of Director Compensation

  2. 67 2023 Grants of Plan-Based Awards

    67 2023 Grants of Plan-Based Awards

  3. 68 Outstanding Equity Awards at December 31, 2023

    68 Outstanding Equity Awards at December 31, 2023

  4. 70 Employment Agreements

    70 Employment Agreements

  5. 71 Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control

    71 Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control 73 Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2023

  6. 75 Chief Executive Officer Pay Ratio

    75 Chief Executive Officer Pay Ratio

  7. Election of Directors | Board Overview

    Election of Directors | Board Overview The Company’s Board of Directors currently consists of 12 directors. At the unanimous recommendation of the Compensation, Nominating and Corporate Governance Committee (CNG Committee), the Board has nominated for election all the current directors of the Company, each for a one-year term that will expire at the 2025 annual meeting of stockholders. See Nominees for Director at the Annual Meeting section in this proxy statement.

  8. Current Board of Directors

    Current Board of Directors Details about the current Board of Directors, including committee memberships, are reflected in the following table.

  9. Current Board of Directors

    | Name | Age(1) | Director Since | | Committee Memberships | | | | | | | | Principal Occupation | A | CNG | FC | ER | | Barker, James A. “Conan” | 58 | 2019 | Founder and Board Member, Velocity Vehicle Group | M | | M | | | Burke, Paul R. | 61 | 2023 | Officer and Director, Northaven Management, Inc. | | M | M | | | Curran, Mary A. | 67 | 2017 | Former Executive Vice President and Corporate Banking Chief Risk Officer, MUFG Union Bank | | M | | C | | Eggemeyer, John M. | 78 | 2023 | Founder and Managing Principal, Castle Creek Capital LLC | | M | M | | | Eusey, Shannon F. | 54 | 2021 | Chief Executive Officer, Beacon Pointe Advisors | | M | | M | | Lashley, Richard J. | 65 | 2017 | Principal and Managing Member, PL Capital Advisors, LLC | M | | M | | | Lester, Susan E. | 67 | 2023 | Former Chief Financial Officer of U.S. Bancorp and HomeSide Lending, Inc. | C | | | M | | Rice, Joseph J. | 59 | 2023 | Executive Vice President of Operations, Nammi Therapeutics, Inc.; former Chief Credit Officer, Wells Fargo | M | | | M | | Schell, Todd | 36 | 2023 | Managing Director, Warburg Pincus LLC | M | | M | | | Schlogel, Vania E. | 40 | 2021 | Managing Partner and Founder, Atwater Capital LLC | M | M | | | | Thau, Andrew | 58 | 2019 | Chief Operating Officer and General Counsel, United Talent Agency | | C | | M | | Wolff, Jared M. | 54 | 2019 | Vice Chairman, President and Chief Executive Officer, Banc of California, Inc. and Chairman and Chief Executive Officer, Banc of California | | | C | M | | (1) As of March 28, 2024 | | | | | | | | | A – Audit Committee | | | | | | | | | FC – Finance Committee | | | | | | | | | CNG – Compensation, Nominating and Corporate Governance Committee | | | | | | | | | ER – Enterprise Risk Committee (Risk) | | | | | | | | | C – Chair | | | | | | | | | M – Member | | | | | | | |

  10. Current Board of Directors

    | 7 | Banc of California | Annual Proxy Statement | 2024 |

  11. Summary of Director Nominees' Qualifications and Experience

    Summary of Director Nominees' Qualifications and Experience The chart below summarizes the key qualifications and skills each of our director nominees possesses that were most relevant to the decision to nominate him or her to serve on the Board. The lack of a mark does not mean the director does not possess that qualification or skill; rather, a mark indicates a specific area of focus or expertise on which the Board relies most heavily. Each director’s biography describes these qualifications and relevant experience in more detail.

  12. Summary of Director Nominees' Qualifications and Experience

    | 8 | Banc of California | Annual Proxy Statement | 2024 |

  13. Board Tenure and Diversity

    Board Tenure and Diversity Our Board is composed of directors who actively contribute to the evolving needs of the Company with a diversity of perspectives, while maintaining the invaluable institutional knowledge brought by more tenured directors. The charts below illustrate the composition of our Board following the Annual Meeting, assuming the election of all of our director nominees.

  14. Board Tenure and Diversity

    | 3.3 years Average Director Tenure |

  15. Board Tenure and Diversity

    | 58 years old Average Age of Directors |

  16. Board Tenure and Diversity

    | 11 out of 12 Directors are Independent |

  17. Board Tenure and Diversity

    | 9 | Banc of California | Annual Proxy Statement | 2024 |

  18. Director Nominations and Proposals by Stockholders

    Director Nominations and Proposals by Stockholders Director nominations by stockholders and stockholder proposals must be made pursuant to timely notice in writing to the Corporate Secretary, as set forth in and in accordance with Section 1.09 of the Company’s bylaws. A stockholder’s notice must be received by the Company not less than 90 days, nor more than 120 days, prior to the first anniversary of the preceding year’s annual meeting to be considered timely. If, however, the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the prior year’s date, notice by the stockholder must be delivered not earlier than 120 days prior to the date of the meeting and not later than the close of business on the later of the 90th day prior to the date of the meeting or the 10th day following the day on which notice of the date of the meeting was mailed or public announcement of the date of the meeting was first made. The stockholder’s notice must also include the information set forth in Section 1.09 of the Company’s bylaws.

  19. Nominees for Director at the Annual Meeting

    Nominees for Director at the Annual Meeting At the unanimous recommendation of the CNG Committee, the Board has nominated James A. “Conan” Barker, Paul R. Burke, Mary A. Curran, John M. Eggemeyer, Shannon F. Eusey, Richard J. Lashley, Susan E. Lester, Joseph J. Rice, Todd Schell, Vania E. Schlogel, Andrew Thau, and Jared M. Wolff for election, each for a one-year term. Each nominee has consented to being named as a director nominee in this proxy statement and agreed to serve if elected. Further, except for Mr. Wolff, each qualifies as an independent director under the Corporate Governance Listing standards of the New York Stock Exchange (NYSE), as applied in accordance with the Company’s Corporate Governance Guidelines. Set forth below is information about the director nominees, including their principal occupation, business experience and qualifications to serve on the Board of Directors.

  20. Nominees for Director at the Annual Meeting

    | | The Board of Directors unanimously recommends that you vote "FOR" each of the director nominees. |

  21. Nominees for Director at the Annual Meeting

    | 10 | Banc of California | Annual Proxy Statement | 2024 |

  22. Director Nominees

    Director Nominees

  23. Director Nominees

    | Independent Director Age: 55 | James A. “Conan” Barker — Mr. Barker has over 30 years of experience in corporate strategy, private equity, and management of large corporate enterprises. From 1998-2024, Mr. Barker served as Co-President and 25% owner of Velocity Vehicle Group, a privately owned group of companies that serve the truck, bus and capital equipment finance markets in the US, Mexico and Australia with revenues in excess of $3 billion. Mr. Barker is also a board member and 50% owner of Velocity SBA, one of 14 nonbank small business lending companies in the United States licensed to originate loans under the Small Business Administration’s 7(a) program. From 1994 through 1997, Mr. Barker worked in Palo Alto, California for HAL Investments Inc., a private equity investment firm with holdings in real estate, maritime and industrial interests. From 1991 to 1994, Mr. Barker worked in the corporate strategy department of Sea Containers, Inc. in London, England setting business strategies for the multinational transportation and hotel conglomerate. In addition, from 1988 to 1991 Mr. Barker worked for the Boston Consulting Group in the San Francisco and Chicago offices, assisting Fortune 500 firms on corporate strategy initiatives. Mr. Barker received his Bachelor’s in Economics and Master’s in East Asian Studies from Stanford University and has lived in Southern California for 26 years. Mr. Barker’s extensive experience in managing large corporate enterprises and his proficiency in corporate strategy and finance make him a valuable contributor to the Board. Mr. Barker is one of the Company’s Board-designated “audit committee financial experts.” | | Independent Director Age: 58 Director Since: 2019 | |

  24. Director Nominees

    | | Paul R. Burke — Paul Burke is an officer and director of Northaven Management Inc., an investment management firm he co-founded in 1995 that focuses exclusively on equity investments in the financial services industry. In addition to his duties at Northaven, Mr. Burke was a director of PacWest Bancorp and Pacific Western Bank from 2015 to 2023. Mr. Burke was previously a managing director and board member of Kilowatt Labs Inc., and a director of the private insurance brokerage firm Kinloch Holdings Inc. (and its successor, Optisure Risk Holdings), where he served as its chairman, president, and acting chief executive officer. Mr. Burke has served on a number of public and private boards, including the boards of PacWest Bancorp, Square 1 Financial Inc. and Eastern Insurance Holdings Inc. Prior to co-founding Northaven Management, Mr. Burke spent 10 years in corporate finance and mergers and acquisitions for Bankers Trust Company. During that time, he was responsible for the origination and execution of mergers and acquisitions, restructurings, and principal transactions for a wide array of financial services firms. Mr. Burke earned his MBA from Columbia Business School and his bachelor's degree in economics from Columbia University. His professional experience in the financial services industry and mergers and acquisitions makes Mr. Burke a valued member of the Board. In accordance with the Merger Agreement, Mr. Burke became a director of the Company on November 30, 2023, at the effective time of the PacWest Merger. | | Independent Director Age: 61 Director Since: 2023 | |

  25. Director Nominees

    | 11 | Banc of California | Annual Proxy Statement | 2024 |

  26. Director Nominees

    | | Mary A. Curran — Ms. Curran spent 25 years at MUFG Union Bank, N.A., during which time she held several executive level positions, including Executive Vice President, Corporate Banking Chief Risk Officer from 2011 to 2014, and Executive Vice President, Head of The Private Bank at Union Bank from 2006 to 2011. During her time with Union Bank, Ms. Curran worked closely with its board and management to build an infrastructure focused on a strong, proactive, integrated and effective risk management system. Ms. Curran was also tasked with improving the performance of Union Bank’s Wealth Management practice, a business unit with offices throughout California, Washington and Oregon. Prior to 2006, she spent 17 years in leadership roles in commercial banking. Ms. Curran currently serves on the Board of Directors, Audit and Nominating and Corporate Governance Committees of Innovative Industrial Properties, Inc. (NYSE: IIPR). She also serves on the Board of Directors, chairs the Audit Committee and serves on the Nominating Governance Committee for Hunter Industries Inc., a privately held global irrigation, landscape lighting and custom manufacturing company. Ms. Curran recently served as Chair of San Diego State University’s Campanile Foundation Board and Executive Committee, and currently is a member of the Nominating and Governance Committee. Previous board service also includes: Chair of the California Bankers Association where she remains involved on the Banker Benefits Board. Ms. Curran is a NACD Governance Fellow, and holds a Bachelor of Science degree in Journalism from the University of Colorado, Boulder and a Master’s degree in Business from San Diego State University. Ms. Curran’s broad range of experience in the financial services industry and community involvement, especially in California, as well as her prior business and leadership positions, have enhanced the Board’s perspective. Her leadership and knowledge, specifically in credit and risk management as Chair of the Enterprise Risk Committee, have been vital to the Company’s risk framework and objectives. | | Independent Director Age: 67 Director Since: 2017 | |

  27. Director Nominees

    | 12 | Banc of California | Annual Proxy Statement | 2024 |

  28. Director Nominees

    | | John M. Eggemeyer — Mr. Eggemeyer has more than 40 years of experience in banking and has been involved in more than 75 bank acquisitions. He founded Castle Creek Capital LLC in 1990, and today the firm is recognized as one of the most active private equity investors in community banking. Prior to founding Castle Creek, Mr. Eggemeyer spent nearly 20 years as a senior executive with some of the largest banking organizations in the U.S. Mr. Eggemeyer previously served as Lead Director of the board of directors for PacWest Bancorp. He served as Chairman of the board of directors of PacWest Bancorp from 2000 to 2022. He was also a director of Pacific Western Bank, the Chair of the Pacific Western Bank and PacWest Bancorp risk committees, and a member of their respective executive committees. In addition to serving on the Company’s Board, Mr. Eggemeyer is currently on the boards of Primis Financial Corporation, Northpointe Bancshares, Inc., and The Bancorp Inc. He also founded Guaranty Bancorp and served as a director there from 2004 until 2018. In addition, he was a director for Heritage Commerce Corporation, TCF Financial Corporation, Western Bancorp and American Financial Realty. Mr. Eggemeyer’s civic and philanthropic efforts have concentrated on improving the quality of instruction in education and expanding educational opportunities for lower income students. He was a founder and past president of the Rancho Santa Fe Community School Endowment and was a member of the Rancho Santa Fe School Site Selection Committee. He also helped establish the Minnesota chapter of A Better Chance, a national organization committed to creating improved educational opportunities for minority high school students. Mr. Eggemeyer is a life trustee of Northwestern University where he serves on the Finance Committee. He is a past trustee of the Bishop’s School of La Jolla in California and the Parent Advisory Board at Stanford University. Mr. Eggemeyer holds a Bachelor of Science from Northwestern University and an MBA from the University of Chicago. His broad range of professional experience in community banking and his dedication to serving the community have made him particularly well suited to lead the board as chairman. In accordance with the Merger Agreement, Mr. Eggemeyer became a director of the Company on November 30, 2023, at the effective time of the PacWest Merger. | | Independent Director Age: 78 Director Since: 2023 | |

  29. Director Nominees

    | | Shannon F. Eusey — Ms. Eusey is the Chief Executive Officer of Beacon Pointe Advisors, which she co-founded in 2002. Beacon Pointe Advisors is one of the largest Registered Investment Advisors (RIA) specializing in full service financial planning, research driven investments that partners with institutions, retirement-sponsored plans and private clients. From 1994 to 2002, Ms. Eusey served as Managing Director and Portfolio Manager at Roxbury Capital Management, LLC, where she was responsible for socially responsible investments, asset allocation, as well as equity strategy for Roxbury’s Private Client Group. Ms. Eusey currently serves or has served on numerous boards, including the Charles Schwab Advisory Council, the TD Ameritrade Advisory Council, CNBC’s Advisory Council, as well as Scratchworks, a FinTech accelerator that connects innovative tech companies with investment and wealth management luminaries to advance the digital transformation of the financial services industry. She served as Vice Chairman on the Board of Directors for the National Network to End Domestic Violence, as a Trustee for the Friends of the Girl Scouts Council of Orange County, and as a board member of the UCI Athletic Fund. Ms. Eusey is a graduate of University of California, Irvine where she played Division I volleyball. She received her MBA from the University of California, Los Angeles, Anderson School of Business. Ms. Eusey's leadership experience in building Beacon Pointe Advisors into a $26+ billion registered investment advisory firm, and her keen insights into talent management, operations, marketing, risk and technology, make her a valued director who considerably strengthens our Board. | | Independent Director Age: 54 Director Since: 2021 | |

  30. Director Nominees

    | 13 | Banc of California | Annual Proxy Statement | 2024 |

  31. Director Nominees

    | | Richard J. Lashley — Mr. Lashley is the Managing Member of PL Capital Advisors, LLC, a SEC-registered investment advisory firm, and co-founder of PL Capital, LLC, a firm founded in 1996. PL Capital Advisors specializes in the banking industry and was named by the American Banker as one of the top community bank investors in the country. Mr. Lashley’s primary responsibilities at PL Capital Advisors include portfolio management and research. Mr. Lashley has extensive experience serving on the boards of directors of numerous publicly-held and privately-held banks throughout the United States. Mr. Lashley also has diverse experience as Chairman and/or member of numerous bank board committees. From 1994 to 1996, he was a Director in KPMG LLP’s corporate finance group, where he led a team providing merger and acquisition advisory services to banks throughout the country. From 1984 to 1993 he worked for KPMG LLP as a Certified Public Accountant, providing professional accounting services to banks and other financial services companies in New York and New Jersey. From 1992 to 1993 he served as the Assistant to the Chairman of the AICPA Savings Institution Committee in Washington D.C. Mr. Lashley received his Master’s degree from Rutgers University and a Bachelor of Science degree from Oswego State University. He is licensed as a Certified Public Accountant in New Jersey (status inactive). Mr. Lashley’s extensive experience at KPMG LLP providing professional accounting and advisory services, as well as his service on numerous bank boards and his experience at PL Capital managing investments in the banking industry enables him to be a significant contributor to the Board as well as provides the perspective of an investor in the Company. Mr. Lashley is one of the Company’s Board-designated “audit committee financial experts.” | | Independent Director Age: 65 Director Since: 2017 | |

  32. Director Nominees

    | | Susan E. Lester — Ms. Lester has more than 30 years of banking and mortgage banking experience, including as Chief Financial Officer of U.S. Bancorp and HomeSide Lending Inc. She also held executive roles at Ernst & Young and Shawmut National Corporation. Prior to joining the Company’s Board in 2023, Ms. Lester was a director of PacWest Bancorp and Pacific Western Bank from 2003 to 2023. She chaired their respective audit committees and was a member of their respective executive and finance committees. In addition to her service on the Company’s Board, Ms. Lester serves on the board of The Options Clearing Corporation. Her prior board service has included Arctic Cat Inc. and Lender Processing Services Inc. Ms. Lester earned her MBA in finance from the University of Chicago Booth School of Business and her bachelor’s degree in accounting and finance from the University of Dayton. Ms. Lester’s extensive experience in finance and risk management from her tenure at U.S. Bancorp and service on numerous boards make her a valued member of the Board. Ms. Lester is one of the Company’s Board-designated “audit committee financial experts” and serves as Chair of the Audit Committee. In accordance with the Merger Agreement, Ms. Lester became a director of the Company on November 30, 2023, at the effective time of the PacWest Merger. | | Independent Director Age: 67 Director Since: 2023 | |

  33. Director Nominees

    | 14 | Banc of California | Annual Proxy Statement | 2024 |

  34. Director Nominees

    | | Joseph J. Rice — Mr. Rice spent 30 years at Wells Fargo & Co., during which time he held executive leadership positions, including 14 years in senior credit risk management roles. Mr. Rice currently serves as the Executive Vice President of Operations for Nammi Therapeutics, Inc., a private biotechnology company headquartered in Los Angeles, California. Prior to joining Nammi Therapeutics in 2022, Mr. Rice retired from Wells Fargo following a 30-year career where he served in numerous senior leadership roles, including as Chief Credit Officer and Chief Operational Risk Officer, and oversaw credit risk management for a number of Wells Fargo's commercial lending business units. During his tenure at Wells Fargo, Mr. Rice also led a series of special project teams, directing a variety of risk management, regulatory, and customer remediation efforts. Most recently, Mr. Rice led Wells Fargo’s commercial real estate and small business loan workout units. Mr. Rice also serves on the boards of nonprofit organizations, including The Music Center of Los Angeles County, and the Painted Turtle, a camp for children with serious medical conditions. A lifelong resident of California, Mr. Rice received his Bachelor’s of Science in Civil Engineering from the University of California, Los Angeles, and his Master’s of Business Administration from the University of California, Berkeley. Mr. Rice’s extensive background in commercial credit, operational risk management and banking, combined with his leadership roles, make him a valuable member of the Board. Mr. Rice is one of the Company’s Board-designated “audit committee financial experts.” | | Independent Director Age: 59 Director Since: 2023 | |

  35. Director Nominees

    | | Todd Schell — Mr. Schell is a Managing Director at Warburg Pincus, where he focuses on financial services. Mr. Schell joined Warburg Pincus in 2011 and is based in New York. Prior to joining Warburg Pincus, Mr. Schell covered financial institutions in the Investment Banking division at Barclays Capital. In addition to serving on the Company’s Board, Mr. Schell serves on the boards of IntraFi, Facet Wealth, and PayJoy. He was involved in Warburg Pincus’ investments in Varo Bank, Edelman Financial Engines, Santander Asset Management, Santander Consumer USA, SCM Insurance Services, Webster Bank and Sterling Bank. Mr. Schell earned his MBA from Harvard Business School and a bachelor’s degree from Amherst College. His professional experience as a growth equity investor and his perspective on behalf of Warburg Pincus, a significant stockholder in the Company, make Mr. Schell a valued member of the Board. Mr. Schell is one of the Company’s Board-designated “audit committee financial experts.” Mr. Schell was designated by the Warburg Purchasers to serve as a director of the Company pursuant to the investment agreement between the Warburg Purchasers and the Company. See Transactions with Related Persons—Certain Transactions with Related Persons-Agreements and Transactions with Warburg section of this proxy statement. In accordance with the Merger Agreement, Mr. Schell became a director of the Company on November 30, 2023, at the effective time of the PacWest Merger. | | Independent Director Age: 36 Director Since: 2023 | |

  36. Director Nominees

    | 15 | Banc of California | Annual Proxy Statement | 2024 |

  37. Director Nominees

    | | Vania E. Schlogel — Ms. Schlogel is Managing Partner and Founder of Atwater Capital, a media and entertainment sector-focused investment firm headquartered in Los Angeles, California. Prior to founding Atwater in 2017, Ms. Schlogel served as a senior executive at several leading companies, including as Chief Investment Officer of Roc Nation, and was a member of KKR's Private Equity team, where she specialized in the media sector and launched the Growth Equity division. Ms. Schlogel began her career in the Leveraged Finance and Capital Markets groups at Goldman Sachs in London and Los Angeles. Ms. Schlogel serves on a number of Boards, including as the Chairperson of Mediawan US, the holding company of Brad Pitt's Plan B Entertainment, and of LEONINE Studios, Germany's leading film and TV studio. She is also on the Boards of Mediawan, France's leading film studio; wiip Productions, a Los Angeles-based film and TV studio; and Freepik, the digital content platform. She was formerly Chairperson of Epidemic Sound, a provider of royalty-free music and served on the Boards of BMG, the world's largest independent music publisher; and Pets at Home, the large U.K. retailer. Ms. Schlogel is a graduate of UCLA, summa cum laude, with a degree in Business Economics and Minor in Accounting. Ms. Schlogel’s extensive expertise in finance, growth and private equity, along with her significant experience in media, entertainment and technology, make her a valuable contributor that greatly enhances the Board’s perspective. Ms. Schlogel is one of the Company’s Board-designated “audit committee financial experts.” | | Independent Director Age: 40 Director Since: 2021 | |

  38. Director Nominees

    | | Andrew Thau — Mr. Thau is Chief Operating Officer and General Counsel of global talent and entertainment company United Talent Agency (UTA). Since 2007, Mr. Thau has been central to UTA’s operations, M&A and business expansion strategies amid a sea change across the entertainment, media and technology landscape. Mr. Thau was the first non-agent to be named to the UTA partnership in 2016 and its board of directors in 2018. Mr. Thau also serves on UTA’s Audit Committee and as one of four managing directors responsible for overseeing UTA’s day-to-day business. Mr. Thau began his career at the Zalkin, Rodin and Goodman law firm in New York City, specializing in bankruptcy and corporate restructuring. Mr. Thau then moved to 20th Century Fox where he served as an attorney in the licensing/merchandising and filmed entertainment groups before taking on executive roles overseeing domestic and international cable television networks and businesses. Mr. Thau later led the content and technology venture Be Here as its Chief Executive Officer and subsequently helped launch and served as Chief Operating Officer of Network LIVE, a joint venture of AOL, XM Satellite Radio and AEG that broadcasted live music and entertainment events across all platforms. Mr. Thau is a graduate of George Washington University and the Benjamin N. Cardozo School of Law, and has served on the boards of multiple charitable organizations. He has lived in Southern California for 27 years. Mr. Thau’s extensive operational, legal and strategic experience from his senior leadership roles at UTA and various entertainment and technology ventures has considerably strengthened the Board. Mr. Thau is Chair of the CNG Committee. | | Independent Director Age: 58 Director Since: 2019 | |

  39. Director Nominees

    | 16 | Banc of California | Annual Proxy Statement | 2024 |

  40. Director Nominees

    | | Jared M. Wolff — Mr. Wolff was appointed as President and Chief Executive Officer of the Company and the Bank and as a director of the Company and Chair of the Board of the Bank effective March 18, 2019. Mr. Wolff served as Chair of the Company’s Board from May 11, 2023, until the completion of the PacWest Merger on November 30, 2023, at which point he became Vice Chair of the Company’s Board. Mr. Wolff is a veteran California banking executive with deep expertise in finance, law and risk management. Mr. Wolff joined Banc of California from City National Bank, a Los Angeles-based $90 billion regional bank and wholly owned subsidiary of Royal Bank of Canada, where he was Executive Vice President and General Counsel, and served on the bank’s executive committee. Prior to City National, Mr. Wolff was President and a member of the Board of Directors of Pacific Western Bank, a leading California-based commercial bank and wholly owned subsidiary of PacWest Bancorp, and previously served as Executive Vice President and General Counsel of PacWest Bancorp. During his tenure, Mr. Wolff oversaw more than 20 acquisitions including PacWest’s $2.3 billion acquisition of CapitalSource (NYSE: CSE). Mr. Wolff joined PacWest from the law firm Sullivan & Cromwell LLP. Mr. Wolff is involved in numerous professional and nonprofit organizations including the WSJ CEO Council, the CEO Council of Los Angeles, the Executive Committee of the Mid-Size Bank Coalition of America, the FTV Capital Strategic Advisory Board, the Board of Trustees of de Toledo High School, and the Young Presidents’ Organization (YPO). Mr. Wolff received his B.A. from Duke University, his M.A. in French Language and Literature from Middlebury College, and his J.D. from the University of Michigan Law School. | | Director Age: 54 Director Since: 2019 | |

  41. Director Nominees

    | 17 | Banc of California | Annual Proxy Statement | 2024 |

  42. Director Compensation

    Director Compensation

  43. Current Non-Employee Director Compensation Program

    Current Non-Employee Director Compensation Program The elements of the current compensation program for non-employee directors of the Company and the Bank, which the Board approved effective December 1, 2023, immediately following closing of the PacWest Merger, are set forth in the table below, alongside the elements of the program in effect prior to that date. The CNG Committee recommended the current program to the Board after evaluating director compensation paid by other banks comparable in size to the Company following the PacWest Merger, which quadrupled the Company’s total assets from less than $10 billion to nearly $40 billion.

  44. Current Non-Employee Director Compensation Program

    | Schedule of Current Director Fees | | | | Compensation Element | Previous(1)(2)(3) | Current(1)(2)(3) | | Annual Retainer | $140,000 | $160,000 | | | Additional Compensation | | | Chair of the Board | $67,500 | $85,000 | | Committee Chair | | | | Audit | $20,000 | $20,000 | | Finance (4) | N/A | N/A | | Compensation, Nominating and Corporate Governance | $15,000 | $15,000 | | Enterprise Risk | $15,000 | $15,000 |

  45. Current Non-Employee Director Compensation Program

    (1) The annual retainer is payable one-half in cash and one-half in equity awards. All other compensation elements are payable in cash. (2) Cash compensation is payable in equal quarterly installments, in advance of each quarter. (3) Equity awards are payable in the form of RSUs that fully vest on the one-year anniversary of the grant date, subject to acceleration upon a change in control, termination of service due to death or disability or other qualifying termination of service. Equity awards are granted annually, following the Company’s annual meeting of stockholders. (4) Mr. Wolff serves as Finance Committee Chair; accordingly, no fee was previously paid or is currently paid for that position.

  46. Current Non-Employee Director Compensation Program

    | 23 | Banc of California | Annual Proxy Statement | 2024 |

  47. 2023 Summary Table of Director Compensation

    2023 Summary Table of Director Compensation The following table provides information regarding compensation paid to the non-employee directors of the Company during the year ended December 31, 2023 for their service on the Company Board, Bank Board, and all applicable committee assignments. See Summary Compensation Table on page 63 in this proxy statement for information regarding compensation paid to Mr. Wolff in 2023.

  48. 2023 Summary Table of Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | James A. “Conan” Barker | $76,904 | $110,008 | $2,465 | $189,377 | | Paul R. Burke(4) | $6,667 | $40,005 | $— | $46,672 | | Mary A. Curran | $92,367 | $110,008 | $2,489 | $204,864 | | John M. Eggemeyer(4) | $13,750 | $40,005 | $— | $53,755 | | Shannon F. Eusey | $77,467 | $110,008 | $2,447 | $189,922 | | Bonnie Hill(4) | $76,950 | $70,003 | $2,489 | $149,442 | | Denis P. Kalscheur(4) | $70,238 | $70,003 | $2,465 | $142,706 | | Richard J. Lashley | $94,992 | $110,008 | $2,525 | $207,525 | | Susan E. Lester(4) | $8,333 | $40,005 | $— | $48,338 | | Joseph J. Rice | $51,263 | $110,008 | $1,373 | $162,644 | | Todd Schell(4) | $6,667 | $40,005 | $— | $46,672 | | Vania E. Schlogel | $76,904 | $110,008 | $2,465 | $189,377 | | Jonah Schnel(4) | $70,800 | $70,003 | $2,447 | $143,250 | | Robert Sznewajs(4) | $120,863 | $70,003 | $2,995 | $193,861 | | Andrew Thau | $86,217 | $110,008 | $2,447 | $198,672 |

  49. 2023 Summary Table of Director Compensation

    (1)Represents the grant date fair value of the stock awards issued during fiscal 2023, determined in accordance with ASC Topic 718. Awards issued during 2023 reflect the equity portion of the annual retainer and the equity portion of additional compensation for service on Board committees, as applicable. The grant date fair value is calculated using the closing market price of the Company’s voting common stock on the business day preceding the grant date, which is then recognized as an expense over the scheduled vesting period of the award. For further information, see Note 19 to the notes to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024. (2)See the table that immediately follows for the number of stock awards granted to each non-employee director during 2023 and the aggregate number of unvested RSUs and options held by each non-employee director as of December 31, 2023. (3)Amounts reflect cash dividends on RSUs granted during 2023. (4)On November 30, 2023, at the effective time of the PacWest Merger, Ms. Hill and Messrs. Kalscheur, Schnel, and Sznewajs retired as directors of the Company and the Bank and Ms. Lester and Messrs. Burke, Eggemeyer, and Schell were appointed as directors of the Company and the Bank.

  50. 2023 Summary Table of Director Compensation

    | 24 | Banc of California | Annual Proxy Statement | 2024 |

  51. 2023 Summary Table of Director Compensation

    The following table presents: (a) the number of stock awards granted to each non-employee director during 2023 (all of which were in the form of RSUs), the grant date fair values of which are reflected in the table above; (b) the aggregate number of outstanding unvested RSUs held by each non-employee director as of December 31, 2023; and (c) the aggregate number of outstanding options held by each non-employee director at December 31, 2023 (all of which were fully vested). In accordance with the Merger Agreement, RSUs outstanding immediately prior to the effective time of the PacWest Merger held by non-employee directors vested in full at the effective time. RSUs granted subsequent to the effective time of the PacWest Merger to non-employee directors will vest in full on May 9, 2024.

  52. 2023 Summary Table of Director Compensation

    | | Stock Awards in the 2023 Summary Table of Director Compensation Above | Aggregate Awards Outstanding as of December 31, 2023 | | | Name | Number of RSUs Granted | Aggregate Number of Unvested RSUs Outstanding | Aggregate Number of Options Outstanding | | James A. “Conan” Barker | 10,066 | 3,203 | — | | Paul R. Burke(1) | 3,203 | 3,203 | — | | Mary A. Curran | 10,066 | 3,203 | — | | John M. Eggemeyer(1) | 3,203(2) | 3,203 | — | | Shannon F. Eusey | 10,066 | 3,203 | — | | Bonnie Hill(1) | 6,863 | — | — | | Denis P. Kalscheur(1) | 6,863 | — | — | | Richard J. Lashley | 10,066 | 3,203 | — | | Susan E. Lester(1) | 3,203 | 3,203 | — | | Joseph J. Rice(2) | 10,066 | 3,203 | — | | Todd Schell(1) | 3,203 | 3,203 | — | | Vania E. Schlogel | 10,066 | 3,203 | — | | Jonah Schnel(1) | 6,863 | — | 7,452 | | Robert Sznewajs(1) | 6,863 | — | 5,616 | | Andrew Thau | 10,066 | 3,203 | — |

  53. 2023 Summary Table of Director Compensation

    (1) On November 30, 2023, at the effective time of the PacWest Merger, Ms. Hill and Messrs. Kalscheur, Schnel, and Sznewajs retired as directors of the Company and the Bank and Ms. Lester and Messrs. Burke, Eggemeyer, and Schell were appointed as directors of the Company and the Bank. (2) Mr. Rice became a director of the Company and the Bank on May 11, 2023.

  54. 2023 Summary Table of Director Compensation

    | 25 | Banc of California | Annual Proxy Statement | 2024 |

  55. Cyber/Information Security

    | Director Stock Ownership Guidelines | | | The Board has determined that long-term, significant equity ownership by all directors and senior officers is in the best interest of the Company and serves to align the interests of the directors and senior officers with the interests of the Company’s stockholders. To that end, the Board has adopted the following non-employee director stock ownership guidelines and expectations: | | | •As required by the Company’s Corporate Governance Guidelines, non-employee directors are expected to own stock or stock equivalents with a value equal to five times the then-current annual base cash retainer by the end of the fifth fiscal year following their appointment to the Board. We evaluate stock ownership of our directors annually. As of December 31, 2023, based on the NYSE closing stock price per share of our voting common stock on that day, each of the directors complied with the Stock Ownership Guidelines, giving allowance for the fact that certain directors have served on the Board for less than five years. | | | •Stock ownership guidelines are also applicable to senior officers as described in more detail below. See Compensation Discussion and Analysis—Stock Ownership Guidelines section in this proxy statement. | | | •Directors are expected to be long-term stockholders and to refrain from selling stock other than for legitimate tax, estate planning, or portfolio diversification purposes. | | | Public Communications Policy | Insider Trading Policy | | The Public Communications Policy, overseen by the Audit Committee, allows for more oversight and involvement by the Board and enhances the shared accountability for and the review of all financial related public communications by the Company. | Directors, officers and employees are obligated to comply in all respects with the Ethics Code and the Company’s Insider Trading Policy, as well as all Company black-outs or similar trading restrictions as communicated by the General Counsel. | | ESG Policies and Statements | | | Select Policies: • BSA-AML-OFAC Policy and Program • Business Continuity Program Policy • Code of Business Conduct & Ethics Policy • Community Reinvestment Act (CRA) Reg BB Program and Policy • Compliance Management System Policy Program • Corporate Security Program • Enterprise Risk Management Policy and Program • Environmental, Social, and Governance (ESG) Policy • Fair Lending Policy • Investment Policy • Operational Risk Management Policy and Program • Privacy Program Policy and Standard • Written Information Security Program and Policy (WISPP) | Statements: • Environmental • Health & Safety • Human Rights • Supplier Diversity |

  56. Strong Alignment with Stockholders — What We Do and What We Don't Do

    | Strong Alignment with Stockholders—What We Do | | | ✓ | Compensation Principles. Our compensation program is guided by our goals to align the interests of our executive officers with our long-term strategy and the interests of stockholders in a manner that appropriately considers the safety and soundness of the Bank. | | ✓ | Performance-Based Awards. Our executive compensation practice focuses on performance-based awards that are tied to our strategic initiatives and overall stockholder objectives. Nearly two-thirds of our Chief Executive Officer's pay is at-risk or performance-based pay and 50% of our annual equity awards are based on three-year performance goals of our NEOs, and the other 50% are based on their continued service over three years. | | ✓ | Risk Events Are Considered in Pay Decisions. Our CNG Committee annually assesses our executive and broad-based compensation programs to ensure prudent risk management. | | ✓ | Formula-based and objective annual non-equity incentives. Our annual non-equity incentive plan is comprised primarily of formula-based objective measures with payout caps that are focused on improving key franchise metrics such as demand deposit growth and earnings per share. | | ✓ | Recoupment Policy. Since 2017, we have had a recoupment policy that provides the Board with the ability to recover or cancel cash incentive compensation and equity awards granted to certain officers if, among other things, the Company is required to restate its financial statements or correct a material error. This is in addition to the mandatory recoupment policy we were required to adopt in 2023 as a NYSE-listed Company, and which was adopted by us on December 1, 2023. |

  57. Compensation Program and Philosophy

    | Element | Purpose | Key Features | Performance Measures | | Cash Compensation | | | | | Base Salary | A fixed element of compensation that recognizes an individual's role and expertise | •Fixed Pay informed by an executive’s position and experience •Considers data from our peer group and other variables •Reviewed annually, subject to the terms of any employment agreement | •Not Applicable | | Annual Incentive Plan | To drive performance against annual objectives | •Delivered in cash •Target values considers data from our peer group and other variables •Actual bonus can range from 0% to 150% of Target | •Pre-defined performance goals that align with our strategic plan and Board approved budget | | Long-Term Incentive Equity Awards | | | | | Performance Shares | To drive performance against long-term objectives and create alignment with our stockholder interests | •Accounts for 50% of the LTI Award •Three-year performance period •Target values considers data from our peer group and other variables •Earned shares vest at the end of the performance period •Earned shares can range from 0% to 150% of Target | •Assessed against pre-established performance measures •Rewards for return-based measures and total stockholder return •Value directly linked to our stock price •Based on Absolute and Relative performance •Continued employment | | Restricted Stock | To create alignment with our stockholder interests, balance risk-taking, encourage ownership, and retain key executives | •Three equal installments over three years •Target values considers data from our peer group and other variables | •Value directly linked to our stock price •Continued employment |

  58. Role of Peer Group for 2023 and 2024 Compensation Decisions

    Role of Peer Group for 2023 and 2024 Compensation Decisions An important part of our compensation governance is the CNG Committee’s review of the Company’s compensation programs relative to the competitive market. When reviewing our compensation program, while keeping a primary focus on what is in the Company’s and stockholders’ best interests, the CNG Committee uses market data to help inform its decision-making regarding competitive pay levels and to understand how compensation compares to the market for comparable banks. The peer group that was used to benchmark market practices related to executive and board compensation programs and pay levels, and to provide guidance in setting 2023 pay opportunities included commercial banks in the western region of the United States with total assets ranging from approximately 1/2 to 2 1/2 times the Company's total assets. The CNG Committee maintained the same peer group as 2022 for setting 2023 pay opportunities, listed below:

  59. Role of Peer Group for 2023 and 2024 Compensation Decisions

    | Axos Financial, Inc. | Luther Burbank Corporation | | Banner Corporation | National Bank Holdings Corporation | | Columbia Banking System, Inc. | Pacific Premier Bancorp, Inc. | | CVB Financial Corp. | Preferred Bank | | First Foundation Inc. | RBB Bancorp | | Heritage Commerce Corp. | Sierra Bancorp | | Heritage Financial Corporation | TriCo Bancshares | | HomeStreet, Inc. | Westamerica Bancorporation | | Hope Bancorp, Inc. | |

  60. Role of Peer Group for 2023 and 2024 Compensation Decisions

    Following the PacWest Merger and for determining 2024 pay opportunities, the CNG Committee reviewed the compensation peer group and made adjustments that were more reflective of the combined organization. In reviewing potential companies to add to or remove from the peer group, and with help from Meridian, we considered the following key principles: •Operate in a comparable industry: Regional Banks; •Comparable in size and scope: Banks with total assets ranging from approximately 1/2 to 2 times the combined Company’s total assets; •Subject to similar regulatory oversight; and •Compete for the same talent. We consider it important to establish a robust peer group that is large enough to withstand potential industry volatility. This process, along with our review and judgment, resulted in the below 15-company peer group:

  61. Role of Peer Group for 2023 and 2024 Compensation Decisions

    | Bank of Hawaii Corporation | Old National Bancorp | | Bank OZK | Pinnacle Financial Partners | | BankUnited, Inc. | Prosperity Bancshares, Inc. | | Columbia Banking System, Inc. | Texas Capital Bancshares, Inc. | | East West Bancorp, Inc. | UMB Financial Corporation | | F.N.B. Corporation | United Bankshares, Inc. | | Fulton Financial Corporation | Valley National Bancorp | | Hancock Whitney Corporation | |

  62. Role of Peer Group for 2023 and 2024 Compensation Decisions

    As of December 31, 2023, the Company was positioned at the 50th percentile for assets.

  63. Incentive (Performance) Based Compensation (Annual and Long-Term)

    Incentive (Performance) Based Compensation (Annual and Long-Term) Executive Incentive Compensation Plan. The Company's Executive Incentive Compensation Plan (Executive Incentive Plan) is an annual (cash-based) incentive plan that is designed to motivate and reward pre-defined annual performance goals and objectives. The Executive Incentive Plan defines target incentive opportunities and specific performance goals for the fiscal year that are approved by the CNG Committee at the start of each year. The Executive Incentive Plan also provides that, unless otherwise determined by the CNG Committee, an award will be forfeited if the applicable executive’s employment does not continue through the date the award is paid. Awards under the Executive Incentive Plan may be paid in cash or the Company's common stock issued under the Company’s 2018 Omnibus Plan (or any successor plan).

  64. Incentive (Performance) Based Compensation (Annual and Long-Term)

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  65. Incentive (Performance) Based Compensation (Annual and Long-Term)

    Each eligible named executive officer may earn between 0% and 150% of his or her target annual incentive opportunity based on achieved performance against the pre-set performance goals. For financial metrics, threshold performance results in a 50% of target payout, target performance results in a 100% payout, and maximum performance results in a 150% payout. For performance between threshold and target, and target and maximum, the payout is determined by linear interpolation. For 2023, each NEO was eligible to earn an incentive award between a threshold and maximum amount, as reflected in the table below.

  66. Incentive (Performance) Based Compensation (Annual and Long-Term)

    | | Annual Incentive Opportunity as a % of Base Salary | | | | Name | Threshold | Target | Maximum | | Jared Wolff | 50% | 100% | 150% | | Joseph Kauder(1) | 38% | 75% | 113% | | Ido Dotan | 25% | 50% | 75% | | Hamid Hussain | 38% | 75% | 113% | | John Sotoodeh | 38% | 75% | 113% | | Raymond Rindone | 25% | 50% | 75% | | Lynn Hopkins(2) | - | - | - |

  67. Incentive (Performance) Based Compensation (Annual and Long-Term)

    (1) Mr. Kauder, who joined the Company as Executive Vice President and Chief Financial Officer effective July 10, 2023, was eligible to earn a prorated incentive award for 2023. (2) Ms. Hopkins, who departed from the Company effective March 31, 2023, was not eligible to earn an incentive award for 2023. The CNG Committee recognizes the importance of rewarding and incentivizing the executive team for performance that supports our Board-approved strategic plan and focuses on financial metrics that drive long-term stockholder value while also being within management's control. In early 2023, the CNG Committee defined and set the following performing metrics and corresponding weights for the 2023 incentive award: •[55%] Diluted Core Earnings Per Share (Diluted Core EPS) (net income available to common stockholders, excluding certain items divided by total average diluted outstanding common shares); •[20%] Adjusted Non-Performing Assets to Total Loans and Other Real Estate Owned Ratio (NPA/Loans + OREO) (ratio of non-performing assets to total loans and other real estate owned at December 31, 2023, excluding single-family residential non-preforming assets from the numerator and single-family residential loans from the denominator); and •[25%] Qualitative Considerations (represents CNG Committee discretion related to other qualitative considerations not reflected in the foregoing performance metrics). In order to mitigate risk, the 2023 incentive awards included a gating measure requiring that the Company and the Bank be “well-capitalized” under all regulatory definitions, which if not met, would result in executive management not being eligible to receive incentive compensation. Subsequent to the CNG Committee’s setting the performance metrics for the 2023 incentive awards, and in the aftermath of the regional banking crisis that saw the failures of several regional banks, the Company’s management identified an opportunity to pursue a transformative merger with PacWest, a California-based institution much larger than the Company facing liquidity and other challenges. Management’s efforts in this regard, which included extensive due diligence and the structuring and negotiation of an extraordinarily complex transaction in a compressed time frame, culminated in the execution of the Merger Agreement with PacWest on July 25, 2023. From this point forward, the CNG Committee and the Board directed management to focus on the successful completion of the PacWest Merger. This objective was achieved on November 30, 2023, soon after receiving the requisite regulatory and stockholder approvals. The regulatory approvals were obtained in less than three months, which is unusually fast for a bank merger transaction of this magnitude and in this current environment. Recognizing that management’s priorities had shifted to the PacWest Merger, the CNG Committee determined that the previously set performance metrics for the 2023 incentive awards were no longer relevant. These metrics also ceased to be relevant because PacWest was deemed the acquirer for financial reporting purposes; accordingly, the Company’s reported financial results for the year ended December 31, 2023 reflect PacWest financial results only on a standalone basis until the

  68. Incentive (Performance) Based Compensation (Annual and Long-Term)

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  69. Incentive (Performance) Based Compensation (Annual and Long-Term)

    closing of the PacWest Merger on November 30, 2023 and results of the combined company for the month of December 2023. In considering the incentive payouts for 2023 to the NEOs, the CNG Committee focused on the following accomplishments relating to the PacWest Merger, including the following: •the completion of the transaction a little more than four months after its public announcement; •the concurrent raising of $400 million in equity capital, bolstering the liquidity and capital positions of the combined company; •the retention of key employees and clients; •the repositioning of the combined company’s balance sheet, including the sale of $6 billion in assets having an average yield of 3.6% and paydown of $9 billion in wholesale funding obligations having an average cost of 5.2%; and •the finalization of the merger integration plan, which is expected to enable the combined company to realize the full cost savings of the transaction in 2024. In considering the overall performance of our management team in 2023, the CNG Committee also reviewed our relative Total Shareholder Return (TSR) performance over the one- and three-year period ending December 31, 2023, relative to the Keefe, Bruyette & Woods (KBW) NASDAQ Regional Banking Index. The CNG Committee recognized that our stock price on December 31, 2023 was trading lower likely due to the market awaiting the Company’s earnings release for the first time following the closing of the PacWest Merger a month earlier in order to understand the impact of the merger on the combined Company. The CNG Committee also recognized and believed that the significant short-, mid-, and long-term value that would be created for all stakeholders from the merger and the ability to execute such a transformative combination effectively and expeditiously outweighed a point-in-time relative TSR comparison. For the period commencing November 30, 2023 (the closing date of the PacWest Merger) to February 26, 2024 (the date prior to when the CNG Committee finalized its compensation decisions), our Total Shareholder Return has been 24.2%, compared to 3.9% for the KBW NASDAQ Regional Banking Index over the same period The CNG Committee believed that these accomplishments were directly attributable to the extraordinary efforts and skills of management, including the NEOs, and after determining that the gating measure had been met, awarded cash incentive amounts for 2023 to the NEOs as follows:

  70. Incentive (Performance) Based Compensation (Annual and Long-Term)

    | Officer | Target Cash Incentive | Total Cash Incentive Earned | Actual Bonus Paid as Percent of Target | | Jared Wolff | $875,000 | $1,312,500 | 150% | | Joseph Kauder(1) | $187,500 | $281,250 | 150% | | Ido Dotan | $225,400 | $250,000 | 111% | | Hamid Hussain | $391,829 | $391,828 | 100% | | John Sotoodeh | $362,925 | $362,925 | 100% | | Raymond Rindone | $190,000 | $245,000 | 129% | | Lynn Hopkins(2) | $— | $— | —% |

  71. Incentive (Performance) Based Compensation (Annual and Long-Term)

    (1) Mr. Kauder, who joined the Company as Executive Vice President and Chief Financial Officer effective July 10, 2023, received a prorated cash incentive award for 2023. (2) Ms. Hopkins, who departed from the Company effective March 31, 2023, did not receive a cash incentive award for 2023. Long-Term Incentives. The CNG Committee believes that a significant portion of the NEOs’ target compensation should be in the form of equity-based incentives, which motivates our executives and key employees to drive and create the long-term performance of the Company. These awards are intended to reward performance over a multi-year period, align the interests of our executives with those of our stockholders, instill an ownership culture, enhance the personal stake of executive officers in the growth and success of the Company, and support retention of top performers. Long-term incentive awards are granted to our NEOs under the 2018 Omnibus Plan. The CNG Committee’s philosophy regarding long-term incentive awards includes our practice that 50% of the annual equity award issued to each NEO generally consists of PSUs that cliff vest based on three-year performance. The remaining 50% of the award to each NEO generally consists of RSUs that vest over three years.

  72. Incentive (Performance) Based Compensation (Annual and Long-Term)

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  73. Incentive (Performance) Based Compensation (Annual and Long-Term)

    Fiscal Year 2023 Annual Equity Grants. Annual equity grants for the NEOs were made on February 23, 2023, as follows: Of the 2023 annual PSU awards: •One-third was contingent on the Company’s Core Return on Average Tangible Common Equity (Core ROATCE) for the year ending December 31, 2025 relative to a pre-established target. Core ROATCE is computed by dividing core net income (loss) available to common stockholders, after adjustment for amortization of intangible assets, by average tangible common equity. Core net income (loss) available to common stockholders is net income (loss) available to common stockholders excluding gains/losses on investments in alternative energy partnerships using the HLBV method, certain indemnified legal costs, and other items at the discretion of the CNG Committee. Tangible common equity is calculated by subtracting goodwill, other intangible assets, and preferred stock from total equity. •One third was contingent on the Company’s Core Return on Average Assets (Core ROAA) for the year ending December 31, 2025 relative to a pre-established target. Core ROAA is computed by dividing core net income (loss) available to common stockholders, after adjustment for amortization of intangible assets, by average tangible assets. Tangible assets are calculated by subtracting goodwill and other intangible assets from total assets. •One-third was contingent on the Company’s Total Shareholder Return (TSR) over the three-year period ending December 31, 2025 relative to the Keefe, Bruyette & Woods (KBW) NASDAQ Regional Banking Index to a pre-established percentile.

  74. Incentive (Performance) Based Compensation (Annual and Long-Term)

    | | Performance Period 2023-2025 | | | | | | Performance Weight | Threshold Performance (Payout at 50% of Target) | Target Performance | Maximum Performance (Payout at 150% of Target) | | Core ROATCE | 33.3% | 50% | 100% | 150% | | Core ROAA | 33.3% | 50% | 100% | 150% | | Relative TSR | 33.3% | 50% | 100% | 150% |

  75. Incentive (Performance) Based Compensation (Annual and Long-Term)

    The CNG Committee approved the goals to align the performance metrics with the Company's strategic plan and were set at a target level that was expected to enhance the franchise value of the Company and be challenging. Similar to the 2023 incentive awards under the Executive Incentive Plan, in order to mitigate risk, the 2023 annual PSUs also contained a gating measure requiring that the Company and the Bank be “well-capitalized” under all regulatory definitions in order for grants to vest. The following table shows the performance and time-based annual equity awards that were granted to the NEOs in 2023. The RSUs are scheduled to vest in one-third annual increments beginning on the first anniversary of the grant date.

  76. Incentive (Performance) Based Compensation (Annual and Long-Term)

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  77. Incentive (Performance) Based Compensation (Annual and Long-Term)

    | Name | Grant Date | RSU Shares Granted | PSU Shares Granted(1) | | Jared Wolff | 2/23/2023 | 27,113 | 27,112 | | Joseph Kauder(2) | 8/2/2023 | 32,098 | — | | Ido Dotan | 2/23/2023 | 7,619 | 7,619 | | Hamid Hussain | 2/23/2023 | 8,830 | 8,829 | | John Sotoodeh | 2/23/2023 | 8,179 | 8,178 | | Raymond Rindone(3) | 2/23/2023 | 5,352 | 5,352 | | | 8/2/2023 | 5,350 | — | | Lynn Hopkins(4) | — | — | — |

  78. Incentive (Performance) Based Compensation (Annual and Long-Term)

    (1) 2023 PSU awards vested in full at the target level of performance on November 30, 2023, at the effective time of the PacWest Merger. (2) Equity award grant on August 2, 2023 represents inducement award to Mr. Kauder pursuant to the terms of his employment agreement. (3) Mr. Rindone served as Interim Chief Financial Officer from March 31, 2023 to July 9, 2023. Equity award grant on August 2, 2023 represents retention award to Mr. Rindone. (4) Ms. Hopkins departed from the Company effective March 31, 2023, as such Ms. Hopkins was not granted equity awards in 2023. 2020-2022 PSU Awards. In 2020, as part of their equity awards granted for that year, each of Messrs. Wolff, Dotan, Hussain and Sotoodeh and Ms. Hopkins were awarded PSUs that could be earned over a performance period that ended on December 31, 2022 (the 2020 PSUs). The 2020 PSUs awarded to Messrs. Wolff, Dotan, Hussain and Sotoodeh and Ms. Hopkins had grant date fair values of approximately $386,989, $101,912, $119,978, $123,838, and $219,296, respectively. Effective February 27, 2023, the CNG Committee certified the achievement of the performance goals of the 2020 PSUs as described below, which vested for each executive at the end of the required service period, i.e., on March 2, 2023, the third anniversary of the grant date of the 2020 PSUs. Performance goals for the 2020 PSUs were as follows: •one-third was contingent on the Company’s Diluted Core EPS (diluted earnings per share excluding or including items at the discretion of the CNG Committee) for the year ending December 31, 2022 relative to a pre-established target; •one-third was contingent on the Company’s Core ROAA (net income excluding items at the discretion of the CNG Committee/average assets) for the year ending December 31, 2022 relative to a pre-established target; and •one-third was contingent on the Company’s TSR over the three-year period ending December 31, 2022 relative to the KBW Nasdaq Regional Banking Index to a pre-established percentile. In addition, in order to mitigate risk, the 2020 PSUs also contained a gating measure requiring that the Company and the Bank be “well-capitalized” under all regulatory definitions. After the end of 2022, the CNG Committee determined that the gating condition had been met and that Messrs. Wolff, Dotan, Hussain and Sotoodeh and Ms. Hopkins were eligible to earn the 2020 PSUs to the extent indicated in the table below. These awards vested on March 2, 2023.

  79. Incentive (Performance) Based Compensation (Annual and Long-Term)

    | | | | | | Performance Achieved | | | | Performance Objective | Performance Weight | Threshold Performance (Payout at 50% of Target) | Target Performance | Maximum Performance (Payout at 150% of Target) | Actual Achieved | Percentage Achieved | Payout (Weight x Percentage Achieved) | | Diluted Core EPS(1) | 33.3% | $1.24 | $1.65 | $2.06 | $1.74 | 111% | 37% | | Core ROAA(1) | 33.3% | 0.78% | 1.04% | 1.31% | 1.15% | 122% | 40% | | Relative TSR | 33.3% | 30th Percentile | 50th Percentile | 80th Percentile | 31st Percentile | 52% | 17% | | Total payout | 100% | | | | | | 94% |

  80. Incentive (Performance) Based Compensation (Annual and Long-Term)

    (1) See Appendix A in this proxy statement for Non-GAAP Reconciliation.

  81. Incentive (Performance) Based Compensation (Annual and Long-Term)

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  82. Incentive (Performance) Based Compensation (Annual and Long-Term)

    With respect to Diluted Core EPS and Core ROAA, actual performance was between the target and maximum levels of performance, resulting in weighted payout percentages of 37% and 40%, respectively, for these two performance measures. On Relative TSR, actual performance was between the threshold and target levels of performance, resulting in a weighted payout percentage of 17% for this performance measure. Based on the sum total of the three payout percentages, Messrs. Wolff, Dotan, Hussain and Sotoodeh and Ms. Hopkins each earned 94% of their 2020 PSUs.

  83. Treatment of our Outstanding Equity Awards upon the PacWest Merger

    Treatment of our Outstanding Equity Awards upon the PacWest Merger The closing of the PacWest Merger constituted a change in control under both the Company and the PacWest stock incentive plans. Each of the sections below describes the treatment of the Stockholder Value Creation Awards, the RSUs and PSUs under the Company’s stock incentive plan as a result of the merger. Cancellation of Stockholder Value Creation Awards. On June 6, 2022, the CNG Committee awarded a one-time performance-based equity grant to several members of the Bank's leadership team, including each of the NEOs other than Messrs. Kauder and Rindone (who were not then employed by the Company). This was intended to incentivize and reward the creation of significant stockholder value, well beyond the performance expectations of our ongoing LTI program. This equity grant was in the form of 100% PSUs that were to have vested on the fourth anniversary of the grant date if the following two conditions were met: •within four years after the grant date, the Company’s voting common stock reaches a price of $35.00 per share and maintains that price, based on the volume-weighted average price, for 20 consecutive trading days; and •the executive remains in the service of the Company through the fourth anniversary of the grant date. Demonstrating our commitment to pay-for-performance, the CNG Committee and Management believed that because of the nature of the performance metric, the fact that these awards were granted when Banc of California was a stand-alone entity, the increase in size of the combined entity, and the short-time the awards were outstanding it was appropriate to cancel the Stockholder Value Creation Awards at the effective time of the PacWest Merger. On August 25, 2023, the CNG Committee approved the cancellation of the Stockholder Value Creation Awards, subject to the completion of the PacWest Merger and the consent of the award holder. Each holder of a Stockholder Value Creation Award consented to the cancellation of his or her award, which occurred on November 30, 2023, at the effective time of the PacWest Merger. The following table shows the grant date fair value of the Stockholder Value Creation Award equity grants, which were cancelled at the effective time of the PacWest Merger. None of our Executive Officers will receive any value associated with this award.

  84. Treatment of our Outstanding Equity Awards upon the PacWest Merger

    | Cancelled PSU Awards | | | | | | | Name | Grant Date | Canceled Date | PSU Shares Cancelled | Grant Date Fair Value | Value Received | | Jared Wolff | 6/6/2022 | 11/30/2023 | 279,207 | $3,074,069 | $0 | | Joseph Kauder(1) | - | - | - | - | - | | Ido Dotan | 6/6/2022 | 11/30/2023 | 45,500 | $500,955 | $0 | | Hamid Hussain | 6/6/2022 | 11/30/2023 | 61,069 | $672,369 | $0 | | John Sotoodeh | 6/6/2022 | 11/30/2023 | 62,502 | $688,147 | $0 | | Raymond Rindone(2) | - | - | - | - | _ | | Lynn Hopkins(3) | 6/6/2022 | 3/31/2023 | 97,088 | $1,068,939 | $0 |

  85. Treatment of our Outstanding Equity Awards upon the PacWest Merger

    (1) Mr. Kauder joined the Company as Executive Vice President and Chief Financial Officer effective July 10, 2023, and did not receive a Stockholder Value Creation Award. (2) Mr. Rindone did not receive a Stockholder Value Creation Award. (3) Ms. Hopkins' Stockholder Value Creation Award was cancelled upon departing from the Company effective March 31, 2023. The proxy rules do not permit us to reverse a previously reported grant date fair value in the 2022 row of the Summary Compensation Table (see page 63). If the cancelled Stockholder Value Creation Award was removed from the Summary Compensation Table, our CEO’s three-year average compensation would be $3.10 million. This three-year average is competitive with the CEO Total Compensation of the 2023 Peer Group.

  86. Treatment of our Outstanding Equity Awards upon the PacWest Merger

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  87. Treatment of our Outstanding Equity Awards upon the PacWest Merger

    Treatment of Outstanding Time-Based Awards. Under our 2018 Omnibus Plan time-based awards granted to employees require a “double trigger” (i.e., a termination of employment other than by the Company for cause or by the participant without good reason) before vesting can accelerate following a change in control. All of the time-based awards delivered to the Named Executive Officers remain unvested and are subject to the same service-based conditions that were in force prior to the PacWest Merger. Treatment of Outstanding Performance-Based Awards. Under our 2018 Omnibus Plan performance-based awards granted to employees require a “double trigger” (i.e., a termination of employment other than by the Company for cause or by the participant without good reason) before vesting can accelerate following a change in control unless the performance-based award cannot be replaced by a substantially identical award. The CNG Committee, with the advice of its advisors, determined that the substantially identical standard could not be conclusively met based on the size and complexity of the PacWest transaction. Accordingly, under the plan, all of the outstanding performance awards (other than the Stockholder Value Creation Awards, described above) were deemed earned upon the change in control at the target level of performance. These details are outlined in our Stock Awards Vested table on page 69.

  88. Treatment of our Outstanding Equity Awards upon the PacWest Merger

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  89. Other Benefits; Compensation Policies and Practices

    Other Benefits; Compensation Policies and Practices Equity Grant Policy. The CNG Committee, pursuant to delegation from the Board of Directors, administers the 2018 Omnibus Plan and establishes the rules for all awards granted under the plan, including grant guidelines, vesting schedules, and other provisions. The CNG Committee reviews these rules periodically and considers, among other things, the interests of our stockholders, market conditions, information provided by independent advisors, performance objectives, and recommendations made by the Chief Executive Officer. The CNG Committee reviews the awards granted for all employees. For annual awards granted in 2023, the CNG Committee reviewed the recommendations of the Chief Executive Officer for other executive officers and employees, revised the proposed grants in certain circumstances, and authorized the awards effective as of the date of its approval. 401(k) Plan. We offer a qualified, tax-exempt savings plan to our employees with a cash or deferred feature qualifying under Section 401(k) of the Internal Revenue Code (the 401(k) Plan). All employees who participate in the 401(k) Plan receive matching contributions up to a certain cap, including the NEOs, who receive matching contributions on the same terms and using the same formulas as other participating employees. Participants are also permitted to borrow against their account balance in the 401(k) Plan. Perquisites and Other Benefits. Our executives are entitled to few benefits that are not otherwise available to all of our employees. During 2023, the limited perquisites that we provided to our NEOs included certain transportation expenses, car allowances, housing related reimbursements, club memberships, and health and life insurance benefits. Officer Stock Ownership Guidelines. The Board of Directors has adopted Stock Ownership Guidelines (Guidelines) for certain senior officers of the Company. The Guidelines require our Chief Executive Officer to own shares equal to at least 300% of his after-tax base salary and that the other NEOs beneficially own shares equal to at least 100% of their after-tax base salary. Compliance with the Guidelines is required to be achieved within three years from the date each officer first becomes subject to the Guidelines, provided that the CNG Committee, in its sole discretion, may adjust or modify such achievement date. Annually, on the last day of our fiscal year, we evaluate stock ownership of our executive officers and directors based on the market value of the shares on the vesting date. As of December 31, 2023, each of our NEOs exceeded the Guidelines, giving allowance for those NEOs who have been executive officers for less than three years. For stock ownership guidelines of non-employee directors, see the Our Commitment to Corporate Sustainability – Corporate Governance Framework – Director Stock Ownership Guidelines section in this proxy statement. Recoupment Policy. Under Section 304 of the Sarbanes-Oxley Act of 2002, if the Company is required to restate its financial statements due to material noncompliance with any financial reporting requirements as a result of misconduct, the Chief Executive Officer and Chief Financial Officer may be required to reimburse the Company for: (i) any bonus or other incentive-based or equity-based compensation received during the 12 months following the first public issuance of the non-complying document; and (ii) any profits realized from the sale of the Company's securities during that 12-month period. The Company's Corporate Governance Guidelines include a recoupment policy that provides the Board with the ability to recover or cancel cash incentive compensation and equity awards granted to certain current and former officers and employees (covered persons), including the NEOs. The Board is committed to strong corporate governance and the integrity of the Company’s financial statements. Under the recoupment policy, if we are required to restate the Company’s financial statements to correct a material error, or if the Board determines that a financial, operational or other performance metric used to determine the grant, vesting, payment or issuance of incentive compensation was calculated incorrectly, the Board will, if it determines in its sole discretion that it is appropriate, feasible and in the best interests of the Company and its stockholders, cause the forfeiture of outstanding and unvested (or unearned) incentive compensation awards and/or require reimbursement of all or part of the incentive compensation previously granted, vested, paid or issued, in each case, in the amount by which the incentive compensation exceeded the amount that would have been granted, vested, paid or issued based on the restated financial statements or correctly calculated metric. If a covered person has sold or otherwise disposed of any shares received pursuant to an incentive compensation award, to the extent the shares would have been subject to recoupment as described above, the Board may recoup from the covered person any pre-tax gain realized from the sale or disposition of the shares. The policy also provides for recoupment of any pre-tax gain realized from the sale of shares received under an incentive compensation award to the extent the shares would have been subject to recoupment, and for recoupment or forfeiture of incentive compensation awards in such amount as the Board determines from any covered person who engages in illegal, fraudulent, or dishonest conduct that has or could reasonably be expected to materially adversely affect us, or that contributed to the grant, vesting, payment or issuance of incentive compensation to the covered person that was greater than what would have been granted, vested, paid or issued in the absence of the misconduct.

  90. Other Benefits; Compensation Policies and Practices

    In addition to the above-described recoupment policy, the Company adopted, on December 1, 2023, a separate written policy that applies to executive officers for the recovery of erroneously awarded incentive-based compensation, in order to comply with new SEC rules promulgated under the Dodd-Frank Act and NYSE Corporate Governance Listing Standards. This policy applies to all incentive-based compensation (including cash bonus payments) received by our current and former Section 16 officers on or after October 2, 2023, the effective date specified in the NYSE Corporate Governance Listing Standards. Anti-Hedging/Pledging Policy. The Company considers it inappropriate for any director or officer to enter into speculative transactions in the Company’s securities. The Company’s insider trading policy prohibits the purchase or sale, by any director, officer or employee, of puts, calls or other derivative securities based on the Company’s securities or short-selling of the Company’s securities. The policy also prohibits directors, officers, and employees from entering into hedging or monetization transactions or similar arrangements with respect to the Company's securities. Directors, officers, and other employees also may not purchase the Company’s securities on margin, or borrow against any account in which Company securities are held. This prohibition does not apply to a broker-assisted cashless exercise of stock options granted as part of a Company incentive plan. Employment Agreements. Our Chief Executive Officer, Mr. Wolff, and our Chief Financial Officer, Mr. Kauder, have employment agreements with us and our former Chief Financial Officer, Ms. Hopkins, had an employment agreement with us. No other NEO has an employment agreement. Each employment agreement was reviewed by the CNG Committee, which determined that the compensation packages provided under these agreements were fair and reasonable on the basis of the CNG Committee’s assessment of comparable compensation opportunities available to the individuals. The specifics of these agreements are described in detail below under Employment Agreements. Potential Payments Due Upon Termination or a Change in Control. The employment agreements with Messrs. Wolff and Kauder provide, and the employment agreement with Ms. Hopkins provided, for severance payments and other benefits following certain termination and/or change in control events. Each of Messrs. Dotan, Hussain, Sotoodeh, and Rindone participates in the Banc of California, Inc. Executive Change in Control Severance Plan (Severance Plan), which will provide them with severance payments and other benefits if their employment is terminated under specified circumstances following a change in control. Under the terms of respective equity award agreements with our NEOs, the executives are entitled to accelerated vesting of equity awards upon termination of employment under certain circumstances, including a change in control. For the purposes of these arrangements, a change in control was deemed to have occurred upon the completion of the PacWest Merger. The specific terms of these arrangements, as well as estimates of the compensation that would have been payable had they been triggered as of December 31, 2023, are described in detail below under the Potential Payments Upon Termination of Employment or Change in Control section in this proxy statement. Tax Impact. Section 162(m) of the Internal Revenue Code generally limits the deductibility of compensation paid to certain executive officers in excess of $1.0 million per officer in any taxable year, including our Chief Executive Officer, Chief Financial Officer, and other NEOs. While the Company’s ability to deduct compensation paid to our NEOs has been limited, our CNG Committee has—consistent with its past practice—continued to retain flexibility to design compensation programs that are in the best long-term interests of the Company and our stockholders, with deductibility of compensation being one of many considerations taken into account.

  91. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation paid to or earned by our NEOs for the years ended December 31, 2023, 2022, and 2021. For information regarding the employment agreements between the Company and certain of the NEOs, see Employment Agreements section in this proxy statement.

  92. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compen-sation(2) | All Other Compen-sation (3) | Total(4) | | Jared Wolff(5) | 2023 | $872,195 | $— | $1,601,980 | $1,312,500 | $143,499 | $3,930,174 | | President and Chief Executive Officer | 2022 | $864,167 | $— | $4,017,585 | $787,500 | $77,057 | $5,746,309 | | | 2021 | $800,000 | $— | $810,036 | $1,012,500 | $81,354 | $2,703,890 | | Joseph Kauder(6) | 2023 | $237,981 | $— | $450,014 | $281,250 | $37,049 | $1,006,294 | | Executive Vice President, Chief Financial Officer | | | | | | | | | Ido Dotan(5) | 2023 | $442,688 | $— | $445,820 | $250,000 | $42,468 | $1,180,976 | | Executive Vice President, General Counsel, Chief Administrative Officer, and Corporate Secretary | 2022 | $410,800 | $— | $742,584 | $205,400 | $17,981 | $1,376,765 | | | 2021 | $408,167 | $— | $264,480 | $256,750 | $9,852 | $939,249 | | Hamid Hussain(5)(7) | 2023 | $514,096 | $— | $515,029 | $391,828 | $52,527 | $1,473,480 | | Executive Vice President, President of the Bank | | | | | | | | | John Sotoodeh(5)(7) | 2023 | $474,849 | $— | $477,505 | $362,925 | $44,849 | $1,360,128 | | Executive Vice President, Chief Operating Officer | | | | | | | | | Raymond Rindone(5)(8) | 2023 | $378,782 | $225,404 | $339,487 | $245,000 | $25,907 | $1,214,580 | | Executive Vice President, Deputy Chief Financial Officer, Head of Corporate Finance, and Former Interim Chief Financial Officer | | | | | | | | | Lynn Hopkins(9) | 2023 | $111,562 | $— | $(132,434) | $— | $653,310 | $632,438 | | Former Executive Vice President, Chief Financial Officer | 2022 | $446,250 | $— | $1,397,018 | $274,444 | $36,439 | $2,154,151 | | | 2021 | $442,708 | $— | $334,714 | $418,359 | $33,763 | $1,229,544 |

  93. Summary Compensation Table

    (1)Represents the grant date fair values of the stock awards granted in that year, calculated under ASC Topic 718. Fair values of stock awards were valued at the closing price of the Company’s voting common stock on the trading day immediately preceding the grant date of the award. For PSUs, the grant date fair value is calculated assuming achievement of the most probable outcome of the performance conditions. The amounts shown do not represent the actual value realized by each NEO. See the PSU and RSU award grant date fair value table on the following page for a detailed description. For further information, see Note 19 to the notes to the consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024. (2)Represents payouts of short-term incentive awards earned under the Executive Incentive Plan for 2023, 2022, and 2021, and paid in 2024, 2023, and 2022, respectively. (3)See the All Other Compensation table for the years ended December 31, 2023, 2022 and 2021 below. (4)Compensation paid to or earned by Mr. Wolff, Mr. Dotan, and Ms. Hopkins for the year ended December 31, 2022 included the grant date fair values of the Stockholder Value Creation Award PSUs. Such awards were cancelled at the effective time of the PacWest Merger. The cancelled Stockholder Value Creation Award PSUs awarded to Mr. Wolff, Mr. Dotan and Ms. Hopkins had grant date fair values of approximately $3,074,069, $500,955, and $1,068,939, respectively. See Treatment of our Outstanding Equity Awards upon the PacWest Merger section in this proxy statement. (5)Stock awards included expense recognized relating to the accelerated vesting of the 2021, 2022, and 2023 annual PSUs at the target level of performance upon the change in control at the effective time of the PacWest Merger. The acceleration was treated as a

  94. Summary Compensation Table

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  95. Summary Compensation Table

    modification for accounting purposes and the Company recognized additional expenses of $639,486, $175,345, $201,582, $187,169, and $74,484 for Mr. Wolff, Mr. Dotan, Mr. Hussain, Mr. Sotoodeh, and Mr. Rindone, respectively. The 2021 PSUs awarded to Mr. Wolff, Mr. Dotan, Mr. Hussain, and Mr. Sotoodeh had grant date fair values of approximately $405,018, $123,240, $120,619, and $125,403, respectively. The 2022 PSUs awarded to Mr. Wolff, Mr. Dotan, Mr. Hussain, and Mr. Sotoodeh had grant date fair values of approximately $462,268, $118,384, $139,014, and $126,481, respectively. The 2023 PSUs award to Mr. Wolff, Mr. Dotan, Mr. Hussain, Mr. Sotoodeh, and Mr. Rindone had grant date fair values of approximately $481,238, $135,237, $156,715, $145,160, and $94,998, respectively, and are reported in the stock awards column in the table above. (6)Mr. Kauder joined the Company as Executive Vice President and Chief Financial Officer effective July 10, 2023, and thus was not an NEO in fiscal years 2021 and 2022. (7)Mr. Hussain and Mr. Sotoodeh were not NEOs in fiscal years 2021 and 2022. (8)Mr. Rindone, who was not an NEO in fiscal years 2021 and 2022, served as Interim Chief Financial Officer from March 31, 2023 to July 9, 2023. The amount in the Bonus column represents a sign-on bonus awarded to Mr. Rindone in 2022 per Mr. Rindone’s offer letter and paid in 2023. (9)Ms. Hopkins departed from the Company effective March 31, 2023. Stock awards for Ms. Hopkins included expense reversals of $132,434 relating to the forfeiture of her 2021 and 2022 annual PSU awards. Expense reversals included only the previously expensed portions of the equity awards. The 2021 annual PSU award and the 2022 annual PSU award granted to Ms. Hopkins which had grant date fair values of approximately $219,296 and $167,357, respectively.

  96. Summary Compensation Table

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  97. Summary Compensation Table

    The following table sets forth the grant date fair value of stock units awarded to the NEOs during the year ended December 31, 2023. For PSUs, both the grant date fair value assuming achievement of the most probable outcome of the performance conditions (which is the amount set forth in column of the Summary Compensation Table titled Stock Awards), and the grant date fair value assuming the maximum award amount is achieved are presented. See 2023 Grants of Plan Based Awards table and the Compensation Discussion and Analysis sections in this proxy statement for details regarding the awards.

  98. Summary Compensation Table

    | | | | Grant Date Fair Value | | | Name | Grant Date | Type of Award Granted | Assuming Most Probable Outcome is Achieved | Assuming Maximum Value is Achieved | | Jared Wolff | 2/23/2023 | RSU | $481,256 | $481,256 | | | 2/23/2023 | PSU(1) | $481,238 | $481,238 | | Joseph Kauder(2) | 8/2/2023 | RSU | $450,014 | $450,014 | | Ido Dotan | 2/23/2023 | RSU | $135,237 | $135,237 | | | 2/23/2023 | PSU(1) | $135,237 | $135,237 | | Hamid Hussain | 2/23/2023 | RSU | $156,733 | $156,733 | | | 2/23/2023 | PSU(1) | $156,715 | $156,715 | | John Sotoodeh | 2/23/2023 | RSU | $145,177 | $145,177 | | | 2/23/2023 | PSU(1) | $145,160 | $145,160 | | Raymond Rindone(3) | 2/23/2023 | RSU | $94,998 | $94,998 | | | 2/23/2023 | PSU(1) | $94,998 | $94,998 | | | 8/2/2023 | RSU | $75,007 | $75,007 | | Lynn Hopkins(4) | - | - | - | - |

  99. Summary Compensation Table

    (1)These PSUs refer to stock units subject to performance measures based on the Company’s core return on average tangible common equity and the Company's total shareholder return relative to the KBW Nasdaq Regional Banking Index over a predetermined measurement period. The 2023 PSUs vested in full at the target level of performance on November 30, 2023, at the effective time of the PacWest Merger. (2)Equity award granted on August 2, 2023 represents inducement award to Mr. Kauder pursuant to the terms of his employment agreement. (3)Mr. Rindone served as Interim Chief Financial Officer from March 31, 2023 to July 9, 2023. Equity award granted on August 2, 2023 represent retention award to Mr. Rindone. (4)Ms. Hopkins departed from the Company effective March 31, 2023, as such Ms. Hopkins was not granted equity awards in 2023.

  100. Summary Compensation Table

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  101. Summary Compensation Table

    The following table summarizes “All Other Compensation” paid to or earned by the NEOs for the years ended December 31, 2023, 2022, and 2021 as included in the Summary Compensation Table.

  102. Summary Compensation Table

    | Name | Year | 401(k) Match | Dividends on Stock Awards | Severance | Other Fringe Benefit(1) | Total | | Jared Wolff | 2023 | $13,200 | $96,655 | $— | $33,644(2) | $143,499 | | | 2022 | $12,200 | $42,032 | $— | $22,825(2) | $77,057 | | | 2021 | $11,600 | $46,765 | $— | $22,989(2) | $81,354 | | Joseph Kauder | 2023 | $5,833 | $— | $— | $31,216(3) | $37,049 | | Ido Dotan | 2023 | $13,200 | $17,310 | $— | $11,958(4) | $42,468 | | | 2022 | $12,200 | $5,348 | $— | $433 | $17,981 | | | 2021 | $9,217 | $387 | $— | $248 | $9,852 | | Hamid Hussain | 2023 | $13,200 | $21,949 | $— | $17,378(5) | $52,527 | | John Sotoodeh | 2023 | $13,200 | $19,039 | $— | $12,610(4) | $44,849 | | Raymond Rindone | 2023 | $12,108 | $1,992 | $— | $11,807(4) | $25,907 | | Lynn Hopkins | 2023 | $16,184 | $14,777 | $613,594 | $8,755(6) | $653,310 | | | 2022 | $12,200 | $6,573 | $— | $17,666(6) | $36,439 | | | 2021 | $11,600 | $3,583 | $— | $18,580(6) | $33,763 |

  103. Summary Compensation Table

    (1)Represents certain amounts paid by the Company for car allowance, club memberships, health insurance benefits, life insurance premiums, and personal use of company car. (2)Includes club memberships and health insurance benefits of $18,900 and $11,484 paid during 2023. Includes club memberships of $20,300 paid during 2022 and $21,125 paid during 2021, respectively. (3)Includes housing-related expenses and health insurance benefits of $22,863 and $4,785 paid during 2023. (4)Includes health insurance benefits of $11,484 paid during 2023. (5)Includes health insurance benefits of $16,044 paid during 2023. (6)Includes car allowance and health insurance benefits of $4,500 and $3,828 paid during 2023. Includes car allowance of $16,570 paid during 2022 and $18,005 paid during 2021, respectively.

  104. Summary Compensation Table

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  105. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of incentive plan-based awards to the NEOs for 2023.

  106. 2023 Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Stock Option Awards (2) | | | Grant | Grant | Thres-hold | Target | Maxi-mum | Thres-hold | Target | Maxi-mum | | | | Name | Type | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Jared Wolff | — | — | $437,500 | $875,000 | $1,312,500 | — | — | — | — | $— | | | PSU | 2/23/2023(3) | $— | $— | $— | — | 27,112 | — | — | $481,238 | | | RSU | 2/23/2023(4) | $— | $— | $— | — | — | — | 27,113 | $481,256 | | Joseph Kauder | — | — | $93,750 | $187,500 | $281,250 | | | | | | | | RSU | 8/2/2023(6) | $— | $— | $— | — | — | — | 32,098 | $450,014 | | Ido Dotan | — | — | $112,700 | $225,400 | $338,100 | — | — | — | — | $— | | | PSU | 2/23/2023(3) | $— | $— | $— | — | 7,619 | — | — | $135,237 | | | RSU | 2/23/2023(4) | $— | $— | $— | — | — | — | 7,619 | $135,237 | | Hamid Hussain | — | — | $195,915 | $391,829 | $587,743 | — | — | — | — | $— | | | PSU | 2/23/2023(3) | $— | $— | $— | — | 8,829 | — | — | $156,715 | | | RSU | 2/23/2023(4) | $— | $— | $— | — | — | — | 8,830 | $156,733 | | John Sotoodeh | — | — | $181,463 | $362,925 | $544,388 | — | — | — | — | $— | | | PSU | 2/23/2023(3) | $— | $— | $— | — | 8,178 | — | — | $145,160 | | | RSU | 2/23/2023(4) | $— | $— | $— | — | — | — | 8,179 | $145,177 | | Raymond Rindone | — | — | $95,000 | $190,000 | $285,000 | — | — | — | — | $— | | | PSU | 2/23/2023(3) | $— | $— | $— | — | 5,352 | — | — | $94,998 | | | RSU | 2/23/2023(5) | $— | $— | $— | — | — | — | 5,352 | $94,998 | | | RSU | 8/2/2023(7) | $— | $— | $— | — | — | — | 5,350 | $75,007 | | Lynn Hopkins | — | —(8) | $— | $— | $— | — | — | — | — | $— |

  107. 2023 Grants of Plan-Based Awards

    (1) Represents the threshold, target, and maximum amounts payable pursuant to each respective NEO’s non-equity incentive award opportunity for 2023 under the Company’s Executive Incentive Plan. (2) Represents the grant date fair values of the awards under ASC Topic 718. For PSUs, the grant date fair value is calculated assuming achievement of the most probable outcome of the performance conditions. For further information, see Note 19 to the notes to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024. (3) In accordance with the Merger Agreement, the 2023 annual PSU awards vested in full at the target level of performance on November 30, 2023, at the effective time of the PacWest Merger. See the discussion within the Compensation Discussion and Analysis section of this proxy statement for further detail. (4) Represents RSUs that are scheduled to vest in one-third annual increments beginning February 23, 2024. (5) Represents RSUs that are scheduled to vest in one-fourth annual increments beginning February 23, 2024. (6) Represents inducement award granted to Mr. Kauder pursuant to the terms of his employment agreement and scheduled to vest in one-third annual increments beginning February 27, 2025. (7) Represents retention award granted to Mr. Rindone scheduled to vest in one-third annual increments beginning August 2, 2024. (8) Ms. Hopkins departed from the Company effective March 31, 2023, as such Ms. Hopkins was not granted equity awards in 2023.

  108. 2023 Grants of Plan-Based Awards

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  109. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table provides information regarding unvested RSUs held by the NEOs as of December 31, 2023.

  110. Outstanding Equity Awards at December 31, 2023

    | | Grant Date | | Stock Awards | | Equity Incentive Plan Awards | | | Name | | Vesting Period(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Jared Wolff | 3/2/2020 | 4 Years | 6,115 | 82,124 | - | - | | | 3/9/2021 | 3 Years | 6,491 | 87,174 | - | - | | | 3/1/2022 | 3 Years | 16,328 | 219,285 | - | - | | | 2/23/2023 | 3 Years | 27,113 | 364,128 | - | - | | Joseph Kauder(4) | 8/2/2023 | 3 Years | 32,098 | 431,076 | - | - | | Ido Dotan | 3/2/2020 | 4 Years | 1,610 | 21,622 | - | - | | | 3/9/2021 | 3 Years | 1,975 | 26,524 | - | - | | | 3/1/2022 | 3 Years | 4,182 | 56,164 | - | - | | | 2/23/2023 | 3 Years | 7,619 | 102,323 | - | - | | Hamid Hussain | 3/2/2020 | 4 Years | 1,896 | 25,463 | - | - | | | 3/9/2021 | 3 Years | 1,933 | 25,960 | - | - | | | 3/1/2022 | 3 Years | 4,911 | 65,955 | - | - | | | 2/23/2023 | 3 Years | 8,830 | 118,587 | - | - | | John Sotoodeh | 3/2/2020 | 4 Years | 1,957 | 26,283 | - | - | | | 3/9/2021 | 3 Years | 2,010 | 26,994 | - | - | | | 3/1/2022 | 3 Years | 4,468 | 60,005 | - | - | | | 2/23/2023 | 3 Years | 8,179 | 109,844 | - | - | | Raymond Rindone(5) | 12/15/2022 | 3 Years | 2,145 | 28,807 | - | - | | | 2/23/2023 | 4 Years | 5,352 | 71,877 | - | - | | | 8/2/2023 | 3 Years | 5,350 | 71,851 | - | - | | Lynn Hopkins(6) | - | - | - | - | - | - |

  111. Outstanding Equity Awards at December 31, 2023

    (1) RSU awards begin to vest one year after the grant date, and vest in substantially equal annual installments over the vesting period. (2) Market value is based on the December 31, 2023 closing price of our voting common stock on the NYSE of $13.43. (3) Under the terms of the Merger Agreement, each outstanding PSU (other than the Stockholder Value Creation Awards, which were cancelled) vested in full at the effective time of the PacWest Merger (on November 30, 2023), with performance deemed to be achieved at the target level of performance. As such, there were no outstanding PSU awards as of December 31, 2023. (4) Equity award granted on August 2, 2023 represents inducement award to Mr. Kauder pursuant to the terms of his employment agreement with the following vesting schedule: one-third annual increments beginning February 27, 2025. (5) Mr. Rindone served as Interim Chief Financial Officer from March 31, 2023 to July 9, 2023. Equity award granted on August 2, 2023 represents unvested portion of retention award to Mr. Rindone with the following vesting schedule: one-third annual increments beginning August 2, 2024. (6) Ms. Hopkins departed from the Company effective March 31, 2023, and forfeited all of her unvested RSU and PSU awards at such time.

  112. Outstanding Equity Awards at December 31, 2023

    | 68 | Banc of California | Annual Proxy Statement | 2024 |

  113. Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control

    Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control As discussed in the Employment Agreements section of this proxy statement, we have employment agreements with Messrs. Wolff and Kauder and had an employment agreement with Ms. Hopkins. The employment agreements with Messrs. Wolff and Kauder provide, and the employment agreement with Ms. Hopkins provided, for severance payments and other benefits following certain termination and/or change in control events. Payment of any such benefits is contingent upon a variety of factors, including the circumstances under which employment is terminated and approval of certain payments by the CNG Committee. Each of Mr. Dotan, Mr. Kauder, Mr. Hussain, Mr. Sotoodeh, and Mr. Rindone participates in the Severance Plan. The Severance Plan provides that if, within 12 months following a change in control, the executive’s employment is terminated by us, other than for cause, or by the executive for good reason (as such terms are defined in the Severance Plan), the executive will receive a cash severance payment and continuation of health benefits as indicated in the chart below. Under the terms of respective equity award agreements with our NEOs, the executives are entitled to accelerated vesting of equity awards after termination of employment following a change in control, with PSUs vesting based on the greater of target performance or actual performance (if measurable), and subject to a pro-rata calculation, as applicable. The following chart summarizes the payments and other benefits that the NEOs could have received in connection with certain employment termination scenarios based on the applicable employment agreements, Severance Plan and/or award agreements. For purposes of the employment agreements, the Severance Plan and the equity award agreements, a change in control was deemed to have occurred upon the completion of the PacWest Merger.

  114. Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control

    | 71 | Banc of California | Annual Proxy Statement | 2024 |

  115. Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control

    | Summary of Benefits and Payments Upon Involuntary Termination of Employment without Cause or Voluntary Termination of Employment for Good Reason(1) | | | | | | | | | Severance Payments | | Acceleration of Equity Awards | | | | | Name and Triggering Event | Base Salary Multiple | Bonus Multiple | RSA or RSU | PSU | Health Benefits | Non-Solicitation Restrictions | | Jared Wolff | | | | | | | | Termination | X 1 | X 0.5 | — | — | 12 months | 24 months | | Termination - Change in Control | X 3 | X 3 | | | 18 months | 24 months | | Death or Disability | | | | | | | | Joseph Kauder | | | | | | | | Termination | X 1 | X 0.5 | (2) | — | — | 12 months | | Termination - Change in Control | X 2 | X 2 | | | 18 months | 12 months | | Death or Disability | | | | | | | | Ido Dotan | | | | | | | | Termination | — | — | — | — | — | — | | Termination - Change in Control | X 1.5 | X 1.5 | | | 18 months | — | | Death or Disability | | | | | | | | Hamid Hussain | | | | | | | | Termination | — | — | — | — | — | — | | Termination - Change in Control | X 1.5 | X 1.5 | | | 18 months | — | | Death or Disability | | | | | | | | John Sotoodeh | | | | | | | | Termination | — | — | — | — | — | — | | Termination - Change in Control | X 1.5 | X 1.5 | | | 18 months | — | | Death or Disability | | | | | | | | Raymond Rindone | | | | | | | | Termination | — | — | — | — | — | — | | Termination - Change in Control | X 1 | X 1 | | | 12 months | — | | Death or Disability | | | | | | | | Lynn Hopkins(3) | | | | | | | | Departure | X 1 | X 0.5 | — | — | — | 24 months |

  116. Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control

    (1) Includes normal or early retirement and voluntary or involuntary (other than for misconduct) termination, including termination following a change in control. (2) Per the terms of Mr. Kauder's employment agreement, acceleration of vesting under this scenario is limited to his inducement equity award. (3) Ms. Hopkins departed from the Company effective March 31, 2023. In connection with her departure, Ms. Hopkins received severance payments equal to 1X annual base salary and 0.5X her target bonus and medical, dental and vision insurance benefits until December 31, 2023.

  117. Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control

    | 72 | Banc of California | Annual Proxy Statement | 2024 |

  118. Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2023

    Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2023 The following table shows the approximate value of the payments and benefits our NEOs would have been entitled to receive had their employment been terminated or had a change in control occurred on December 31, 2023. For these purposes, a change in control was considered to have occurred as a result of the completion of the PacWest Merger. In the case of Ms. Hopkins, the following table shows the payments and benefits she received in connection with her departure from the Company and stepping down from her role as Executive Vice President and Chief Financial Officer effective March 31, 2023. The table excludes: (i) amounts accrued through December 31, 2023 that would be paid in the normal course of continued employment, such as accrued but unpaid salary and bonus amounts; (ii) vested account balances under the Company’s 401(k) plan; and (iii) already vested equity awards. The table also excludes the effect of any cutback required under the executive’s employment agreement, if any, to avoid having any portion of the executive’s payments or benefits being non-deductible by the Company under Section 280G of the Internal Revenue Code and the imposition of an excise tax on the executive under Section 4999 of the Internal Revenue Code. Accordingly, the amounts presented in the table have not been reduced by an amount necessary to avoid the payment of such excise taxes and, therefore, the actual payout amounts may be lower than the amounts presented in the table. The amounts shown are merely estimates of the amounts that would be paid upon termination, each in accordance with the respective employment agreements or other compensation arrangements for each NEO (or the awards that would vest based on the equity agreements). The actual amounts to be paid (or the value of the awards that will vest) can only be determined at the time of termination of employment.

  119. Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2023

    | | Severance Payments | | Acceleration of | | | | | Name/Triggering Event | Base Salary Multiple | Bonus Equivalent | RSUs(1) | PSUs(2) | Health Benefits | Total | | Jared Wolff | | | | | | | | Termination for cause/voluntary termination without good reason | $— | $— | $— | $— | $— | $— | | Involuntary termination without cause/voluntary termination with good reason | 875,000(3) | 437,500(3) | — | — | 42,902(5) | 1,355,402 | | After change in control, involuntary termination without cause/voluntary termination with good reason | 2,625,000(3) | 2,625,000(3) | 752,711 | — | 64,353(5) | 6,067,064 | | Change in control, but no termination of employment occurs | — | — | — | — | — | — | | Death or Disability | — | — | 752,711 | — | 250,000(6) | 1,002,711 | | Joseph Kauder | | | | | | | | Termination for cause/voluntary termination without good reason | $— | $— | $— | $— | $— | $— | | Involuntary termination without cause/voluntary termination with good reason | 500,000(4) | 250,000(4) | 431,076 | — | — | 1,181,076 | | After change in control, involuntary termination without cause/voluntary termination with good reason | 1,000,000(4) | 1,000,000(4) | 431,076 | — | 64,353(5) | 2,495,429 | | Change in control, but no termination of employment occurs | — | — | — | — | — | — | | Death or Disability | — | | 431,076 | — | 250,000(6) | 681,076 | | Ido Dotan | | | | | | | | Termination for cause/voluntary termination without good reason | $— | $— | $— | $— | $— | $— | | Involuntary termination without cause/voluntary termination with good reason | — | — | — | — | — | — | | After change in control, involuntary termination without cause/voluntary termination with good reason | 676,200 | 676,200 | 206,634 | — | 64,353(6) | 1,623,387 | | Change in control, but no termination of employment occurs | — | — | — | — | — | — |

  120. Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2023

    | 73 | Banc of California | Annual Proxy Statement | 2024 |

  121. Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2023

    | Death or Disability | — | — | 206,634 | — | 250,000(6) | 456,634 | | Hamid Hussain | | | | | | | | Termination for cause/voluntary termination without good reason | $— | $— | $— | $— | $— | $— | | Involuntary termination without cause/voluntary termination with good reason | — | — | — | — | — | — | | After change in control, involuntary termination without cause/voluntary termination with good reason | 783,657 | 783,657 | 235,965 | — | 64,353(5) | 1,867,632 | | Change in control, but no termination of employment occurs | — | — | — | — | — | — | | Death or Disability | — | — | 235,965 | — | 250,000(6) | 485,965 | | John Sotoodeh | | | | | | | | Termination for cause/voluntary termination without good reason | $— | $— | $— | $— | $— | $— | | Involuntary termination without cause/voluntary termination with good reason | — | — | — | — | — | — | | After change in control, involuntary termination without cause/voluntary termination with good reason | 725,850 | 725,850 | 223,126 | — | 64,353 | 1,739,179 | | Change in control, but no termination of employment occurs | — | — | — | — | — | — | | Death or Disability | — | — | 223,126 | — | 250,000(6) | 473,126 | | Raymond Rindone | | | | | | | | Termination for cause/voluntary termination without good reason | $— | $— | $— | $— | $— | $— | | Involuntary termination without cause/voluntary termination with good reason | — | — | — | — | — | — | | After change in control, involuntary termination without cause/voluntary termination with good reason | 380,000 | 380,000 | 172,535 | — | 64,353 | 996,888 | | Change in control, but no termination of employment occurs | — | — | — | — | — | — | | Death or Disability | — | — | 172,535 | — | 250,000(6) | 422,535 | | Lynn Hopkins(7) | | | | | | | | Departure | $446,250 | $167,344 | $— | $— | $26,079 | $639,673 |

  122. Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2023

    (1)For RSUs, the amount shown represents the fair market value of the acceleration of vesting of the unvested awards based on the closing price per share of the Company’s voting common stock on December 31, 2023 of $13.43. For information about the unvested awards, see Outstanding Equity Awards at December 31, 2023 section in this proxy statement. (2)No NEO held unvested PSUs at December 31, 2023, as (per the Merger Agreement) all outstanding PSUs (other than the Stockholder Value Creation Awards) vested in full, at the target level of performance, on November 30, 2023, at the effective time of the PacWest Merger as described in further detail in the Treatment of our Outstanding Equity Awards upon the PacWest Merger section of this proxy statement, and as quantified in our Stock Awards Vested table on page 69. Each NEO who received a Stockholder Value Creation Award consented to the cancellation of the NEO’s award at the effective time of the PacWest Merger. (3)Represents the amount that would be paid to Mr. Wolff in cash pursuant to his employment agreement following the termination of his employment in a lump sum on the first payroll date after 60 calendar days have passed from the termination event. (4)Represents the amount that would be paid to Mr. Kauder in cash pursuant to his employment agreement following the termination of his employment in a lump sum on the first payroll period after 60 calendar days have passed from the termination event. (5)Represents the COBRA premium amount that would be paid to NEOs. (6)Death benefit paid by the carrier. (7)Ms. Hopkins departed from the Company effective March 31, 2023. In connection with her departure, Ms. Hopkins received severance payments equal to 1X annual base salary and 0.5X her target bonus and medical, dental and vision insurance benefits until December 31, 2023.

  123. Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2023

    | 74 | Banc of California | Annual Proxy Statement | 2024 |

  124. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio The Company believes executive pay should be aligned with our employees to create stockholder value. Annually, the CNG Committee reviews the amounts paid to our Chief Executive Officer (CEO) as compared to amounts paid to all employees. Set forth below is the annual total compensation of our median employee, the annual total compensation of our CEO, Mr. Wolff, and the ratio of those two amounts: •The 2023 annual total compensation of the median employee of the Company (other than our CEO) was $94,852; •The 2023 annual total compensation of Mr. Wolff was $3,930,174; and •For 2023, the ratio of the annual total compensation of Mr. Wolff to the median annual total compensation of all our employees was 41:1. Our CEO-to-median employee pay ratio is calculated in accordance with Item 402(u) of Regulation S-K promulgated by the SEC. The rules for determining the pay ratio based on the median employee's annual total compensation allow companies to utilize different methodologies that reflect their employment and compensation practices. As such, the pay ratio reported by other companies may not be comparable to our pay ratio. To determine the median employee, we: •examined actual 2023 earnings from payroll records; •annualized the regular pay to equal a twelve-month period for employees who joined the Company during 2023; •excluded employees who separated in 2023 such that only active employees at December 31, 2023 were considered; and •excluded the CEO and employees with no 2023 regular earnings. The results were sorted from lowest total compensation to highest total compensation to determine the median employee. The Company calculated the 2023 annual total compensation for both our median employee and our CEO using the same methodology that the Company used to calculate the CEO's annual total compensation for the Summary Compensation Table in this proxy statement and as further described below as applicable: •we annualized regular pay to equal a twelve-month period; and •we annualized all other compensation to equal a twelve-month period. The CEO's total compensation is divided by the total compensation of the median employee to determine the CEO pay ratio.

  125. Chief Executive Officer Pay Ratio

    | 75 | Banc of California | Annual Proxy Statement | 2024 |

  126. Relationship Analysis Between "Compensation Actually Paid" and Performance Measures

    Relationship Analysis Between "Compensation Actually Paid" and Performance Measures The following chart sets forth the relationship between the compensation actually paid to our CEO, the average compensation actually paid to our non-CEO NEOs, our cumulative TSR and that of the KBW Nasdaq Regional Banking Index over the four most recently completed fiscal years. The following chart sets forth the relationship between compensation actually paid to our CEO, the average compensation actually paid to our non-CEO NEOs and our net income for the four most recently completed fiscal years. (1) Net income for the years ended December 31, 2022, 2021, and 2020 represent reported financial results of the legacy Banc of California on which compensation was based. Net loss for the year ended December 31, 2023 represent reported financial results and metric of the combined company. Following the PacWest Merger, net loss for the year ended December 31, 2023 reflect PacWest financial results only on a standalone basis until the closing of the PacWest Merger on November 30, 2023, and results of the combined company for the month of December 2023.

  127. Relationship Analysis Between "Compensation Actually Paid" and Performance Measures

    | 78 | Banc of California | Annual Proxy Statement | 2024 |

  128. Relationship Analysis Between "Compensation Actually Paid" and Performance Measures

    The following chart sets forth the relationship between compensation actually paid to our CEO, the average compensation actually paid to our non-CEO NEOs and our ROATCE(2) for the four most recently completed fiscal years. (2) ROATCE for the years ended December 31, 2022, 2021, and 2020 represent financial metric of the legacy Banc of California on which compensation was based. ROATCE for the year ended December 31, 2023 represent financial metric of the combined company. Following the PacWest Merger, net loss for the year ended December 31, 2023 reflect PacWest financial results only on a standalone basis until the closing of the PacWest Merger on November 30, 2023, and results of the combined company for the month of December 2023. See Appendix A in this proxy statement for Non-GAAP reconciliation.

  129. Director Nominees Unable to Stand for Election

    Director Nominees Unable to Stand for Election If a director nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute director nominee. If a substitute director nominee is selected, the persons named in the proxy will vote your shares for the substitute director nominee.