DEF 14A of Banc Of California, Inc.
Filed Mar 27, 2025 · FY20240001169770-25-000015
25 Director Compensation
25 Director Compensation 25 Overview 25 Current Non-Employee Director Compensation Program 26 Employee Directors 26 2024 Summary Table of Director Compensation
62 2024 Grants of Plan-Based Awards
62 2024 Grants of Plan-Based Awards
63 Outstanding Equity Awards at December 31, 2024
63 Outstanding Equity Awards at December 31, 2024
65 Employment Agreements
65 Employment Agreements
66 Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control
66 Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control 68 Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2024
66 Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control
| TOC i | Banc of California | Annual Proxy Statement | 2025 |
71 Chief Executive Officer Pay Ratio
71 Chief Executive Officer Pay Ratio
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 2026 annual meeting of stockholders. See the Nominees for Director at the Annual Meeting section in this proxy statement.
Current Board of Directors
Current Board of Directors Details about the current Board of Directors, including committee memberships, are reflected in the following table.
Current Board of Directors
| Name | Age(1) | Director Since | | Committee Memberships | | | | | | | | Principal Occupation | A | CNG | FC | ER | | Barker, James A. “Conan” | 59 | 2019 | Founder and Board Member, Velocity Vehicle Group | M | | M | | | Burke, Paul R. | 62 | 2023 | Officer and Director, Northaven Management, Inc. | | M | M | | | Curran, Mary A. | 68 | 2017 | Former Executive Vice President and Corporate Banking Chief Risk Officer, MUFG Union Bank | | M | | C | | Eggemeyer, John M. | 79 | 2023 | Founder and Managing Principal, Castle Creek Capital LLC | | M | M | | | Eusey, Shannon F. | 55 | 2021 | Chief Executive Officer, Beacon Pointe Advisors | | M | | M | | Lashley, Richard J. | 66 | 2017 | Principal and Managing Member, PL Capital Advisors, LLC | M | | M | | | Lester, Susan E. | 68 | 2023 | Former Chief Financial Officer of U.S. Bancorp and HomeSide Lending, Inc. | C | | | M | | Rice, Joseph J. | 60 | 2023 | Executive Vice President of Operations, Nammi Therapeutics, Inc.; former Chief Credit Officer, Wells Fargo | M | | | M | | Schell, Todd | 37 | 2023 | Managing Director, Warburg Pincus LLC | M | | M | | | Schlogel, Vania E. | 41 | 2021 | Managing Partner and Founder, Atwater Capital LLC | M | M | | | | Thau, Andrew | 59 | 2019 | Founder, Lawridge Drive Advisory Group; former Chief Operating Officer and General Counsel, United Talent Agency | | C | | M | | Wolff, Jared M. | 55 | 2019 | Vice Chairman, Chief Executive Officer and President, Banc of California, Inc. and Chief Executive Officer and Chairman, Banc of California | | | C | M | | (1) As of March 27, 2025 | | | | | | | | | A – Audit Committee | | | | | | | | | FC – Finance Committee | | | | | | | | | CNG – Compensation, Nominating and Corporate Governance Committee | | | | | | | | | ER – Enterprise Risk Committee | | | | | | | | | C – Chair | | | | | | | | | M – Member | | | | | | | |
Current Board of Directors
| 6 | Banc of California | Annual Proxy Statement | 2025 |
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.
Summary of Director Nominees' Qualifications and Experience
| 7 | Banc of California | Annual Proxy Statement | 2025 |
Board Composition
Board Composition Our Board is composed of directors who actively contribute to the evolving needs of the Company with a broad range of perspectives, while maintaining the invaluable institutional knowledge brought by more tenured directors. Our Board is one-third female and includes two directors from historically underrepresented communities. The charts below illustrate the composition of our Board following the Annual Meeting, assuming the election of all of our director nominees.
Board Composition
| 59 years old Average Age of Directors |
Board Composition
| 4.3 years Average Director Tenure |
Board Composition
| 11 out of 12 Directors are Independent |
Board Composition
| 8 | Banc of California | Annual Proxy Statement | 2025 |
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.
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.
Nominees for Director at the Annual Meeting
| | The Board of Directors unanimously recommends that you vote "FOR" each of the director nominees. |
Nominees for Director at the Annual Meeting
| 9 | Banc of California | Annual Proxy Statement | 2025 |
Director Nominees
Director Nominees
Director Nominees
| | 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 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, a nonbank small business lending company 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 28 years. Mr. Barker’s extensive experience in managing large corporate enterprises and his proficiency in corporate strategy and finance make him a valued member of the Board. Mr. Barker is one of the Company’s Board-designated “audit committee financial experts.” | | Independent Director Age: 59 Director Since: 2019 | |
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: 62 Director Since: 2023 | |
Director Nominees
| 10 | Banc of California | Annual Proxy Statement | 2025 |
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 will be completing her service on both the IIPR and the Hunter Industries Inc. boards in June 2025. Ms. Curran previously 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: 68 Director Since: 2017 | |
Director Nominees
| 11 | Banc of California | Annual Proxy Statement | 2025 |
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. Mr. Eggemeyer serves as Chair of the Company's board. 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 Chairman of the board of directors of PacWest Bancorp from 2000 to 2023. He was also a director of Pacific Western Bank. In addition to serving on the Company’s Board, Mr. Eggemeyer is currently on the boards of Primis Financial Corporation, Northpointe Bancshares, Inc. (NYSE: NPB), and American Savings Bank. Previously, he founded Guaranty Bancorp and served as a director from 2004 until 2018. In addition, he was a director of The Bancorp, Inc., 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 Investment 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: 79 Director Since: 2023 | |
Director Nominees
| 12 | Banc of California | Annual Proxy Statement | 2025 |
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 U.S.'s largest registered investment advisory firms specializing in full service financial planning serving foundations, retirement plans, and private wealth clients. From 1994 to 2002, Ms. Eusey served as Senior 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 and advisory boards, including Canaccord Genuity, Viewpoint Ventures Advisory Board, Bento Engine, Inc. Advisory Council and Charles Schwab Advisory Council. She has also 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 $45+ billion registered investment advisory firm, and her keen insights into talent management, operations, marketing, risk and technology, make her a valued member of our Board. | | Independent Director Age: 55 Director Since: 2021 | |
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 (inactive). Mr. Lashley’s extensive experience at KPMG LLP providing professional accounting and advisory services, his service on numerous bank boards, his experience at PL Capital managing investments in the banking industry, and his perspective as an investor in the Company make him a valued member of the Board. Mr. Lashley is one of the Company’s Board-designated “audit committee financial experts.” | | Independent Director Age: 66 Director Since: 2017 | |
Director Nominees
| 13 | Banc of California | Annual Proxy Statement | 2025 |
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 tenures at U.S. Bancorp and HomeSide Lending Inc. 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: 68 Director Since: 2023 | |
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: 60 Director Since: 2023 | |
Director Nominees
| 14 | Banc of California | Annual Proxy Statement | 2025 |
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 a Managing Director on the Financial Services team, focusing on banking and specialty finance. 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 and is currently based in New York. 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 the 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: 37 Director Since: 2023 | |
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. She is also on the Boards of Mediawan, France's leading film studio and wiip Productions, a Los Angeles-based film and TV studio. She was formerly Chairperson of Epidemic Sound, a provider of royalty-free music, as well as Chairperson of LEONINE Studios, Germany's leading film and TV studio. She formerly served on the boards of BMG, the world's largest independent music publisher; Pets at Home, the largest U.K. retailer of pet supplies; and Freepik, the digital content platform. 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 valued member of the Board. Ms. Schlogel is one of the Company’s Board-designated “audit committee financial experts.” | | Independent Director Age: 41 Director Since: 2021 | |
Director Nominees
| 15 | Banc of California | Annual Proxy Statement | 2025 |
Director Nominees
| | Andrew Thau — Mr. Thau spent 18 years at global talent and entertainment company United Talent Agency (UTA), during which time he held executive leadership positions, including as a Board member, Chief Operating Officer, and General Counsel. Mr. Thau recently departed UTA where he was 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 served 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 recently formed Lawridge Drive Advisory Group where he is Founder and Chief Executive Officer. 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 28 years. Mr. Thau’s extensive operational, legal and strategic experience from his senior leadership roles at UTA and various entertainment and technology ventures make him a valued member of the Board. Mr. Thau is Chair of the CNG Committee. | | Independent Director Age: 59 Director Since: 2019 | |
Director Nominees
| | Jared M. Wolff — Mr. Wolff has served as Chief Executive Officer and President of the Company and the Bank and as a director of the Company and Chair of the Board of the Bank since 2019. Mr. Wolff also serves as 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 at PacWest, Mr. Wolff oversaw more than 20 acquisitions. 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 Board of Directors 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: 55 Director Since: 2019 | |
Director Nominees
| 16 | Banc of California | Annual Proxy Statement | 2025 |
Director Compensation
Director Compensation
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 are set forth in the table below.
Current Non-Employee Director Compensation Program
| Schedule of Current Director Fees | | | Compensation Element (1)(2)(3) | | | Annual Retainer | $160,000 | | | Additional Compensation | | Chair of the Board | $85,000 | | Committee Chair | | | Audit | $20,000 | | Finance (4) | N/A | | Compensation, Nominating and Corporate Governance | $15,000 | | Enterprise Risk | $15,000 |
Current Non-Employee Director Compensation Program
(1) The annual retainer is payable one-half in cash and one-half in equity awards. All other compensation elements are payable in cash. (2) Cash compensation is payable in equal quarterly installments, in advance of each quarter. (3) Equity awards are payable in the form of RSUs that fully vest on the one-year anniversary of the grant date, subject to acceleration upon a change in control, termination of service due to death or disability or other qualifying termination of service. Equity awards are granted annually, following the Company’s annual meeting of stockholders. (4) Mr. Wolff serves as Finance Committee Chair; accordingly, no fee was previously paid or is currently paid for that position.
Current Non-Employee Director Compensation Program
| 25 | Banc of California | Annual Proxy Statement | 2025 |
2024 Summary Table of Director Compensation
2024 Summary Table of Director Compensation The following table provides information regarding compensation paid to the non-employee directors of the Company during the year ended December 31, 2024 for their service on the Company Board, Bank Board, and all applicable committee assignments. See the Summary Compensation Table on page 58 in this proxy statement for information regarding compensation paid to Mr. Wolff in 2024.
2024 Summary Table of Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | James A. “Conan” Barker | $80,000 | $80,007 | $641 | $160,648 | | Paul R. Burke | $80,000 | $80,007 | $641 | $160,648 | | Mary A. Curran | $95,000 | $80,007 | $641 | $175,648 | | John M. Eggemeyer | $165,000 | $80,007 | $641 | $245,648 | | Shannon F. Eusey | $80,000 | $80,007 | $641 | $160,648 | | Richard J. Lashley | $80,000 | $80,007 | $641 | $160,648 | | Susan E. Lester | $100,000 | $80,007 | $641 | $180,648 | | Joseph J. Rice | $80,000 | $80,007 | $641 | $160,648 | | Todd Schell | $80,000 | $80,007 | $641 | $160,648 | | Vania E. Schlogel | $80,000 | $80,007 | $641 | $160,648 | | Andrew Thau | $95,000 | $80,007 | $641 | $175,648 |
2024 Summary Table of Director Compensation
(1)Represents the grant date fair value of the stock awards issued during fiscal 2024, determined in accordance with ASC Topic 718. Awards issued during 2024 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. Stock-Based Compensation 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, 2024, filed with the SEC on March 3, 2025. (2)See the table that immediately follows for the number of stock awards granted to each non-employee director during 2024 and the aggregate number of unvested RSUs held by each non-employee director as of December 31, 2024. (3)Amounts reflect cash dividends paid in 2024 with respect to the applicable stock awards.
2024 Summary Table of Director Compensation
| 26 | Banc of California | Annual Proxy Statement | 2025 |
2024 Summary Table of Director Compensation
The following table presents: (a) the number of stock awards granted to each non-employee director during 2024 (all of which were in the form of RSUs), the grant date fair values of which are reflected in the table above; and (b) the aggregate number of outstanding unvested RSUs held by each non-employee director as of December 31, 2024. The RSUs granted during 2024 to the non-employee directors will vest in full on May 9, 2025.
2024 Summary Table of Director Compensation
| | Stock Awards in the 2024 Summary Table of Director Compensation Above | Aggregate Awards Outstanding as of December 31, 2024 | | Name | Number of RSUs Granted | Aggregate Number of Unvested RSUs Outstanding | | James A. “Conan” Barker | 5,366 | 5,366 | | Paul R. Burke | 5,366 | 5,366 | | Mary A. Curran | 5,366 | 5,366 | | John M. Eggemeyer | 5,366 | 5,366 | | Shannon F. Eusey | 5,366 | 5,366 | | Richard J. Lashley | 5,366 | 5,366 | | Susan E. Lester | 5,366 | 5,366 | | Joseph J. Rice | 5,366 | 5,366 | | Todd Schell | 5,366 | 5,366 | | Vania E. Schlogel | 5,366 | 5,366 | | Andrew Thau | 5,366 | 5,366 |
2024 Summary Table of Director Compensation
| 27 | Banc of California | Annual Proxy Statement | 2025 |
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. We provide competitive total compensation opportunities intended to attract, retain and motivate skilled and talented executives. | | ✓ | Performance-Based Awards. Our executive compensation practice focuses on performance-based awards that are tied to our strategic initiatives and overall stockholder objectives. Approximately 91% 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. | | ✓ | Minimum Vesting Period of One Year for Equity Awards. Equity awards granted pursuant to our 2018 Omnibus Incentive Plan generally must have a vesting period of at least one year from the date of grant. | | ✓ | 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 aligned with our strategic goals. | | ✓ | 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 an NYSE-listed company. | | ✓ | Share Ownership Guidelines. We require that our Chief Executive Officer own shares with a market value equal to at least 300% of his after-tax base salary and that the other NEOs own shares equal to at least 100% of their after-tax base salary. Our executives are expected to achieve the minimum equity investment within three years from the date they first become subject to these guidelines. | | ✓ | Anti-Hedging/Pledging Policy. We prohibit short selling, options trading, hedging, and pledging of Company shares. | | ✓ | Capped Cash Incentive Opportunity. The maximum cash bonus opportunity under our Performance-Based Annual Incentive Plan is capped at 200% of Target. | | ✓ | Independent Compensation Consultant. The CNG Committee retains a compensation consultant to provide appropriate advice on compensation and governance matters. The CNG Committee requires an annual assessment of compensation consultant independence and determined the consultant to be independent. | | Strong Alignment with Stockholders—What We Don’t Do | | | X | No Tax Gross-Ups. Our employment agreements and severance plan do not provide for tax gross-ups in the event of a change in control. |
Strong Alignment with Stockholders — What We Do and What We Don't Do
| No Repricing or Repurchase of Underwater Equity Awards. We do not permit the repricing or repurchase of underwater stock options or stock appreciation rights without stockholder approval.X | | No Multi-Year Guaranteed Bonuses.X | | No “Single Trigger” Cash Severance Payments on Change in Control in Employment Agreements. Our executive employment agreements do not have “single-trigger” cash severance payments resulting solely from the occurrence of a change in control.X | | No “Single Trigger” Vesting of Equity Awards Granted under 2018 Omnibus Stock Incentive Plan. All equity awards under the 2018 Omnibus Plan made to employees generally require a “double trigger” (i.e., a termination of employment by the Company other than for cause or resignation by the employee with good reason) before vesting can accelerate following a change in control. For performance-based awards, the 2018 Omnibus Plan provides that, unless the performance award is replaced by a similar award, it will be deemed earned and payable in an amount equal to at least the target level of performance in the event the award vests on an accelerated basis following a change in control.X | | No Dividends on Unvested or Unearned Shares. Under the 2018 Omnibus Plan, we do not pay any dividends on unvested equity awards, including unearned performance-based equity awards. Dividends may be accrued and are only payable at the time such awards vest.X |
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 consider data from our peer group and other variables •Actual bonus can range from 0% to 200% 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 consider 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 200% 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 stockholders' interests, balance risk-taking, encourage ownership, and retain key executives | •Three equal installments over three years •Target values consider data from our peer group and other variables | •Value directly linked to our stock price •Continued employment |
Role of Peer Group for 2024 Compensation Decisions
Role of Peer Group for 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. Following the PacWest Merger and for determining 2024 pay opportunities, the CNG Committee made significant adjustments to update the peer group to be more reflective of the combined organization. In reviewing potential companies to add to or remove from the peer group, and with assistance from Meridian, the CNG Committee's independent compensation consultant, we considered the following key principles: •Operate in a comparable industry: Regional banks; •Comparable in size and scope: Regional banks with total assets ranging from approximately 1/2 to 2 times the combined Company’s total assets; •Business relevance: Banks that have predominantly a commercial banking focus with an appropriate asset range; •Subject to similar regulatory oversight; and
Role of Peer Group for 2024 Compensation Decisions
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Role of Peer Group for 2024 Compensation Decisions
•Compete for the same talent: High-performing institutions with similar qualitative and quantitative competitive profiles, including some peers with geographic overlap and similar competitive compensation dynamics when recruiting talent. We considered 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:
Role of Peer Group for 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 | |
Role of Peer Group for 2024 Compensation Decisions
As of December 31, 2024, the Company was competitively positioned among our peer group by total assets.
Amended and Restated CEO Employment Agreement
Amended and Restated CEO Employment Agreement On May 17, 2024, we entered into an amended and restated employment agreement with Mr. Wolff, the terms of which are summarized under the Employment Agreements—Employment Agreement with Mr. Wolff section in this proxy statement. Mr. Wolff’s employment agreement was revised to reflect his then-current base salary, increase his annual bonus target from 100% of base salary to 150% of base salary and increase the annual target grant amount of his long-term equity incentive award from 110% of base salary to 250% of base salary. These changes were made in light of the company's increased size and generally targeted the median of the peer group CEO compensation. The amendments to his employment agreement also enhanced certain of Mr. Wolff’s severance benefits, which are described in the Potential Payments Upon Termination of Employment or Change in Control section in this proxy statement. In connection with the amendment and restatement of his employment agreement, Mr. Wolff was paid a cash retention bonus of $2,200,000, a prorated portion of which will be clawed back if, prior to April 30, 2027, Mr. Wolff voluntarily resigns or is terminated by the Company for cause. The CNG Committee and the Board believed it was appropriate to pay Mr. Wolff this retention bonus in recognition that he is critical to the success of the combined bank moving forward and his role and leadership in our strategic transformation. The retention bonus was paid in cash as Mr. Wolff’s current holdings of the Company’s stock significantly exceeded our stock ownership guidelines requirement; further, it is the belief of the CNG Committee that given practical restrictions on a CEO selling company stock, including potential market signaling, it is important for the CEO and other key executives to have a balanced compensation program that does not result in compensation without liquidity. The Board approved Mr. Wolff’s current compensation package upon the recommendation of the CNG Committee, which the CNG Committee provided to the Board after conferring with Meridian, the CNG Committee’s independent compensation consultant. The Board believes that Mr. Wolff’s current compensation package is commensurate with his experience and expertise, which are well-aligned with the Company’s existing and expected future needs, and comparable to the pay of CEOs of similar-sized banks. With approximately 91% of Mr. Wolff’s total pay being performance-based and thus at risk, his compensation is strongly tied to stockholder value creation. The following sections highlight the key components with respect to our NEO compensation program for 2024.
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). Each eligible named executive officer may earn between 0% and 200% of his 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 200% payout. For performance between threshold and target, and target and maximum, the payout is determined by linear interpolation. For 2024, each NEO was eligible to earn an incentive award between a threshold and maximum amount, as reflected in the table below.
Incentive (Performance) Based Compensation (Annual and Long-Term)
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Incentive (Performance) Based Compensation (Annual and Long-Term)
| | Annual Incentive Opportunity as a % of Base Salary | | | Annual Incentive Opportunity in $ | | | | Name | Threshold | Target | Maximum | Threshold | Target | Maximum | | Jared Wolff | 75% | 150% | 300% | $787,500 | $1,575,000 | $3,150,000 | | Joseph Kauder | 40% | 80% | 160% | $230,000 | $460,000 | $920,000 | | Bryan Corsini | 40% | 80% | 160% | $220,000 | $440,000 | $880,000 | | Ido Dotan | 40% | 80% | 160% | $230,000 | $460,000 | $920,000 | | Hamid Hussain | 40% | 80% | 160% | $250,000 | $500,000 | $1,000,000 | | John Sotoodeh(1) | 40% | 80% | 160% | $250,000 | $500,000 | $1,000,000 |
Incentive (Performance) Based Compensation (Annual and Long-Term)
(1) Mr. Sotoodeh, who departed from the Company effective November 7, 2024, was not eligible to earn an incentive award for 2024. 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 2024, the CNG Committee defined and set the following performing metrics and corresponding weights for the 2024 incentive award: •[35%] 4Q24 Core Return on Average Tangible Common Equity (Core ROATCE) (core earnings / average tangible common equity). Core earnings is defined as net earnings available to common and equivalent stockholders excluding certain items (see Appendix - Non-GAAP Measures for further details); •[25%] 4Q24 Core Adjusted Noninterest Expense (total noninterest expense, less (1) customer-related expenses; and (2) merger and integration costs)(see Appendix - Non-GAAP Measures for further details); •[15%] 4Q24 Average Noninterest-Bearing Deposits Growth (Average NIB Deposits Growth) (growth in 4Q24 average noninterest-bearing deposits from 4Q23 average noninterest-bearing deposits); and •[25%] Qualitative Considerations (represents CNG Committee discretion related to other qualitative considerations not reflected in the foregoing performance metrics). These metrics were selected by the CNG Committee to reward executives for executing specific strategic initiatives that the CNG Committee and Board believe drive our profitability and long-term stockholder value. In addition to utilizing the performance criteria described above, in order to mitigate risk, the 2024 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. The Executive Incentive Plan provides the CNG Committee the authority to adjust incentive compensation up or down in its sole discretion based on any factors it deems relevant in consideration of measuring the performance of the Company’s executives. In addition, the CNG Committee can also exercise negative discretion with respect to any adverse risk or regulatory matters. After the end of 2024, the CNG Committee calculated the incentive payouts based on the performance goals as defined at the beginning of the year. The CNG Committee determined the gating measure had been met for the 2024 incentive awards and reviewed performance as calculated below. The CNG Committee also evaluated performance relative to the Qualitative Considerations component. Below is a summary of the performance goals at threshold, target and maximum compared to actual achievement (dollars in millions, except per share data):
Incentive (Performance) Based Compensation (Annual and Long-Term)
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Incentive (Performance) Based Compensation (Annual and Long-Term)
| | | | | | Performance Achieved | | | | Performance Objective | Performance Weight | Threshold Performance (Payout Ratio of 50%) | Target Performance (Payout Ratio of 100%) | Maximum Performance (Payout Ratio of 200%) | Actual Achieved | Payout Ratio Achieved | Payout (Weight x Percentage Achieved) | | Core ROATCE | 35% | 12.2% | 13.6% | 15.0% | 7.4% | 0% | 0% | | Core Adjusted Noninterest Expense | 25% | $172.5 | $164.3 | $156.1 | $150.7 | 200% | 50% | | Average NIB Deposits Growth | 15% | 2.5% | 4.9% | 5.9% | 1.7% | 0% | 0% | | Qualitative Considerations | 25% | | | | | 100% | 25% | | Total payout | 100% | | | | | | 75% |
Incentive (Performance) Based Compensation (Annual and Long-Term)
As a result of the calculation presented above and described below, the aggregate payout percentage earned under the performance metrics for 2024 was 75%. •The Company's performance in Core Return on Average Tangible Common Equity, which had a target weighting of 35%, was below the threshold level of performance. Accordingly, no payout was earned with respect to that performance objective. •The Company's Core Adjusted Noninterest Expense, which had a target weighting of 25%, exceeded the target maximum level of performance. Accordingly, a payout at 200% of the target weighting, or 50%, was earned with respect to that performance objective. •The Company's Average Noninterest-Bearing Deposits Growth, which had a target weighting of 15%, was below the threshold level of performance. Accordingly, no payout was earned with respect to that performance objective. •For the Qualitative Consideration component, which had a target weighting of 25%, the CNG Committee determined, based on the Company's overall level of performance in 2024 and accomplishment of key strategic goals, that a payout of 100% of the target weighting, equal to 25%, was earned with respect to that component. In making this determination, the CNG Committee considered the executive team's successful completion of key strategic actions including continued balance sheet repositioning, sale of $1.95 billion of Civic loans, core systems conversion and other merger integration milestones. The CNG Committee also considered the Company's progress in expanding net interest margin, increasing noninterest bearing deposits, reducing noninterest expense, and growing tangible book value per share as well as the Company's annual relative total shareholder return compared to KRX peers. In addition to the overall determination of the component calculations for the NEO group, the CNG Committee, in consultation with the Chief Executive Officer, determined to adjust downward the overall 75% payout level to certain of the NEOs for their individual or business unit's performance in 2024. Accordingly, the cash incentive amounts awarded for 2024 to the NEOs were as follows:
Incentive (Performance) Based Compensation (Annual and Long-Term)
| Officer | Target Cash Incentive | Cash Incentives at 75% Payout Level | Adjustments | Total Cash Incentives Earned | Actual Bonus Paid as Percent of Target | | Jared Wolff | $1,575,000 | $1,181,250 | —% | $1,181,250 | 75% | | Joseph Kauder | $460,000 | $345,000 | —% | $345,000 | 75% | | Bryan Corsini | $440,000 | $330,000 | —% | $330,000 | 75% | | Ido Dotan | $460,000 | $345,000 | —% | $345,000 | 75% | | Hamid Hussain | $500,000 | $375,000 | (5%) | $350,000 | 70% | | John Sotoodeh(1) | $500,000 | $375,000 | —% | $— | —% |
Incentive (Performance) Based Compensation (Annual and Long-Term)
(1) Mr. Sotoodeh, who departed from the Company effective November 7, 2024, was not eligible to earn an incentive award for 2024. 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 motivate 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.
Incentive (Performance) Based Compensation (Annual and Long-Term)
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Incentive (Performance) Based Compensation (Annual and Long-Term)
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 in approximately equal annual installments over three years. Fiscal Year 2024 Annual Equity Grants. Annual equity grants for the NEOs were made on February 27, 2024, as follows: Of the 2024 annual PSU awards: •One third is contingent on the Company’s average Core Return on Average Assets (Core ROAA) for the three-year period consisting of the annualized fourth quarter of 2024, the year ending December 31, 2025 and the year ending December 31, 2026, relative to a pre-established target. Core ROAA is computed by dividing net earnings available to common and equivalent stockholders, after adjustment for amortization of intangible assets, by average assets. •One-third is contingent on the Company’s average Core EPS (Diluted) for the three-year period consisting of the annualized fourth quarter of 2024, the year ending December 31, 2025 and the year ending December 31, 2026, relative to a pre-established target. Core EPS (Diluted) is computed by dividing net earnings available to common and equivalent stockholders excluding certain items, by weighted average diluted common and common equivalent shares outstanding. •One-third is contingent on the Company’s Total Shareholder Return (TSR) over the three-year period from January 1, 2024 through December 31, 2026 relative to the KBW NASDAQ Regional Banking Index to a pre-established percentile.
Incentive (Performance) Based Compensation (Annual and Long-Term)
| | Performance Period 2024-2026 | | | | | | Performance Weight | Threshold Performance | Target Performance | Maximum Performance | | Core ROAA | 33.3% | 50% | 100% | 200% | | Core EPS | 33.3% | 50% | 100% | 200% | | Relative TSR | 33.3% | 50% | 100% | 200% |
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. Since the 2024 annual PSU awards are not earned until the end of the three-year period in 2026, the specific goals for each of the performance measures are not provided at this time but will be disclosed in detail when performance is determined. Similar to the 2024 incentive awards under the Executive Incentive Plan, in order to mitigate risk, the 2024 annual PSUs also contain a gating measure requiring that the Company and the Bank be “well-capitalized” under all regulatory definitions in order for grants to vest.
Incentive (Performance) Based Compensation (Annual and Long-Term)
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Incentive (Performance) Based Compensation (Annual and Long-Term)
Stockholder Value Creation Award Equity Grant. In connection with the PacWest Merger, the CNG Committee, with consent of award holders, cancelled outstanding Stockholder Value Creation Awards granted in 2022 that would have partially vested in connection with the completion of the PacWest Merger. The CNG Committee determined that due to the limited time such awards were outstanding, the nature of the stock price-based performance metric, and the transformation of the Company post-merger, these awards no longer reflected achievement of meaningful stockholder value, as originally contemplated. 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 58) despite the fact that none of our executive officers will receive any value associated with the 2022 awards. On May 23, 2024, upon review and consideration of the combined Company's goals, the Board, following the recommendation of the CNG Committee, awarded a performance-based equity grant to members of the Bank's leadership team, including certain NEOs. The award was intended to incentivize and reward the creation of significant stockholder value, well beyond the performance expectations of our ongoing LTI program, without encouraging excessive risk-taking. This equity grant was in the form of 100% PSUs that will vest on the fourth anniversary of the grant date if the following two conditions are met: –within four years after the grant date, the Company’s voting common stock reaches a price of $28.73 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. If both conditions are met, the PSUs will vest in full on the fourth anniversary of the grant date. If either condition is not met (except in the case of a change in control), the PSUs will be forfeited. The CNG Committee extensively vetted the design of the award with Meridian, its independent compensation consultant, to ensure the award terms were competitive and otherwise appropriate and that the potential financial impact of the awards, including dilution to existing stockholders, was far outweighed by the stockholder value that would need to be realized to enable vesting of the awards, thereby serving the best interests of all stockholders. The CNG Committee and the Board believe the Stockholder Value Creation Award equity grant is a highly cost-effective means of further aligning the interests of management with the interests of the Company’s stockholders by incentivizing the creation of significant stockholder value and enabling management to share in that value creation. The CNG Committee and Board also believe that by both rewarding management for creating that value and including a four-year service requirement as a vesting condition, this performance-based equity grant greatly enhances the Company’s ability to retain top talent. In approving the Stockholder Value Creation Awards, the CNG Committee and Board considered the positive support of one of its largest stockholders, Warburg Pincus LLC, regarding the rigorous performance conditions of the award and associated sharing ratio with stockholders. Furthermore, the Company received unanimous support for the awards during its stockholder engagement discussions to date. Under the terms of the award, achieving the target price of $28.73 more than doubles the share price at grant ($13.77) and represents a 109% increase. For the award to be earned, our leadership team would need to deliver more than $2.5 billion in stockholder value (excluding dividends). Based on the Stockholder Value Creation Awards granted to our NEOs, only if and upon achievement, the sharing ratio of incremental market capitalization (exclusive of dividends) would only be 1.46%, meaning that 98.54% of the incremental market capitalization would be delivered to stockholders. The aggregate grant date fair value of the Stockholder Value Creation Award equity grant was $17.6 million ($10.1 million to NEOs), representing an estimated after-tax expense of $13.2 million ($7.6 million to NEOs) that will be amortized over the four-year performance period, a cost-efficient method to incentivize and motivate our team to generate significant stockholder value. Moreover, the net number of shares expected to be issued (on an after-tax basis) upon the vesting of the PSUs to our NEOs is approximately 1,257,922 shares, which would represent less than one percent of total outstanding voting common shares on a pro forma basis. The following table shows the grant date fair values of the PSUs awarded to the NEOs as part of the Stockholder Value Creation Award equity grant:
Incentive (Performance) Based Compensation (Annual and Long-Term)
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Incentive (Performance) Based Compensation (Annual and Long-Term)
| Name | Grant Date | Award Type | Shares Granted | Grant Date Fair Value(1) | | Jared Wolff | 5/23/2024 | PSU | 606,829 | $4,763,608 | | Joseph Kauder | 5/23/2024 | PSU | 169,033 | $1,326,909 | | Bryan Corsini(2) | — | — | — | $— | | Ido Dotan | 5/23/2024 | PSU | 169,033 | $1,326,909 | | Hamid Hussain | 5/23/2024 | PSU | 169,033 | $1,326,909 | | John Sotoodeh(3) | 5/23/2024 | PSU | 169,033 | $1,326,909 |
Incentive (Performance) Based Compensation (Annual and Long-Term)
(1) For PSUs that contain a market condition, a Monte Carlo simulation valuation model is used to calculate the grant date fair value of such awards. (2) Mr. Corsini was not awarded PSUs as a part of the Stockholder Value Creation Award equity grant. (3) Upon Mr. Sotoodeh's departure from the Company effective November 7, 2024, his PSUs awarded as a part of the Stockholder Value Creation Award equity grant were forfeited.
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 2024, 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. The CNG Committee does not take material non-public information into account when determining the timing and terms of equity awards, and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. Annual equity awards to our employees are typically made by the CNG Committee on the date of a scheduled meeting of the CNG Committee or the Board of Directors held late February or early March of each year following the public release of financial results for the prior fiscal year. No NEOs were awarded stock options or option-like awards during the year ended December 31, 2024. 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 2024, 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, 2024, each of our NEOs then employed by the Company exceeded the Guidelines, giving allowance for those NEOs who have been subject to the Guidelines 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.
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, 2024, 2023, and 2022. For information regarding the employment agreements between the Company and certain of the NEOs, see Employment Agreements section in this proxy statement.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total(4) | | Jared Wolff(5)(6) | 2024 | $1,043,269 | $2,200,000 | $7,637,070 | $1,181,250 | $67,686 | $12,129,275 | | Chief Executive Officer and President | 2023 | $872,195 | $— | $1,601,980 | $1,312,500 | $143,499 | $3,930,174 | | | 2022 | $864,167 | $— | $4,017,585 | $787,500 | $77,057 | $5,746,309 | | Joseph Kauder(7) | 2024 | $572,115 | $— | $1,956,329 | $345,000 | $136,506 | $3,009,950 | | Executive Vice President, Chief Financial Officer | 2023 | $237,981 | $— | $450,014 | $281,250 | $37,049 | $1,006,294 | | Bryan Corsini(8) | 2024 | $550,000 | $800,000 | $1,702,070 | $330,000 | $19,184 | $3,401,254 | | Executive Vice President, Chief Credit Officer | | | | | | | | | Ido Dotan(6) | 2024 | $570,223 | $— | $1,956,329 | $345,000 | $32,471 | $2,904,023 | | Executive Vice President, General Counsel, Chief Administrative Officer, and Corporate Secretary | 2023 | $442,688 | $— | $445,820 | $250,000 | $42,468 | $1,180,976 | | | 2022 | $410,800 | $— | $742,584 | $205,400 | $17,981 | $1,376,765 | | Hamid Hussain(9) | 2024 | $621,055 | $— | $2,011,061 | $350,000 | $37,965 | $3,020,081 | | Executive Vice President, President of the Bank | 2023 | $514,096 | $— | $515,029 | $391,828 | $52,577 | $1,473,480 | | John Sotoodeh(9)(10) | 2024 | $511,400 | $— | $2,151,750 | $— | $1,887,259 | $4,550,409 | | Executive Vice President, Chief Operating Officer | 2023 | $474,849 | $— | $477,505 | $362,925 | $44,849 | $1,360,128 |
Summary Compensation Table
(1)Represents the grant date fair values of the stock awards granted in that year, calculated under ASC Topic 718. For RSUs, the grant date fair value is 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. For PSUs that contain a market condition, a Monte Carlo simulation valuation model is used to calculate the grant date fair value of such awards. The amounts shown do not represent the actual value realized by each NEO. See the RSU and PSU award grant date fair value table on the following page for a detailed description. For further information, see Note 19. Stock-Based Compensation 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, 2024, filed with the SEC on March 3, 2025. (2)Represents payouts of short-term incentive awards earned under the Executive Incentive Plan for 2024, 2023, and 2022, and paid in 2025, 2024, and 2023, respectively. (3)See the All Other Compensation table for the years ended December 31, 2024, 2023 and 2022 below. (4)Compensation paid to or earned by Mr. Wolff, Mr. Kauder, Mr. Dotan, Mr. Hussain, and Mr. Sotoodeh for the year ended December 31, 2024 included the grant date fair values of the Stockholder Value Creation Award PSUs. These awards vest upon the Company stock achieving a volume-weighted average price of $28.73 for a consecutive twenty trading-day period within four years from the date of grant and continued service through the fourth anniversary of the date of grant. (5)Bonus paid to Mr. Wolff represents a cash retention bonus subject to prorated clawback until April 30, 2027 if he voluntarily resigns or is terminated by the Company for cause. This amount was paid in cash as Mr. Wolff's holdings of Company stock significantly exceeded the Stock Ownership guidelines requirement. (6)Compensation paid to or earned by Mr. Wolff and Mr. Dotan for 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 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 the Treatment of our Outstanding Equity Awards upon the PacWest Merger section in the 2024 proxy statement. (7)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 year 2022. (8)Mr. Corsini became the Company's Executive Vice President and Chief Credit Officer effective April 30, 2024, and thus was not an NEO in fiscal years 2022 and 2023. Bonus paid to Mr. Corsini represents the portion of his cash retention bonus paid in 2024 pursuant to his retention agreement.
Summary Compensation Table
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Summary Compensation Table
(9)Mr. Hussain and Mr. Sotoodeh were not NEOs in fiscal year 2022. (10)Mr. Sotoodeh departed from the Company effective November 7, 2024. In connection with his departure, Mr. Sotoodeh was entitled to receive severance payments under the Company's Executive Change in Control Severance Plan (the CIC Severance Plan). Mr. Sotoodeh received cash severance payments totaling $1,848,352. Mr. Sotoodeh's equity awards granted in 2024 were forfeited and unvested portions of his 2022 and 2023 equity awards were accelerated in full pursuant to the terms of the equity award agreements. Stock awards included incremental expense of $140,689 recognized relating to the accelerated vesting of the 2022 and 2023 grants.
Summary Compensation Table
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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, 2024. 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 the "Stock Awards" column of the Summary Compensation Table), and the grant date fair value assuming the maximum award amount is achieved are presented. See the 2024 Grants of Plan Based Awards table and the Compensation Discussion and Analysis section in this proxy statement for details regarding the awards.
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 | 2/27/2024 | RSU | $1,312,505 | $1,312,505 | | | 3/22/2024 | PSU(1) | $1,560,957 | $2,435,965 | | | 5/23/2024 | PSU(2) | $4,763,608 | $4,763,608 | | Joseph Kauder | 2/27/2024 | RSU | $287,496 | $287,496 | | | 3/22/2024 | PSU(1) | $341,924 | $533,598 | | | 5/23/2024 | PSU(2) | $1,326,909 | $1,326,909 | | Bryan Corsini | 2/27/2024 | RSU | $275,004 | $275,004 | | | 3/22/2024 | PSU(1) | $327,066 | $510,398 | | | 5/9/2024 | RSU(3) | $1,100,000 | $1,100,000 | | Ido Dotan | 2/27/2024 | RSU | $287,496 | $287,496 | | | 3/22/2024 | PSU(1) | $341,924 | $533,598 | | | 5/23/2024 | PSU(2) | $1,326,909 | $1,326,909 | | Hamid Hussain | 2/27/2024 | RSU | $312,494 | $312,494 | | | 3/22/2024 | PSU(1) | $371,658 | $579,986 | | | 5/23/2024 | PSU(2) | $1,326,909 | $1,326,909 | | John Sotoodeh(4) | 2/27/2024 | RSU | $312,494 | $312,494 | | | 3/22/2024 | PSU(1) | $371,658 | $579,986 | | | 5/23/2024 | PSU(2) | $1,326,909 | $1,326,909 |
Summary Compensation Table
(1)These PSUs refer to stock units subject to performance measures based on the Company’s Core ROAA, Core EPS, and the Company's total shareholder return relative to the KBW NASDAQ Regional Banking Index (Relative TSR) over a predetermined measurement period. (2)Represents Stockholder Value Creation Award equity grant. These awards vest upon the Company stock achieving a volume-weighted average price of $28.73 for a consecutive twenty-trading day period within four years from the date of grant and continued service through the fourth anniversary of the date of grant. For more information, see the Compensation Discussion and Analysis—Incentive (Performance) Based Compensation section in this proxy statement. (3)Equity award granted on May 9, 2024 represents an equity retention award granted to Mr. Corsini pursuant to his retention agreement that will vest annually, in substantially equal installments, over a three-year period beginning on May 9, 2025. (4)Upon Mr. Sotoodeh's departure from the Company effective November 7, 2024, all his RSUs and PSUs awarded in 2024 were forfeited.
Summary Compensation Table
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Summary Compensation Table
The following table summarizes “All Other Compensation” paid to or earned by the NEOs for the years ended December 31, 2024, 2023, and 2022 as included in the Summary Compensation Table.
Summary Compensation Table
| Name | Year | 401(k) Match | Dividends on Stock Awards | Severance | Other Fringe Benefit(1) | Total | | Jared Wolff | 2024 | $13,800 | $21,401 | $— | $32,485(2) | $67,686 | | | 2023 | $13,200 | $96,655 | $— | $33,644(2) | $143,499 | | | 2022 | $12,200 | $42,032 | $— | $22,825(2) | $77,057 | | Joseph Kauder | 2024 | $13,800 | $4,280 | $— | $118,426(3) | $136,506 | | | 2023 | $5,833 | $— | $— | $31,216(3) | $37,049 | | Bryan Corsini | 2024 | $13,800 | $4,938 | $— | $446 | $19,184 | | Ido Dotan | 2024 | $13,800 | $5,895 | $— | $12,776(4) | $32,471 | | | 2023 | $13,200 | $17,310 | $— | $11,958(4) | $42,468 | | | 2022 | $12,200 | $5,348 | $— | $433 | $17,981 | | Hamid Hussain | 2024 | $13,800 | $6,573 | $— | $17,592(5) | $37,965 | | | 2023 | $13,200 | $21,949 | $— | $17,378(5) | $52,527 | | John Sotoodeh(7) | 2024 | $13,800 | $12,398 | $1,848,352 | $12,709(6) | $1,887,259 | | | 2023 | $13,200 | $19,039 | $— | $12,610(6) | $44,849 |
Summary Compensation Table
(1)Represents certain amounts paid by the Company for club memberships, health insurance benefits, life insurance premiums, and personal use of company car. (2)Includes club memberships and health insurance benefits of $17,800 and $12,060 paid during 2024. 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. (3)Includes housing-related expenses of $87,141, deemed compensation relating to the purchase of a company vehicle of $16,069 (equal to the difference of fair market value of the vehicle and purchase price paid at the Company's book value), and health insurance benefits of $12,606, paid during 2024. Includes housing-related expenses of $22,863 and health insurance benefits of $4,785 paid during 2023. (4)Includes health insurance benefits of $12,060 and $11,484 paid during 2024 and 2023, respectively. (5)Includes health insurance benefits of $16,848 and $16,044 paid during 2024 and 2023, respectively. (7)Mr. Sotoodeh departed from the Company effective November 7, 2024. In connection with his departure, Mr. Sotoodeh was entitled to receive severance payments under the CIC Severance Plan. Mr. Sotoodeh received cash severance payments totaling $1,848,352.
Summary Compensation Table
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2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of incentive plan-based awards to the NEOs for 2024.
2024 Grants of Plan-Based Awards
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock Awards (2) | | | Grant | Grant | Thres-hold | Target | Maxi-mum | Thres-hold | Target | Maxi-mum | | | | Name | Type | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Jared Wolff | — | — | $787,500 | $1,575,000 | $3,150,000 | — | — | — | — | $— | | | RSU | 2/27/2024(3) | $— | $— | $— | — | — | — | 92,041 | $1,312,505 | | | PSU | 3/22/2024(4) | $— | $— | $— | — | 87,793 | 175,586 | — | $1,560,957 | | | PSU | 5/23/2024(5) | $— | $— | $— | — | 606,829 | 606,829 | — | $4,763,608 | | Joseph Kauder | — | — | $230,000 | $460,000 | $920,000 | — | — | — | — | $— | | | RSU | 2/27/2024(3) | $— | $— | $— | — | — | — | 20,161 | $287,496 | | | PSU | 3/22/2024(4) | $— | $— | $— | — | 19,231 | 38,462 | — | $341,924 | | | PSU | 5/23/2024(5) | $— | $— | $— | — | 169,033 | 169,033 | — | $1,326,909 | | Bryan Corsini | | | $220,000 | $440,000 | $880,000 | — | — | — | — | $— | | | RSU | 2/27/2024(3) | $— | $— | $— | — | — | — | 19,285 | $275,004 | | | PSU | 3/22/2024(4) | $— | $— | $— | — | 18,395 | 36,790 | — | $327,066 | | | RSU | 5/9/2024(6) | $— | $— | $— | — | — | — | 73,776 | $1,100,000 | | Ido Dotan | — | — | $230,000 | $460,000 | $920,000 | — | — | — | — | $— | | | RSU | 2/27/2024(3) | $— | $— | $— | — | — | — | 20,161 | $287,496 | | | PSU | 3/22/2024(4) | $— | $— | $— | — | 19,231 | 38,462 | — | $341,924 | | | PSU | 5/23/2024(5) | $— | $— | $— | — | 169,033 | 169,033 | — | $1,326,909 | | Hamid Hussain | — | — | $250,000 | $500,000 | $1,000,000 | — | — | — | — | $— | | | RSU | 2/27/2024(3) | $— | $— | $— | — | — | — | 21,914 | $312,494 | | | PSU | 3/22/2024(4) | $— | $— | $— | — | 20,903 | 41,806 | — | $371,658 | | | PSU | 5/23/2024(5) | $— | $— | $— | — | 169,033 | 169,033 | — | $1,326,909 | | John Sotoodeh | — | — | $250,000 | $500,000 | $1,000,000 | — | — | — | — | $— | | | RSU | 2/27/2024(7) | $— | $— | $— | — | — | — | 21,914 | $312,494 | | | PSU | 3/22/2024(7) | $— | $— | $— | — | 20,903 | 41,806 | — | $371,658 | | | PSU | 5/23/2024(7) | $— | $— | $— | — | 169,033 | 169,033 | — | $1,326,909 |
2024 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 2024 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 PSUs that contain a market condition, a Monte Carlo simulation valuation model is used to calculate the grant date fair value of such awards. For further information, see Note 19. Stock-Based Compensation 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, 2024, filed with the SEC on March 3, 2025. (3) Represents RSUs that will be issued upon vesting and will vest annually, in substantially equal installments, over a three-year period beginning on February 27, 2025. (4) These PSUs refer to stock units subject to performance measures based on the Company’s Core ROAA, Core EPS, and the Company's total shareholder return relative to the KBW NASDAQ Regional Banking Index (Relative TSR) over a predetermined measurement period. (5) Represents Stockholder Value Creation Award equity grant described in the Compensation Discussion and Analysis—Incentive (Performance) Based Compensation section in this proxy statement. Shares will be issued upon achievement of both (a) Issuer's common stock achieving a twenty trading-day volume-weighted average price of $28.73 per share within four years from the date of grant and (b) the NEO's continued service through the fourth anniversary of the grant. (6) Equity award granted on May 9, 2024 represents an equity retention award granted to Mr. Corsini pursuant to his retention agreement that will vest annually, in substantially equal installments, over a three-year period beginning on May 9, 2025. (7) Upon Mr. Sotoodeh's departure from the Company effective November 7, 2024, all his RSUs and PSUs awarded in 2024 were forfeited.
2024 Grants of Plan-Based Awards
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Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 The following table provides information regarding unvested equity awards held by the NEOs as of December 31, 2024.
Outstanding Equity Awards at December 31, 2024
| | Grant Date | | Stock Awards | | Equity Incentive Plan Awards | | | Name | | Vesting Period(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Jared Wolff | 3/1/2022 | 3 Years | 8,164 | 126,215 | - | - | | | 2/23/2023 | 3 Years | 18,075 | 279,440 | - | - | | | 2/27/2024 | 3 Years | 92,041 | 1,422,954 | - | - | | | 3/22/2024 | 3 Years | - | - | 87,793 | 1,357,280 | | | 5/23/2024 | 4 Years | - | - | 606,829 | 9,381,576 | | Joseph Kauder | 8/2/2023(3) | 3 Years | 21,399 | 330,829 | - | - | | | 2/27/2024 | 3 Years | 20,161 | 311,689 | - | - | | | 3/22/2024 | 3 Years | - | - | 19,231 | 297,311 | | | 5/23/2024 | 4 Years | - | - | 169,033 | 2,613,250 | | Bryan Corsini | 2/27/2021 | 4 Years | 2,079 | 32,141 | - | - | | | 2/16/2022 | 4 Years | 2,805 | 43,365 | - | - | | | 2/8/2023 | 3 Years | 5,480 | 84,721 | - | - | | | 2/27/2024 | 3 Years | 19,285 | 298,146 | - | - | | | 3/22/2024 | 3 Years | - | - | 18,395 | 284,387 | | | 5/9/2024(4) | 3 Years | 73,776 | 1,140,577 | — | — | | Ido Dotan | 3/1/2022 | 3 Years | 2,091 | 32,327 | - | - | | | 2/23/2023 | 3 Years | 5,079 | 78,521 | - | - | | | 2/27/2024 | 3 Years | 20,161 | 311,689 | - | - | | | 3/22/2024 | 3 Years | - | - | 19,231 | 297,311 | | | 5/23/2024 | 4 Years | - | - | 169,033 | 2,613,250 | | Hamid Hussain | 3/1/2022 | 3 Years | 2,456 | 37,970 | - | - | | | 2/23/2023 | 3 Years | 5,887 | 91,013 | - | - | | | 2/27/2024 | 3 Years | 21,914 | 338,790 | - | - | | | 3/22/2024 | 3 Years | - | - | 20,903 | 323,160 | | | 5/23/2024 | 4 Years | - | - | 169,033 | 2,613,250 | | John Sotoodeh | -(5) | - | - | - | - | - |
Outstanding Equity Awards at December 31, 2024
(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, 2024 closing price of our voting common stock on the NYSE of $15.46. (3) 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 August 2, 2024. (4) Equity award granted on May 9, 2024 represents an equity retention award granted to Mr. Corsini pursuant to his retention agreement that will vest annually, in substantially equal installments, over a three-year period beginning on May 9, 2025. (5) Upon Mr. Sotoodeh's departure from the Company effective November 7, 2024, all his RSUs and PSUs awarded in 2024 were forfeited.
Outstanding Equity Awards at December 31, 2024
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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. These employment agreements provide 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. Messrs. Dotan and Hussain participate, and Mr. Sotoodeh participated, in the Company Executive Change in Control Severance Plan (the CIC Severance Plan). The CIC 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 CIC Severance Plan), the executive will receive a cash severance payment and continuation of health benefits as indicated in the chart below. Messrs. Corsini, Dotan and Hussain also participate in the Company's Employee Severance Plan (the Employee Severance Plan), adopted in February 2025, which provides that upon an eligible "Employment Loss" as defined in the Employee Severance Plan, Messrs. Corsini, Dotan and Hussain will receive a cash severance payment in an amount equal to one week of weekly base pay per full year of service, subject to a minimum of 16 weeks for Executive Vice President roles, and continuation of certain health benefits through the month of Employment Loss. 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, CIC Severance Plan and/or award agreements. For purposes of the employment agreements, the CIC Severance Plan and the equity award agreements, a change in control was deemed to have occurred upon the completion of the PacWest Merger.
Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control
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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(1) | | | | | | | | Termination | X 2 | X 2 | | — | 36 months | 24 months | | Termination - Change in Control | X 3 | X 3 | | | 36 months | 24 months | | Death or Disability | | X 1 | | | | | | Joseph Kauder(2) | | | | | | | | Termination | X 1 | X 0.5 | (2) | — | — | 12 months | | Termination - Change in Control | X 2 | X 2 | | | 18 months | 12 months | | Death or Disability | | | | | | | | Bryan Corsini(3) | | | | | | | | Termination | | | | — | — | — | | Termination - Change in Control | | | — | — | — | — | | 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(4) | | | | | | | | Departure | X 1.5 | X 1.5 | | | 18 Months | __ |
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. Per the terms of the Mr. Wolff's employment agreement, also includes our giving him notice of non-renewal upon expiration of his employment term. (2) Per the terms of Mr. Kauder's employment agreement, acceleration of vesting under this scenario is limited to his inducement equity award. (3) Per the terms of Mr. Corsini's retention agreement, any unpaid portion of his cash retention bonus and unvested portions of his equity retention bonus will accelerate upon termination by the Company without cause, voluntary termination for good reason, or termination due to death or disability prior to the third anniversary of his retention agreement. (4) Mr. Sotoodeh departed from the Company effective November 7, 2024. In connection with his departure, Mr. Sotoodeh was eligible for severance payments under the CIC Severance Plan and received payments as set forth in Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2024 below. Mr. Sotoodeh's equity awards granted in 2024 were forfeited and unvested portions of his 2022 and 2023 equity awards were accelerated in full pursuant to the terms of the equity award agreements.
Summary of Benefits and Potential Payments Upon Termination of Employment or Change in Control
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Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2024
Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2024 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, 2024. For these purposes, a change in control was considered to have occurred as a result of the completion of the PacWest Merger or an eligible Employment Loss was considered to have occurred under the Employee Severance Plan, as applicable. Although the Employee Severance Plan was adopted in February 2025, the table assumes applicability of the plan as of December 31, 2024 for illustrative purposes. In the case of Mr. Sotoodeh, the table shows the payments and benefits he received in connection with his departure from the Company effective November 7, 2024. The table excludes: (i) amounts accrued through December 31, 2024 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.
Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2024
| | Severance Payments | | Acceleration of | | | | | | Name/Triggering Event | Base Salary Multiple | Bonus Equivalent | RSUs(1) | PSUs(2)(3) | Health Benefits | Other | Total | | Jared Wolff | | | | | | | | | Termination for cause/voluntary termination without good reason | $— | $— | $— | $— | $— | $— | $— | | Involuntary termination without cause/non-renewal upon expiration of employment term/voluntary termination with good reason | 2,100,000(4) | 3,150,000(4) | 1,828,609 | — | 121,079(6) | — | 7,199,688 | | After change in control, involuntary termination without cause/voluntary termination with good reason | 3,150,000(4) | 4,725,000(4) | 1,828,609 | 2,788,259 | 121,079(6) | — | 12,612,947 | | Change in control, but no termination of employment occurs | — | — | — | — | — | — | — | | Death or Disability | — | 1,050,000 | 1,828,609 | 2,788,259 | 250,000(7) | — | 5,916,868 | | Joseph Kauder | | | | | | | | | Termination for cause/voluntary termination without good reason | $— | $— | $— | $— | $— | $— | $— | | Involuntary termination without cause/voluntary termination with good reason | 575,000(5) | 230,000(5) | 642,518 | — | — | — | 1,447,518 | | After change in control, involuntary termination without cause/voluntary termination with good reason | 1,150,000(5) | 920,000(5) | 642,518 | 695,912 | 60,540(6) | — | 3,468,970 | | Change in control, but no termination of employment occurs | — | — | — | — | — | — | — | | Death or Disability | — | | 642,518 | 695,912 | 250,000(7) | — | 1,588,430 |
Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2024
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Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2024
| (continued) | Severance Payments | | Acceleration of | | | | | | Name/Triggering Event | Base Salary Multiple | Bonus Equivalent | RSUs(1) | PSUs(2)(3) | Health Benefits | Other | Total | | Bryan Corsini(8) | | | | | | | | | Termination for cause/voluntary termination without good reason | $— | $— | $— | $— | $— | $— | $— | | Involuntary termination without cause/voluntary termination with good reason | 300,000 | | 1,598,951 | — | — | — | 1,898,951 | | After change in control, involuntary termination without cause/voluntary termination with good reason | | | 1,598,951 | — | — | — | 1,898,951 | | Change in control, but no termination of employment occurs | — | — | — | — | — | — | — | | Termination qualified as Employment Loss (as defined under the Employee Severance Plan) | 253,846 | — | — | — | — | — | 253,846 | | Death or Disability | 300,000 | | 1,598,951 | 284,387 | 250,000 | — | 2,433,337 | | 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 | 862,500 | 690,000 | 422,537 | 695,912 | 60,540(6) | — | 2,731,489 | | Change in control, but no termination of employment occurs | — | — | — | — | — | — | — | | Termination qualified as Employment Loss (as defined under the Employee Severance Plan) | 176,923 | — | — | — | — | — | 176,923 | | Death or Disability | — | — | 422,537 | 695,912 | 250,000(7) | — | 1,368,449 | | 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 | 937,500 | 750,000 | 467,773 | 721,761 | 48,429(6) | — | 2,925,464 | | Change in control, but no termination of employment occurs | — | — | — | — | — | — | — | | Termination qualified as Employment Loss (as defined under the Employee Severance Plan) | 192,308 | — | — | — | — | — | 192,308 | | Death or Disability | — | — | 467,773 | 721,761 | 250,000(7) | — | 1,439,534 | | John Sotoodeh(9) | | | | | | | | | Departure | $937,500 | $750,000 | $259,536 | $— | $40,852 | $120,000 | $2,107,888 |
Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2024
(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, 2024 of $15.46. For information about the unvested awards, see the Outstanding Equity Awards at December 31, 2024 section in this proxy statement. (2)For PSUs, the acceleration of unvested shares assumes PSUs vest pro-rata based on target payouts after termination of employment relating to a change in control and in the event of death or disability. For information about the unvested awards, see the Outstanding Equity Awards at December 31, 2024 section in this proxy statement. (3)For PSUs awarded under the Stockholder Value Creation equity grant, the acceleration of unvested shares assumes PSUs vest pro-rata based on the portion of the award expensed as of the date of the change in control and in the event of death or disability. (4)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.
Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2024
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Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2024
(5)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. (6)Represents the COBRA premium amount that would be paid to NEOs. (7)Death benefit paid by the carrier. (8)Per the terms of Mr. Corsini's retention agreement, any unpaid portion of his $1.1 million cash retention bonus and unvested portions of his $1.1 million RSU retention bonus will accelerate upon termination by the Company without cause, voluntary termination for good reason, or termination due to death or disability prior to the third anniversary of his retention agreement. (9)Mr. Sotoodeh departed from the Company effective November 7, 2024. In connection with his departure, Mr. Sotoodeh was entitled to receive cash severance payments under the CIC Severance Plan totaling $1,728,352, equal to 1.5X annual base salary and 1.5X his target bonus and the cash equivalent of 18 months of COBRA premiums. Mr. Sotoodeh and the Company entered into a separation agreement and general release of claims pursuant to which Mr. Sotoodeh received the cash severance payments described above and additional cash consideration of $120,000. Mr. Sotoodeh's unvested portions of his 2022 and 2023 equity awards were also accelerated in full pursuant to the terms of the equity award agreements and his equity awards granted in 2024 were forfeited.
Potential Payments Upon Termination of Employment or Change in Control as of December 31, 2024
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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 2024 annual total compensation of the median employee of the Company (other than our CEO) was $92,087; •The 2024 annual total compensation of Mr. Wolff was $12,129,275(1); and •For 2024, the ratio of the annual total compensation of Mr. Wolff to the median annual total compensation of all our employees was 132:1. (1) Includes: (i) Stockholder Value Creation Award equity award with grant date fair value of approximately $4.8 million that vest upon the Company stock achieving a volume-weighted average price of $28.73 for a consecutive twenty-trading day period within four years from the date of grant and continued service through the fourth anniversary of the date of grant and (ii) $2.2 million of cash retention bonus a prorated portion of which will be clawed back if, prior to April 30, 2027, Mr. Wolff voluntarily resigns or is terminated by the Company for cause. 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 this 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 2024 earnings from payroll records; •annualized the regular pay to equal a twelve-month period for employees who joined the Company during 2024; •excluded employees who separated in 2024 such that only active employees at December 31, 2024 were considered; and •excluded the CEO and employees with no 2024 regular earnings. The results were sorted from lowest total compensation to highest total compensation to determine the median employee. The Company calculated the 2024 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.
Chief Executive Officer Pay Ratio
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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 earnings (loss) for the four most recently completed fiscal years. (1) Net earnings (loss) for the year ended December 31, 2024 and 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. Net earnings 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.
Relationship Analysis Between "Compensation Actually Paid" and Performance Measures
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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 year ended December 31, 2024 and 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. 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. See Appendix - Non-GAAP Measures for further details.
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.