DEF 14A of Western Alliance Bancorporation, Apr 24, 2024

DEF 14A of Western Alliance Bancorporation

Filed Apr 24, 2024 · FY20230001193125-24-110085

Open on EDGAR

  1. Qualifications and Experience of Director Nominees

    Qualifications and Experience of Director Nominees Footnotes:

  2. Qualifications and Experience of Director Nominees

    | * Diversity Characteristics based on gender and ethnic diversity information self-identified by each director to the Company. |

  3. Qualifications and Experience of Director Nominees

    | 1. | Independent pursuant to applicable New York Stock Exchange (“NYSE”) and Securities and Exchange Commission (“SEC”) regulations, as determined by the Governance Committee. |

  4. Qualifications and Experience of Director Nominees

    Director Selection Process One of the primary responsibilities of the Governance Committee is to assist the Board of Directors in identifying and reviewing the qualifications of directors and potential directors of the Company. The Board of Directors and the Governance Committee periodically review the appropriate size, composition, skills, and diversity of the Board of Directors to cultivate an effective, independent board. In considering candidates for the Board of Directors, the Governance Committee considers the entirety of each candidate’s credentials and does not have any specific minimum qualifications that must be met by a Governance Committee-recommended nominee. The Company’s Corporate Governance Guidelines provides details on criteria considered, which includes the statement on the number of public company boards on which a Director may serve in addition to the Company’s Board of Directors.

  5. Qualifications and Experience of Director Nominees

    | The Governance Committee is guided by the following basic selection criteria for all director nominees: | | | • Whether the nominee has the financial acumen or other professional, educational or business experience relevant to an understanding of the Company’s business, such as experience in a regulated industry or a publicly held company; | • Whether the nominee would be considered a “financial expert” or “financially literate” as defined in the listing standards of the NYSE or applicable law; | | • Whether the nominee meets the independence requirements of the SEC and listing standards of the NYSE; | • The nominee’s character and integrity, experience and understanding of strategy and policy-setting, reputation for working constructively with others and sufficient time to devote to matters of the Board of Directors; | | • Whether the nominee possesses a willingness to challenge and stimulate management and the ability to work as part of a team in a highly regulated environment; | • Whether the nominee assists in achieving a mix of Board members that represents a diversity of background, perspective and experience, including with respect to age, gender, race, ethnicity, place of residence and specialized experience; and | | • Whether the nominee, by virtue of particular technical expertise, experience or specialized skill relevant to the Company’s current or future business, will add specific value as a director; | • The nominee’s educational, business, non-profit or professional acumen and experience. |

  6. Qualifications and Experience of Director Nominees

    The Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Governance Committee has adopted the Skills Matrix outlining what it believes to be the key areas of expertise currently needed from Board members and identifying how each member contributes to the Board’s overall skillset. The Skills Matrix can be found on page 3. This practice allows the Governance Committee to assess opportunities to improve the Board’s diversity based on each member’s personal factors and professional characteristics. The Governance Committee also considers a candidate’s independence (as defined under applicable NYSE and SEC regulations), presence of any conflicts of interest, and time commitment. Using this methodology, the Governance Committee is dedicated to enhancing the skills and talent of its Board by identifying specific areas for improvement, thereby prioritizing the pool of persons considered for new Board positions. IDENTIFYING DIRECTOR NOMINEES

  7. Qualifications and Experience of Director Nominees

    | 1 ASSESS COMPOSITION AND DETERMINE PRIORITIES | | | | | | Together with the Board, the Governance Committee remains committed to director refreshment, enhancing the skillset of the Board, and considering directors who bring important traits and perspectives to the board room. The Governance Committee continuously seeks out candidates who will contribute to the Board’s skillset and diversity. Due to the Company’s growth objectives, the Committee prioritized expertise in risk management and banking/financial services industry experience as skills that would contribute to the Board’s overall composition and strategic leadership. | | | | 2 IDENTIFYING A POTENTIAL CANDIDATE | | | | | | The Governance Committee considered several qualified candidates with diverse backgrounds and skills over the past year. The Governance Committee sought out the diverse pool of candidates using multiple sources, including engaging a third-party search firm to identify potential directors and receiving input from existing directors and stakeholders. The Governance Committee evaluated candidates based on its set priorities, and the candidates’ qualifications, independence, diversity, biographical information, and references. A dynamic slate of candidates were invited to interview with the Governance Committee and select members of management. The Governance Committee selected three candidates that it believed represented multi-faceted experience in the areas of risk management and controls, technology, payments experience, and board level strategy. The Board accepted these recommendations and appointed Greta Guggenheim, Chris Halmy and Mary Chris Jammet as directors to serve until the Annual Meeting and including them in the slate of director nominees to serve the full term upon their election at the Annual Meeting. | | | | 3 INTRODUCING OUR NEW DIRECTORS SINCE THE 2023 ANNUAL MEETING OF THE STOCKHOLDERS | | | | | | Greta Guggenheim Former CEO TPG Real Estate Finance Trust | Christopher Halmy Former CFO Ally Financial, Inc. | Mary Chris Jammet Former Senior Vice President Legg Mason Capital Mgmt. (now Franklin Templeton) |

  8. Stockholder Recommendations for Nominees

    Stockholder Recommendations for Nominees Although the Governance Committee has no formal policy with respect to the consideration of director candidates recommended by stockholders, it will consider nominees for directors recommended by stockholders in the same manner it considers nominees for directors recommended by other sources. A stockholder wishing to recommend a director candidate for consideration by the Governance Committee should send such recommendation to the Company’s Corporate Secretary at the address shown on the back cover of this proxy statement, who will then forward it to the Governance Committee. Any such recommendation should include the following minimum information for each director nominee: full name, address and telephone number, age, a description of the candidate’s qualifications for service on the Board of Directors (such as principal occupation and directorships on publicly-held companies during the past five years), the candidate’s written consent to be considered for nomination and to serve if nominated and elected, and the number of shares of Company common stock owned, if any. A stockholder who wishes to nominate an individual as a director candidate at the Annual Meeting, rather than recommend the individual to the Governance Committee as a nominee, must comply with certain advance notice requirements. See “Stockholder Proposals for the 2025 Annual Meeting” on page 82 for more information on these procedures. All the nominees standing for election to the Company’s Board of Directors at this year’s Annual Meeting are current directors. The Governance Committee and the Board of Directors believe that all of the nominees satisfy the above-described director standards. Accordingly, all of such nominees were approved to stand for re-election by the Board of Directors, based in part on the recommendation of the Governance Committee. With respect to this year’s Annual Meeting, no nominations for directors were received from stockholders. Board Leadership Structure The Company’s governing documents enable the Board of Directors to determine the appropriate Board leadership structure for the Company and allow the roles of Chair of the Board and CEO to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separate or combined based upon the Company’s needs in light of the dynamic environment in which it operates, changes in governance needs and practices, growth and other developments with respect to its operations, and the Board’s assessment of the Company’s leadership from time to time. While the Board of Directors does not have a definitive policy on whether the role of the Chair and the CEO should be separate and may modify the structure as it deems appropriate from time to time, at this time the Board determined that a separation of the Chair role from the CEO role is in the best interest of the Company. In maintaining the separation of the roles of CEO and Chair, the Board determined that a separate chairperson at this time could more effectively lead the Board in evaluating the performance of management, including the CEO, guide the Board through appropriate governance processes, and lead the Board in managing and responding to the current economic and political environment. Under the Company’s Bylaws, the Chair of the Board is a discretionary position whose sole stated duty is to preside at meetings of the Board and meetings of stockholders, as well as to perform such other duties as assigned to him by the Board, including but not limited to: assisting with setting the Board agenda, leading the Board in evaluating the CEO, and reviewing Board candidates. The independent directors agreed that having an independent director serve as Chair at this time reinforces their objectivity. The Board has determined that Bruce D. Beach is independent within the meaning of the director independence standards set forth by the NYSE and subject to his re-election, has been re-appointed to serve as the Board’s Chair for the 2024-2025 director term. Prior to becoming Chair in 2022, Mr. Beach served as the Company’s Lead Independent Director since 2010 and has substantial management experience and financial expertise. Board Composition The Company’s Bylaws provide that the Board of Directors will consist of not less than eight or more than seventeen directors. The Board of Directors from time to time may fix the number of directors within these limits. While the Bylaws allow for seventeen directors, at this time, the Governance Committee considers eleven to fourteen directors to be the appropriate size for the Company’s Board of Directors. Paul Galant and Dr. Sung Won Sohn are not standing for re-election to the Board of Directors at the Company’s 2024 Annual Meeting. Accordingly, effective as of the date of the Annual Meeting, the Board of Directors will set the number of directors at fourteen. At the Annual Meeting, the directors will be elected to serve for one-year terms. Information regarding each of the Company’s director nominees is set forth below. All ages are provided as of the Record Date.

  9. Information as to Director Nominees

    Information as to Director Nominees The Board of Directors has nominated the individuals listed below to be elected as directors at the Annual Meeting. See “Proposal No. 1 Election of Directors” on page 37. Each of the Company’s current directors also serves as a director of the Company’s wholly owned bank subsidiary, Western Alliance Bank. In connection with his or her election to the Company’s Board of Directors, these nominees will also be elected to the board of Western Alliance Bank.

  10. Information as to Director Nominees

    | BRUCE D. BEACH, C.P.A. | | | | | SENIOR ADVISOR BeachFleischman PC Age: 75 Director since: 2005 Board Chair since: 2022 Audit Committee Financial Expert | Committee Membership: • Audit Committee • Governance Committee |

  11. Information as to Director Nominees

    Qualifications:

  12. Information as to Director Nominees

    | • | Financial expert with over 45 years of experience in public accounting. |

  13. Information as to Director Nominees

    | • | Business leader with extensive management experience, including 24 years as a CEO of a large private corporation. |

  14. Information as to Director Nominees

    | • | Co-founder of one of the largest locally owned Certified Public Accounting (“CPA”) firms in Arizona. |

  15. Information as to Director Nominees

    Biographical Information:

  16. Information as to Director Nominees

    | • | Senior Advisor, BeachFleischman PC, an accounting and business advisory firm in Southern Arizona, since January 2022; Chairman, 1991-2021; Chief Executive Officer, 1991-2015. |

  17. Information as to Director Nominees

    | • | Former board member, Arizona State Board of Accountancy, by gubernatorial appointment, 2018-2023. |

  18. Information as to Director Nominees

    | • | Former Chairman and board member, Southern Arizona Leadership Council. |

  19. Information as to Director Nominees

    | • | Former Chairman, Vice-Chairman, and Audit Committee Chairman, Carondelet Health Network, one of the largest hospital systems in Southern Arizona. |

  20. Information as to Director Nominees

    Education:

  21. Information as to Director Nominees

    | • | B.S., Accounting, University of Arizona |

  22. Information as to Director Nominees

    | • | M.B.A., University of Arizona |

  23. Information as to Director Nominees

    | KEVIN M. BLAKELY | | | | | SENIOR ADVISOR Oliver Wyman, Inc. Age: 72 Director since: 2022 | Committee Membership: • Audit Committee • Risk Committee |

  24. Information as to Director Nominees

    Qualifications:

  25. Information as to Director Nominees

    | • | Served almost 20 years at the Office of the Comptroller of the Currency as a bank regulator. |

  26. Information as to Director Nominees

    | • | Over 50 years experience in the financial services industry, serving as a senior level bank regulator, a Chief Risk Officer at several large regional banks, an advisor to some of the largest banks in the U.S., and a bank director for nearly a decade. |

  27. Information as to Director Nominees

    | • | Former senior advisor at a large public audit firm. |

  28. Information as to Director Nominees

    | • | Deep understanding of corporate management as a senior adviser at Oliver Wyman, and prior board experience. |

  29. Information as to Director Nominees

    Biographical Information:

  30. Information as to Director Nominees

    | • | Senior Advisor and Member of Advisory Board, Oliver Wyman, Inc., a leading international management consulting firm, 2015-2016 and 2019 to present. |

  31. Information as to Director Nominees

    | • | Director, Chair of the Compliance Committee; member of Risk Committee and Chairman’s Committee, HSBC North American Holdings, 2013-2021. |

  32. Information as to Director Nominees

    | • | Director, Chair of the Audit Committee and member of the Nominating and Governance Committee, Navigant Consulting, Inc., 2016-2019. |

  33. Information as to Director Nominees

    | • | Prior relevant experience includes: Senior Advisor, Deloitte, 2012-2015; Senior Executive Vice President and Chief Risk Officer, Huntington Bancshares, Inc., 2009-2012; Executive Vice President, Chief Risk Officer, KeyCorp, 1990-2007; President and Chief Executive Officer, The Risk Management Association, 2007-2009; Deputy Comptroller for Special Supervision, Office of the Comptroller of the Currency, 1973-1990. |

  34. Information as to Director Nominees

    Education:

  35. Information as to Director Nominees

    | • | B.S., Finance, Southern Illinois University |

  36. Information as to Director Nominees

    | • | M.B.A., Case Western Reserve University |

  37. Information as to Director Nominees

    | JUAN R. FIGUEREO, C.P.A. | | | | | VENTURE PARTNER Ocean Azul Partners Age: 68 Director since: 2020 Audit Committee Financial Expert | Committee Membership: • Audit Committee (Chair) • Finance and Investment Committee |

  38. Information as to Director Nominees

    Qualifications:

  39. Information as to Director Nominees

    | • | Extensive executive management experience, including service as the Chief Financial Officer of several publicly traded companies. |

  40. Information as to Director Nominees

    | • | Public company board experience, including past and current service as the Audit and Risk Management Committee Chair of other publicly listed companies. |

  41. Information as to Director Nominees

    | • | Proven driver of strategic direction and growth throughout his career in finance and accounting. |

  42. Information as to Director Nominees

    | • | Former Senior Audit Manager at a large public audit firm. |

  43. Information as to Director Nominees

    Biographical Information:

  44. Information as to Director Nominees

    | • | Venture Partner, Ocean Azul Partners, an early-stage investment fund based in Florida, since 2018. |

  45. Information as to Director Nominees

    | • | Board Member and Chair of the Audit Committee, Deckers Outdoor Corporation, since 2020. |

  46. Information as to Director Nominees

    | • | Board Member, Florida International University Foundation, since 2015. |

  47. Information as to Director Nominees

    | • | Executive Vice President & Chief Financial Officer at each of: Revlon, Inc. (2016-2017); NII Holdings, Inc. (2012-2015) (NII Holdings, Inc. filed for bankruptcy protection in New York, New York on September 15, 2014); Newell Brands (2009-2012); Primo Water Corp. (fka Cott Corporation Inc.) (2007-2009). |

  48. Information as to Director Nominees

    | • | Vice President Mergers & Acquisitions, Wal-Mart International, 2003-2007. |

  49. Information as to Director Nominees

    | • | Vice President and Managing Director, Frito Lay Dominicana, 2000-2003; Vice President, Business Integration of Frito Lay Europe, 1999-2000; Vice President and Chief Financial Officer of Frito Lay South Europe, 1997-1999. |

  50. Information as to Director Nominees

    | • | Vice President & Chief Financial Officer, Pepsi-Cola Bottling, 1996-1997; Vice President and Chief Financial Officer, Pepsi-Cola Latin America, 1994-1996 (serving also as a Board Member for Grupo Embotelladoras Unidas (BMV: CULTIBAB) and Buenos Aires Embotelladoras (Formerly NYSE: BAE)); and several other key accounting and finance positions for Pepsi-Cola, 1988-1994. |

  51. Information as to Director Nominees

    | • | Senior Audit Manager, Arthur Andersen & Company, 1981 to 1988. |

  52. Information as to Director Nominees

    | • | Prior board experience: Board Member and Chair of the Audit Committee, Diversey Holdings, Ltd., 2021-2023; Board Member and Chair of the Audit and Risk Management Committee, PVH Corp. Inc., 2011-2020. |

  53. Information as to Director Nominees

    | • | B.B.A., Public Accounting, Florida International University |

  54. Information as to Director Nominees

    | HOWARD N. GOULD | | | | | FORMER VICE CHAIRMAN CCFW, Inc. dba Carpenter & Company Age: 74 Director since: 2015 | Committee Membership: • Risk Committee (Chair) • Governance Committee |

  55. Information as to Director Nominees

    Qualifications:

  56. Information as to Director Nominees

    | • | Experience in management at large financial institutions. |

  57. Information as to Director Nominees

    | • | Understanding of bank regulatory framework as a former Commissioner of California’s bank regulatory agency. |

  58. Information as to Director Nominees

    | • | Knowledge of risk management within the banking industry, including the risks presented by the information security landscape. |

  59. Information as to Director Nominees

    Biographical Information:

  60. Information as to Director Nominees

    | • | Vice Chairman, Carpenter and Company and Managing Partner, Carpenter Community BancFunds, 2005 until its dissolution in 2019. |

  61. Information as to Director Nominees

    | • | Director, Bridge Capital Holdings, from 2009 until it merged into Western Alliance Bank in 2015. |

  62. Information as to Director Nominees

    | • | California Commissioner of Financial Institutions under Governor Arnold Schwarzenegger, 2004-2005. |

  63. Information as to Director Nominees

    | • | Vice Chairman, Bank of the West, 2002-2003; Vice Chairman and Chief Operating Officer, United California Bank, from 1992 until its acquisition by Bank of the West. |

  64. Information as to Director Nominees

    | • | Managing Partner, The Secura Group, a nationwide financial services consultancy, prior to 1992. |

  65. Information as to Director Nominees

    | • | Superintendent of Banks for the State of California under Governor George Deukmejian, 1983-1989. |

  66. Information as to Director Nominees

    | • | Prior relevant experience includes: Retail Banking, Bank of America (prior to 1983); Statewide Corporate Public Affairs, Wells Fargo Bank (prior to 1983). |

  67. Information as to Director Nominees

    Education:

  68. Information as to Director Nominees

    | • | B.S., Business Administration, San Jose State University |

  69. Information as to Director Nominees

    | • | M.B.A., California State University |

  70. Information as to Director Nominees

    | GRETA GUGGENHEIM | | | | | FORMER CEO, TPG REAL ESTATE FINANCE TRUST Age: 65 Director since: 2024 | Committee Membership: (effective May 1, 2024) • Finance and Investment Committee • Risk Committee |

  71. Information as to Director Nominees

    Qualifications:

  72. Information as to Director Nominees

    | • | Nearly 40 years of experience in commercial real estate and real estate financing, including office CRE. |

  73. Information as to Director Nominees

    | • | Chief Executive and C-suite experience at two publicly held REITs. |

  74. Information as to Director Nominees

    | • | Deep expertise in credit, capital markets, and corporate governance. |

  75. Information as to Director Nominees

    Biographical Information:

  76. Information as to Director Nominees

    | • | Chief Executive Officer, TPG Real Estate Finance Trust, 2016-2021. |

  77. Information as to Director Nominees

    | • | Board member, TPG Real Estate, 2017-2021. |

  78. Information as to Director Nominees

    | • | President, Ladder Capital Finance LLC, 2008-2015. |

  79. Information as to Director Nominees

    | • | Managing Director, Head of Originations, Dillon Read Capital Management, 2006-2007. |

  80. Information as to Director Nominees

    | • | Managing Director, Originations, Commercial Real Estate, UBS, 1999-2006. |

  81. Information as to Director Nominees

    | • | Real Estate Investment Banking, Commercial Real Estate, Credit Suisse, 1986-1999. |

  82. Information as to Director Nominees

    Education:

  83. Information as to Director Nominees

    | • | B.A., Swarthmore College |

  84. Information as to Director Nominees

    | • | M.B.A., The Wharton School of Business, University of Pennsylvania |

  85. Information as to Director Nominees

    | CHRISTOPHER A. HALMY | | | | | FORMER CFO, ALLY FINANCIAL, INC. Age: 54 Director since: 2024 | Committee Membership: (effective May 1, 2024) • Audit Committee • Finance and Investment Committee |

  86. Information as to Director Nominees

    Qualifications:

  87. Information as to Director Nominees

    | • | Former Chief Financial Officer of a large financial institution. |

  88. Information as to Director Nominees

    | • | Seasoned executive with extensive knowledge of portfolio management, mergers and acquisitions, capital markets, and financial regulations. |

  89. Information as to Director Nominees

    | • | CPA with nearly 30 years of progressive experience in finance, accounting and treasury. |

  90. Information as to Director Nominees

    Biographical Information:

  91. Information as to Director Nominees

    | • | Board of Directors: Chair of the Board, Mercury Financial (fintech), 2019-present; Independent director, Burford Capital (legal finance and advisory firm), 2022-present; Independent director, Mosaic (financing residential solar energy), 2017-2023. |

  92. Information as to Director Nominees

    | • | Chief Financial Officer, Ally Financial, Inc., 2009-2018, including leading the firm through its 2014 IPO. |

  93. Information as to Director Nominees

    | • | Senior Vice President, Global Funding Executive, Bank of America, 1997-2009; prior to which Mr. Halmy was Assistant Vice President, Assistant Controller, 1996-1997. |

  94. Information as to Director Nominees

    | • | Accounting Officer, JP Morgan, 1994-1996. |

  95. Information as to Director Nominees

    | • | Senior Accountant, Deloitte, 1990-1994. |

  96. Information as to Director Nominees

    | • | M.B.A. and B.S. (Accountancy), Villanova University |

  97. Information as to Director Nominees

    | MARY CHRIS JAMMET | | | | | FORMER SENIOR VICE PRESIDENT, LEGG MASON CAPITAL MANAGEMENT (NOW FRANKLIN TEMPLETON) Age: 56 Director since: 2024 | Committee Membership: (effective May 1, 2024) • Audit Committee • Compensation Committee |

  98. Information as to Director Nominees

    Qualifications:

  99. Information as to Director Nominees

    | • | Significant leadership experience as a former Senior Vice President of one of the largest international asset management firms |

  100. Information as to Director Nominees

    | • | Expertise in assessing the performance of companies and evaluating financial statements pursuant to her experience as a Senior Vice President and portfolio manager of a regulated financial services institution. |

  101. Information as to Director Nominees

    | • | Experienced public company director, including on Audit, Compensation, and Nominating and Governance Committees |

  102. Information as to Director Nominees

    | • | Received the CERT Certificate of Cybersecurity Oversight from Carnegie Mellon University Software Engineering Institute. |

  103. Information as to Director Nominees

    Biographical Information:

  104. Information as to Director Nominees

    | • | Senior Vice President, Legg Mason Capital Management (now Franklin Templeton), 1998-2013; previously Equity Analyst, 1989-1998. |

  105. Information as to Director Nominees

    | • | Director, MGM Resorts International (NYSE: MGM), 2014-current (serving on the Audit Committee as an Audit Committee Financial Expert and on the Compensation Committee). |

  106. Information as to Director Nominees

    | • | Director, Adams Natural Resources Fund and Adams Diversified Equity Fund, 2020-present. |

  107. Information as to Director Nominees

    Education:

  108. Information as to Director Nominees

    | • | B.S., Finance, Towson University |

  109. Information as to Director Nominees

    | • | M.S., Finance, Loyola University Maryland |

  110. Information as to Director Nominees

    | MARIANNE BOYD JOHNSON | | | | | EXECUTIVE CHAIRMAN, EXECUTIVE VICE PRESIDENT AND CHIEF DIVERSITY OFFICER Boyd Gaming Corporation Age: 65 Director since: 1995 (founding) | Committee Membership: • Compensation Committee • Governance Committee |

  111. Information as to Director Nominees

    Qualifications:

  112. Information as to Director Nominees

    | • | Over 30 years of experience in the highly regulated gaming industry, including over 20 years as an executive. |

  113. Information as to Director Nominees

    | • | Considerable public company experience and bank board experience. |

  114. Information as to Director Nominees

    | • | Experience in developing and promoting diversity and inclusion programs. |

  115. Information as to Director Nominees

    Biographical Information:

  116. Information as to Director Nominees

    | • | Executive Chairman of the Board of Directors since 2023, after previously serving as Co-Executive Chairman since 2021 and Vice Chairman of Boyd Gaming since 2001; Ms. Boyd continues to serve as Executive Vice President and Chief Diversity Officer, Boyd Gaming Corporation, since February 2001, with the position of Chief Diversity Officer added in 2019. |

  117. Information as to Director Nominees

    | • | Board Member, Boyd Gaming Corporation, one of the largest casino entertainment companies in the United States, since 1990. |

  118. Information as to Director Nominees

    | • | Ms. Johnson has served Boyd Gaming since 1977 in a variety of capacities and with increasing responsibility, including sales and marketing. |

  119. Information as to Director Nominees

    | • | Director, Nevada Community Bank until its sale to First Security Bank (Wells Fargo) in 1993. |

  120. Information as to Director Nominees

    | MARY TUUK KURAS | | | | | CHIEF EXECUTIVE OFFICER MTK Practical Leadership Age: 60 Director since: 2023 | Committee Membership: • Finance and Investment Committee • Risk Committee |

  121. Information as to Director Nominees

    Qualifications:

  122. Information as to Director Nominees

    | • | Considerable experience in the financial services sector; including expertise in enterprise risk management, compliance, and strategic planning. |

  123. Information as to Director Nominees

    | • | Experienced in executive leadership, including with financial institutions. |

  124. Information as to Director Nominees

    | • | Diverse skillset developed from prior executive roles in financial services. |

  125. Information as to Director Nominees

    | • | Deep understanding of corporate governance and prior public company board experience. |

  126. Information as to Director Nominees

    Biographical Information:

  127. Information as to Director Nominees

    | • | CEO, MTK Practical Leadership, a consulting firm that coaches professional leaders and promotes leadership development,, since January 2023. |

  128. Information as to Director Nominees

    | • | Director, Audit Committee and Nominating and Corporate Governance Committee member, UFP Industries, since 2014. |

  129. Information as to Director Nominees

    | • | President and Chief Executive Officer, Grand Rapids Symphony, 2019-2022. |

  130. Information as to Director Nominees

    | • | Director, Audit Committee Chair, United Bank of Michigan, 2019-2023. |

  131. Information as to Director Nominees

    | • | Senior Vice President, Properties and Real Estate, 2018-2019; Chief Compliance Officer, 2015-2019, Meijer, Inc., a grocery store and general merchandise retailer. |

  132. Information as to Director Nominees

    | • | Held several senior-level roles at Fifth Third Bancorp., including: Executive Vice President, Corporate Services, and Board Secretary, 2013-2015; Executive Vice President, President of Western Michigan affiliate, 2011-2013; Executive Vice President and Chief Risk Officer, responsible for enterprise risk management strategy, programs and policies, 2007-2011; Senior Vice President and Senior Director of Security Risk Services, responsible for continuity management, information security, and risk management, from 2007; Senior Vice President and Chief Operational and Compliance Officer, responsible for company’s bank regulatory compliance functions, among other responsibilities, 2003-2007; Affiliate Senior Vice President and Secretary, 2001-2003. |

  133. Information as to Director Nominees

    | • | Senior Vice President, Secretary and Legal Coordinator, Old Kent Financial Corporation, 1996-2001. |

  134. Information as to Director Nominees

    | • | Associate, Chapman and Cutler LLP, 1990-1996. |

  135. Information as to Director Nominees

    Education:

  136. Information as to Director Nominees

    | • | B.A., Calvin University |

  137. Information as to Director Nominees

    | • | J.D. and M.B.A., Indiana University |

  138. Information as to Director Nominees

    | ROBERT P. LATTA | | | | | SENIOR OF COUNSEL Wilson Sonsini Goodrich & Rosati, PC Age: 70 Director since: 2015 | Committee Membership: • Audit Committee • Compensation Committee (Chair) |

  139. Information as to Director Nominees

    Qualifications:

  140. Information as to Director Nominees

    | • | Public company board and audit committee experience. |

  141. Information as to Director Nominees

    | • | Broad background in corporate and transactional matters, including company formations, venture capital financings, public offerings, and mergers and acquisitions. |

  142. Information as to Director Nominees

    | • | In depth exposure to technology companies. |

  143. Information as to Director Nominees

    | • | Significant corporate finance and corporate governance experience. |

  144. Information as to Director Nominees

    Biographical Information:

  145. Information as to Director Nominees

    | • | Senior Of Counsel, Wilson Sonsini Goodrich & Rosati, one of the nation’s leading technology and growth business law firms, since 2020, prior to which he served as a Senior Partner, and where he worked since 1979 and served as a member of various firm management committees. |

  146. Information as to Director Nominees

    | • | Director, Bridge Capital Holdings, from 2004 until it merged into the Company in June of 2015. |

  147. Information as to Director Nominees

    Education:

  148. Information as to Director Nominees

    | • | B.A., Economics, Stanford University |

  149. Information as to Director Nominees

    | • | J.D., Stanford University |

  150. Information as to Director Nominees

    | ANTHONY T. MEOLA | | | | | FOUNDER AND PRINCIPAL West Coast Advisory, LLC Age: 67 Director since: 2023 | Committee Membership: • Finance and Investment Committee • Risk Committee |

  151. Information as to Director Nominees

    Qualifications:

  152. Information as to Director Nominees

    | • | Business leader and financial services executive with over 30 years of experience in business strategy transformation, operations, and organizational growth. |

  153. Information as to Director Nominees

    | • | Has held prominent leadership roles across leading financial institutions, including Bank of America, Washington Mutual, PNC Bank, and Citibank. |

  154. Information as to Director Nominees

    | • | Served on several advisory boards, including Freddie Mac and Fannie Mae, in addition to the Housing Policy Round table and Five Star Institute. |

  155. Information as to Director Nominees

    Biographical Information:

  156. Information as to Director Nominees

    | • | Founder and Principal, West Coast Advisory, LLC, an advisory services and executive coaching firm, since 2019. |

  157. Information as to Director Nominees

    | • | Enterprise Shared Services Executive, responsible for global anti-money laundering operations across all Consumer Banking, Markets and Business Banking, 2015-2018; U.S. Consumer Operations Executive, responsible for collections, fraud, product delivery, customer service, and mortgage servicing, 2011-2015, Bank of America. |

  158. Information as to Director Nominees

    | • | Chief Executive Officer of Saxon Mortgage Services (prior to its sale), responsible for leading and directing the formulation of business strategy related to the U.S. residential mortgage business, 2008-2011; Chief Operating Officer – U.S. Residential Business, 2007-2008, Morgan Stanley. |

  159. Information as to Director Nominees

    | • | Executive Vice President, Home Lending, New Century Financial Corporation, 2006-2007. |

  160. Information as to Director Nominees

    | • | Executive Vice President, Home Lending, 2003-2006; Executive Vice President, Service Delivery, 2002-2004; Executive Vice President, Loan Servicing, 2000-2002, Washington Mutual. |

  161. Information as to Director Nominees

    | • | Executive Vice President, Production, 1997-1999; Senior Vice President, National Operations & Technology, 1994-1997, PNC Bank. |

  162. Information as to Director Nominees

    | • | Senior Vice President, Mortgage Operations, 1991-1994; Chief Financial Officer, 1986-1990, Citicorp Mortgage Inc. |

  163. Information as to Director Nominees

    | • | B.S., Accounting, Rutgers, The State University of New Jersey |

  164. Information as to Director Nominees

    | BRYAN K. SEGEDI, C.P.A. | | | | | FORMER DEPUTY GLOBAL VICE CHAIR OF ASSURANCE Ernst & Young Age: 64 Director since: 2020 | Committee Membership: • Compensation Committee • Governance Committee |

  165. Qualifications

    Qualifications

  166. Qualifications

    | • | Over 30 years in public accounting at a big four firm, with senior positions held both domestically and globally. |

  167. Qualifications

    | • | Executive management experience of a global enterprise where he led the largest service line thereof consisting of over 77,000 professionals with $12 billion in revenue. |

  168. Qualifications

    | • | Private board experience, with expertise implementing strategic and growth initiatives. |

  169. Biographical Information

    Biographical Information

  170. Biographical Information

    | • | Deputy Global Vice Chair, Ernst & Young, LLP, 2012-2015; Advisory Global Markets Leader, 2010-2012; Americas Vice Chair, 2006-2010; Vice Chair, North Central Region, 2000-2006; and various other leadership positions having initially joined the firm in 1982. |

  171. Biographical Information

    | • | Internal Auditor, First National Bank of Chicago, 1981-1982. |

  172. Biographical Information

    | • | Board experience: Exelon Corporation, since 2024; Conway MacKenzie (now part of Riveron), 2018-2023; Vice Chair of the Board of Trustees, Alma College 2015-2023. |

  173. Biographical Information

    | • | Executive in Residence, Arizona State University, since 2015. |

  174. Biographical Information

    Education:

  175. Biographical Information

    | • | B.A., Business Administration, Alma College |

  176. Biographical Information

    | • | M.B.A., Management, Northwestern University |

  177. Biographical Information

    | DONALD D. SNYDER | | | | | Retired Business Executive and Community Leader Age: 76 Director since: 1997 (founding) | Committee Membership: • Governance Committee (Chair) • Compensation Committee |

  178. Qualifications

    Qualifications

  179. Qualifications

    | • | Experience serving on boards of numerous industry and community organizations. |

  180. Qualifications

    | • | Understanding of the Company’s business, history and organization. |

  181. Qualifications

    | • | Extensive leadership skills, banking and regulatory expertise and management experience. |

  182. Biographical Information

    Biographical Information

  183. Biographical Information

    | • | Director, Compensation Committee Chairman, Corporate Governance and Nominating Committee Member, Tutor Perini Corporation, a large United States Contractor, publicly traded on the NYSE, 2008-2019. |

  184. Biographical Information

    | • | Governance Committee Chairman, and Compensation Committee Member, Switch, Inc., a publicly traded data center developer and operator, up until its acquisition in 2022. Mr. Snyder also acted as Lead Independent Director for Switch from 2017 to 2022. |

  185. Biographical Information

    | • | Dean, William F. Harrah College of Hotel Administration at the University of Nevada Las Vegas 2010-2013; Executive Dean for Strategic Development, 2013-2014; President, 2014-2015; Presidential Advisor for Strategic Initiatives, 2015-2016; and Presidential Advisor in a voluntary capacity for University of Nevada Las Vegas until 2019. |

  186. Biographical Information

    | • | Chairman, The Smith Center for the Performing Arts. |

  187. Biographical Information

    | • | Director, NV Energy, 2005-2013. |

  188. Biographical Information

    | • | President, Boyd Gaming Corporation, 1997-2005, having joined the company’s board of directors in April 1996 and its management team in July 1996. |

  189. Biographical Information

    | • | Co-Founder, Western Alliance Bancorporation, through the establishment of Bank of Nevada, the Company’s first bank subsidiary (f/k/a BankWest Nevada). |

  190. Biographical Information

    | • | President and CEO, Fremont Street Experience LLC, a private/public partnership formed to develop and operate a major redevelopment project in Downtown Las Vegas, 1992-1996. |

  191. Biographical Information

    | • | Chairman of the board of directors and CEO, First Interstate Bank of Nevada, then Nevada’s largest full-service bank, 1987-1991. During his 22 years with First Interstate Bank from 1969 to 1991, Mr. Snyder served in various management positions in retail and corporate banking, as well as international and real estate banking. |

  192. Biographical Information

    Education:

  193. Biographical Information

    | • | B.S. Business Administration, University of Wyoming |

  194. Biographical Information

    | • | Graduate School of Credit & Financial Management, Stanford University |

  195. Biographical Information

    | KENNETH A. VECCHIONE | | | | | PRESIDENT & CHIEF EXECUTIVE OFFICER Western Alliance Bancorporation Age: 69 Director since: 2007 | Committee Membership: Finance and Investment Committee |

  196. Biographical Information

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Cash Dividend Paid ($)(3) | Total ($) | | Patricia Arvielo (4) | 17,500 | 235,066 | 1,079 | 253,645 | | Bruce D. Beach | 156,250 | 315,017 | 3,648 | 474,915 | | Kevin M. Blakely | 80,000 | 235,066 | 2,157 | 317,223 | | Juan R. Figuereo | 95,000 | 235,066 | 2,157 | 332,223 | | Paul S. Galant | 70,000 | 235,066 | 2,157 | 307,223 | | Howard N. Gould | 80,000 | 235,066 | 2,157 | 317,223 | | Marianne Boyd Johnson | 70,000 | 235,066 | 2,157 | 307,223 | | Mary Tuuk Kuras (2) | 52,500 | 195,843 | 3,680 | 252,023 | | Robert P. Latta | 90,000 | 235,066 | 2,157 | 327,223 | | Adriane C. McFetridge (4) | 35,000 | 235,066 | 2,157 | 272,223 | | Anthony T. Meola (2) | 35,000 | 156,682 | 2,944 | 194,626 | | Michael Patriarca (4) | 40,000 | 235,066 | 2,157 | 277,223 | | Bryan K. Segedi | 70,000 | 235,066 | 2,157 | 307,223 | | Donald D. Snyder | 80,000 | 235,066 | 2,157 | 317,223 | | Sung Won Sohn | 80,000 | 235,066 | 2,157 | 317,223 |

  197. Executive Compensation

    Executive Compensation Executive Officers Executive officers are appointed annually by the Board of Directors. Mr. Vecchione currently serves on the Company’s Board of Directors and has been re-nominated to the Board in addition to his role as an executive officer. More information regarding Mr. Vecchione is available on page 21. All ages are provided as of the Record Date.

  198. Executive Compensation

    | DALE GIBBONS, C.P.A. | | | | | VICE CHAIR AND CHIEF FINANCIAL OFFICER Age: 63 Executive Officer since: 2003 | Education: B.S., Arizona State University |

  199. Executive Compensation

    Mr. Gibbons has more than 30 years of experience in commercial banking. Mr. Gibbons oversees the Company’s Accounting, Investor Relations, Tax, Treasury, Financial Planning & Analysis, Blockchain and Digital Assets Banking, Legal Settlement Services, and Business Escrow Services departments.

  200. Executive Compensation

    | Biographical Information: • Vice Chair and Chief Financial Officer, Western Alliance Bancorporation, since 2018, prior to which Mr. Gibbons served as Executive Vice President and Chief Financial Officer of the Company since 2003. • Chief Financial Officer, Zions Bancorporation, 1996-2001. • Mr. Gibbons worked for First Interstate Bancorp in a variety of retail banking and financial management positions from 1979 to 1996. |

  201. Executive Compensation

    | TIMOTHY BOOTHE | | | | | CHIEF OPERATING OFFICER Age: 59 Executive Officer since: 2019 | Education: B.S. University of California, Santa Barbara, Graduate of the Pacific Coast Banking School through the University of Washington |

  202. Executive Compensation

    Mr. Boothe has more than 30 years of commercial banking industry experience. Mr. Boothe oversees the Company’s Loan and Deposit Operations, Technology, Facilities, Operational Strategy, Product and Treasury Management, and Client Service groups.

  203. Executive Compensation

    | Biographical Information: • Chief Operating Officer, Western Alliance Bancorporation, since 2019, prior to which Mr. Boothe served as President of Bridge Bank, a division of Western Alliance Bank, beginning in 2015. • Executive Vice President and Chief Operating Officer, Bridge Bank, from 2006 until its acquisition by Western Alliance Bancorporation in 2015. • Executive Vice President and Chief Lending Officer, Bridge Bank, since its inception in 2001. |

  204. Executive Compensation

    | TIM BRUCKNER | | | | | CHIEF BANKING OFFICER FOR REGIONAL BANKING Age: 56 Executive Officer since: 2019 | Education: B.S. in Business Administration, University of Nebraska M.B.A., Creighton University |

  205. Executive Compensation

    Mr. Bruckner has more than 25 years of experience in commercial banking and lending. Mr. Bruckner oversees all of the Company’s regional banking divisions as well as certain specialty banking business lines.

  206. Executive Compensation

    | Biographical Information: • Chief Banking Officer for Regional Banking, Western Alliance Bancorporation, since 2024; Chief Credit Officer, 2019-2023. • Executive Vice President, Divisional Chief Credit Officer, Alliance Bank of Arizona, a division of Western Alliance Bank, from 2016-2019. • Board Chair, Native American Connections. • Managing Director – Arizona Commercial Banking, BMO Harris Bank, 2012-2016. Mr. Bruckner worked for BMO Harris Bank as a Senior Vice President in a variety of divisions including Manager of the Special Assets Division, President of M&I Business Credit and President of M&I Equipment Finance, 2006-2016. • Line of Business Head – Healthcare Finance/Leasing, Banc of America – Leasing & Capital, from 2003-2006. |

  207. Executive Compensation

    | STEPHEN CURLEY | | | | | CHIEF BANKING OFFICER FOR NATIONAL BUSINESS LINES Age: 53 Executive Officer since: 2022 | Education: B.A. in American Studies, Trinity College M.B.A., Tuck School of Business at Dartmouth College |

  208. Executive Compensation

    Mr. Curley has over 20 years of experience in commercial banking and mortgage. Mr. Curley oversees most of the Company’s national business lines, including its HOA, mortgage warehouse, note finance, MSR relationships, corporate finance, public/nonprofit finance, equipment finance, and several other loan and deposit units and initiatives.

  209. Executive Compensation

    | Biographical Information: • Chief Banking Officer for National Business Lines, Western Alliance Bancorporation, since 2022. • Division President, Western Alliance Bank, 2018-2022. • Executive Vice President, Alliance Bank of Arizona & Alliance Association Bank, 2015-2018. • SVP, Regional Manager, Alliance Bank of Arizona, 2011-2015. • SVP, Mortgage Warehouse Lending Manager, Alliance Bank of Arizona, 2009-2011. • President & Director, Community Bank of Arizona, 2008-2009. • Executive Vice President, 1st National Bank of Arizona, 2002-2007. |

  210. Executive Compensation

    | LYNNE B. HERNDON, C.P.A. | | | | | CHIEF CREDIT OFFICER Age: 59 Executive Officer since: 2024 | Education: B.S., University of Alabama MBA, University of Alabama |

  211. Executive Compensation

    Ms. Herndon has nearly 20 years of experience working in commercial banking and credit management for financial institutions. In addition, Ms. Herndon is a Certified Public Accountant.

  212. Executive Compensation

    | Biographical Information: • Chief Credit Officer, Western Alliance Bancorporation, since January 2024. • West Region Commercial Credit Executive, PNC Bank, 2021-2024. • Ms. Herndon worked for BBVA in a variety of commercial banking and credit management positions, 2006-2021. • Current National President and Foundation Trustee for Alpha Chi Omega Fraternity Inc. |

  213. Executive Compensation

    | JESSICA JARVI | | | | | CHIEF LEGAL OFFICER Age: 47 Executive Officer since: 2023 | Education: B.A. in English, University of Arizona J.D., Sandra Day O’Connor College of Law at Arizona State University |

  214. Executive Compensation

    Ms. Jarvi has over 20 years of experience representing financial institutions in banking, corporate, and financial services law. In addition to oversight of the Legal Department, Ms. Jarvi also serves as the Corporate Secretary for the Company.

  215. Executive Compensation

    | Biographical Information: • Chief Legal Officer, Western Alliance Bancorporation, since July 2023. • General Counsel, Western Alliance Bank, 2022-2023. • Senior Vice President, Deputy General Counsel of Western Alliance Bank, 2013-2022. • Senior Vice President, Corporate Counsel of Western Alliance Bank, 2007-2013 • Corporate Counsel, 1st National Bank of Arizona, 2004-2007. • Associate, Snell & Wilmer, 2002-2004. • Vice Chair, First Things First Phoenix South Regional Partnership Council, since 2014. |

  216. Executive Compensation

    | BARBARA KENNEDY | | | | | CHIEF HUMAN RESOURCES OFFICER Age: 57 Executive Officer since: 2018 | Education: B.A., University of Missouri-Columbia |

  217. Executive Compensation

    Ms. Kennedy has extensive experience in human resources management, specifically in the areas of talent acquisition and management, employee relations and total rewards. Ms. Kennedy oversees all aspects of human resources, employee compensation and benefits, learning and talent development, and spearheads the Company’s diversity and inclusion efforts.

  218. Executive Compensation

    | Biographical Information: • Chief Human Resources Officer, Western Alliance Bancorporation, since 2018. • Senior Vice President of Human Resources, Encore Capital Group, 2014-2018. • Senior Vice President of Human Resources, United Stationers Supply Company, 2008-2014. • Member of the Board of Directors of the Human Resources Management Association of Chicago, the Novo Group, and Meals On Wheels, 2008-2014. • Executive Vice President, Human Resources, Safety, Recruiting and Driver Services, Swift Transportation Company, Inc., 1999-2008. • Ms. Kennedy served in various management positions in Human Resources at Barr-Nunn Transportation. |

  219. Executive Compensation

    | EMILY NACHLAS | | | | | CHIEF RISK OFFICER Age: 47 Executive Officer since: 2022 | Education: B.S. in Management, the A.B. Freeman School of Business at Tulane University M.B.A., University of New Orleans |

  220. Executive Compensation

    Ms. Nachlas has over 20 years of experience in risk management and oversight, particularly in the banking and financial services sector. Ms. Nachlas oversees all aspects of the Company’s risk management strategies and operations, as well as supervising the organization’s risk mitigation and identification procedures.

  221. Executive Compensation

    | Biographical Information: • Chief Risk Officer, Western Alliance Bancorporation, since 2019. • Executive Vice President and Director of Enterprise Risk Management at IBERIABANK, 2011-2019. • Operational Risk and Internal Control Manager, HSBC, 2005-2009. • Retail Risk Manager, Amegy Bank, 2001-2005. • Strategic Alliance Manager, Hibernia National Bank, 2000-2001. |

  222. Executive Compensation

    Compensation Discussion and Analysis The objectives of the Company’s executive compensation programs are to:

  223. Executive Compensation

    | (1) establish an appropriate relationship between executive pay and the annual and long-term performance of the Company and its affiliates; |

  224. Executive Compensation

    | (2) reflect the attainment of short- and long-term financial performance goals; |

  225. Benchmarking of Compensation

    Benchmarking of Compensation The Peer Group used in early 2023 to analyze the NEOs’ compensation as compared to market practices was comprised of 17 banking organizations. This group of banking companies was compiled by considering all banks with total assets within a range of approximately 0.5 x to 2.5 x the Company’s total assets, and with a commercial banking focus. For compensation purposes, the Compensation Committee used the 17-bank subset of the larger group of companies that the Company uses for purposes of comparing financial and stock performance. The Company believed the Peer Group was representative of those companies that are regional leaders in their markets and with which the Company competes for executive talent. The members of the 2023 Peer Group were:

  226. Benchmarking of Compensation

    | • Banc of California (successor by merger to PacWest Bancorp) • BankUnited, Inc. • Comerica Incorporated • Cullen/Frost Bankers, Inc. • East West Bancorp, Inc. | • First Citizens BancShares, Inc. • First Republic Bank • New York Community Bancorp, Inc. • Pinnacle Financial Partners Inc. • Prosperity Bancshares • Signature Bank | • South State Corporation • SVB Financial Group • Synovus Financial Corporation • Valley National Bancorp • Webster Financial Corporation • Zions Bancorporation, N.A. |

  227. Benchmarking of Compensation

    While we strive for year over year continuity in our peer group, the Company’s pace of growth has led the Compensation Committee to conduct a Peer Group review annually. The Compensation Committee reviewed the Company’s Peer Group with the Consultant to ensure the Company aligned more closely to the median of the group. After discussing potential alterations to the current Peer Group with the Consultant, and due to market changes in 2023, the Compensation Committee approved modifying the Peer Group by removing First Republic Bank, Signature Bank and SVB Financial Group, and reflecting the merger of PacWest Bancorp into Banc of California. In 2023, the Compensation Committee approved the addition of Stifel Financial Corp. and Wintrust Financial Corporation. Peer Group information is an important part of the analysis the Consultant provides to the Compensation Committee so that the Company can maintain executive compensation strategies that are competitive and ensure that compensation is adequate to retain and motivate key executives. The Compensation Committee believes that its executive officers should receive total compensation that is competitive with comparable employers in the financial services industry and closely aligned with both the Company’s short-term and long-term performance, while at the same time ensuring sound risk management and complying with applicable regulatory requirements. The Compensation Committee seeks to provide compensation targeted to reflect the value and performance of executives in the market. Actual total direct compensation for executives may vary as necessary based on recommendations of the CEO, direction from the Board of Directors, performance of the Company or any subsidiary or division, individual performance, the experience level of individual executives, internal equity considerations, acquisition-related commitments, external market factors, and similar considerations.

  228. Elements of Executive Compensation

    The Compensation Committee reviews and approves final payment packages for all executive officers except for the CEO, whose compensation is recommended by the Compensation Committee and approved by the Board of Directors. In evaluating and approving the compensation of executive officers other than the CEO, the Compensation Committee received input from Mr. Vecchione and considered its own assessment of their performance as it has frequent exposure to these officers. Annual Base Salary The Company views a competitive annual base salary as a crucial component to attract and retain executive talent. In 2022, the Company entered into a letter agreement with Mr. Vecchione that specifies his 2023 base salary. Please see the “Employment, Noncompetition and Indemnification Agreements” section on page 67 of this proxy statement for additional details. In 2023, the Compensation Committee determined the base salaries for other executive officers (including the NEOs) after considering the Consultant’s market analysis, recommendations from Mr. Vecchione, and making its own assessments regarding individual performance, experience and other factors. 2023 Salary Determination In January 2023, the Compensation Committee reviewed the base salaries for all executive officers. The Board approved Mr. Vecchione’s base pay increase of 7.7% in accordance with his letter agreement. With respect to the remaining NEOs, the Compensation Committee awarded base increases of 5% for Messrs. Gibbons and Curley and 7.5% for Mr. Boothe. Messrs. Gibbons’, Boothe’s and Curley’s increases were to recognize individual performance in 2023, as well as market positioning relative to peers. Mr. Bruckner received a base pay increase of 14%, in connection with increased responsibilities as Chief Banking Officer in 2023, as well as market positioning relative to peers for his new role. Annual Bonus Plan The Western Alliance Bancorporation Annual Bonus Plan (“Annual Bonus Plan”) is designed to create a pay-for-performance environment and is intended to motivate and retain qualified employees by providing the potential for an annual cash award based on the Company’s achievement of pre-determined performance criteria. The Annual Bonus Plan serves the Company’s compensation objective by rewarding executives for the attainment of short- and long-term financial performance goals. The Annual Bonus Plan is designed to provide market competitive payouts for the achievement of threshold, target, and maximum performance goals. Establishment of the performance levels (threshold, target, and maximum) takes into account all factors that management and the Compensation Committee deem relevant, including market conditions and an assessment of a level of growth that is both aggressive and achievable for each performance criterion. Additionally, the Annual Bonus Plan restricts excessive risk-taking by not providing uncapped payouts and putting a ceiling on potential bonus payments. The Compensation Committee reviews and analyzes the Annual Bonus Plan performance factors on an annual basis and believes that the year over year results prove the Company’s demonstrable history of pay for performance. The Annual Bonus Plan has historically kept the Company focused on growing its loan portfolio, being its own source of funding through deposit growth, maintaining constant attention to credit quality, and delivering stockholder value. In 2023 and 2024, the Compensation Committee recalibrated the Annual Bonus Plan metrics to address increasing stress on the banking industry related to higher interest rates. Metrics in 2023 and going forward will balance capital, liquidity risk management, and revenue diversification, with earnings and balance sheet growth. The Compensation Committee believes these metrics further align management performance with client and stockholders’ best interests and address regulatory expectations. 2023 Annual Bonus Determination In 2023, management recommended, and the Compensation Committee approved, changes to bonus metrics to create a greater emphasis on capital and liquidity, and modestly deemphasize adjusted EPS. The Compensation Committee added a CET1 performance factor and set all performance metrics to above industry average for full payout. NEO Award opportunities are set at the beginning of the performance year based on pre-established performance objectives with a significant portion quantitative in nature. The Company’s target performance and actual performance for each 2023 bonus metric is provided below. Actual performance during 2023 was lower than prior years due to external factors outside of management control. The Company fell short of its aggressive adjusted EPS and balance sheet goals, resulting in zero payout for the related metrics.

  229. Elements of Executive Compensation

    | (2) For purposes of the Annual Bonus Plan, the loan growth calculation excludes increases in loans held for sale. |

  230. Elements of Executive Compensation

    The Company will interpolate on a straight-line basis between the threshold, target and maximum in each category of performance listed in the bonus table above. The following table shows the annual bonus targets, expressed as a percentage of annual cash salary, as well as achievements and payouts under the Annual Bonus Plan. In January 2023, the Compensation Committee reviewed the bonus targets for all executive officers. The full Board approved Mr. Vecchione’s bonus target to remain the same as it was in 2022 (150%), in accordance with his letter agreement. With respect to the remaining NEOs, the Compensation Committee approved bonus target increases for Mr. Gibbons from 100% to 120%, for Messrs. Boothe and Curley from 80% to 100% and Mr. Bruckner from 90% to 100%. These annual bonus target increases were due to various factors including increased responsibilities assumed by these executives in 2022 and market positioning relative to peers. The Company’s Annual Bonus Plan allows the CEO to recommend to the Compensation Committee an increase to payouts for executive officers of up to 15%. Given the exceptional circumstances related to the U.S. regional banking events in 2023, the annual incentive goals set for the year were unattainable even though the Company’s overall performance was near the top of the Peer Group in many metrics, including 1-year TSR. Therefore, the CEO recommended, and the Compensation Committee agreed, to increase the bonus award for executive officers by 15%, from 56% to 71% of target to align the annual bonus payout with the Company’s performance relative to the industry. The Compensation Committee made the same recommendation for the CEO’s compensation, which the full Board approved to recognize the CEO and NEOs performance, as they effectively led the Company through the complexities of 2023 events.

  231. Elements of Executive Compensation

    | Name | Target (% of Salary) | 2023 Bonus Target ($) | 2023 Bonus Paid ($) | 2023 Bonus Paid (as % of Target) (1) | | Vecchione | 150% | 2,100,000 | 1,491,000 | 71% | | Gibbons | 120% | 1,003,398 | 712,412 | 71% | | Boothe | 100% | 496,644 | 352,617 | 71% | | Curley | 100% | 522,603 | 371,048 | 71% | | Bruckner | 100% | 518,767 | 368,325 | 71% |

  232. Elements of Executive Compensation

    | (1) The CEO may recommend to the Compensation Committee increases to the Annual Bonus Plan payout of up to 15% for a limited population of employees, with total Annual Bonus Plan payouts not to exceed 200%. |

  233. Elements of Executive Compensation

    Long-Term Equity Incentive Compensation The Company considers long-term equity incentive compensation (“LTI”) critical to the alignment of executive compensation with stockholder value creation and an integral part of the Company’s overall executive compensation objectives. The Compensation Committee approved 2024 annual equity grants for the NEOs at its February meeting. The grant date for the annual equity grant for all NEOs was the day of the Board of Directors’ February meeting. Historically, GAAP EPS (“EPS”) has been the most significant component of the LTI performance metrics. EPS captures elements of corporate performance that are beyond those of the individual operating business lines, such as corporate funding policies and the management and allocation of capital. Additionally, EPS targets are aligned with the Company’s long-term financial plans, which the Board and management have assessed for achievability. The Compensation Committee also recognizes the importance of linking total stockholder return (“TSR”) to performance-based awards. 2021 LTI Results The PSUs covering the 2021-2023 performance period were weighted 75% toward the Company’s three-year cumulative EPS and 25% toward the Company’s relative TSR compared to the KBW Regional Banking Index. In early January 2024, following the end of the three-year performance period, the Compensation Committee certified achievement of the EPS component at $24.91 which was significantly above the $18.90 hurdle required for a 200% maximum payout of that metric. For PSUs tied to relative TSR for the same performance period, the Compensation Committee received external certification for TSR results compared to the predetermined peer set which showed a TSR of 13.6% resulting in a relative ranking at the 35th percentile and correlating to a 71.6% payout. The overall payout for the 2021 PSUs was 168%. 2023 LTI Determination In early 2023, after considering information regarding market analysts’ expectations for the Peer Group and the Company and input from Messrs. Vecchione and Gibbons and the Consultant, the Compensation Committee designed performance targets for the annual PSUs covering the 2023-2025 performance period in the same way as the 2022-2024 PSUs, weighted 75% toward the Company’s three-year cumulative EPS and 25% toward the Company’s relative TSR compared to the KBW Regional Banking Index. At the end of the performance period, the Company’s actual performance against the performance targets will be computed separately, then added together to obtain the total number of shares awarded. The Compensation Committee approved the following performance targets for the 2023-2025 performance period: Cumulative EPS (75%):

  234. Elements of Executive Compensation

    | PSU Vesting (%) | Target ($) | | | —% | <$ | 30.90 | | 50% | | 30.90 | | 100% | | 33.00 | | 200% | | 35.70 or above |

  235. Elements of Executive Compensation

    The relative TSR component of LTI will be subject to a 100% maximum if TSR is negative for the performance period. The Company will interpolate on a straight-line basis between the threshold, target and maximum in each category of performance. Each of the NEOs received a combination of RSAs and PSUs with the measures provided above. Mr. Vecchione recommended LTI grants for each of the NEOs in amounts commensurate with their position and responsibilities, based on available market data for each position, and in consideration of the Consultant’s recommendation that executive officer grants result in unvested value between two to three times the executive’s base salary as a means of retention. The Compensation Committee approved Mr. Vecchione’s recommendations and made a similar recommendation to the full Board for the CEO’s LTI grant that the Board approved.

  236. Elements of Executive Compensation

    | Name | RSAs (#) | PSUs (#) | | Vecchione | 34,732 | 34,731 | | Gibbons | 15,932 | 15,932 | | Boothe | 4,302 | 4,302 | | Curley | 7,329 | 7,329 | | Bruckner | 6,692 | 6,691 |

  237. Elements of Executive Compensation

    | • | The average long-term incentive realizable value is 43% lower than the LTI value granted during that period. |

  238. Elements of Executive Compensation

    | (1) 3-year average CEO Target Pay is calculated as follows: (a) Base salary is the base salary cash compensation from FY21-FY23; (b) Bonus is FY21-FY23 target bonus; and (c) Long Term Incentives includes the equity grants made during the FY21-FY23 period, valued at the grant date fair value of the awards. |

  239. Elements of Executive Compensation

    | (2) 3-year average CEO Realizable Pay is calculated as follows: (a) Base salary is base salary cash compensation from FY21-FY23; (b) Bonus is FY21-FY23 bonus actually paid; and (c) Long Term Incentives include the equity grants made during the FY21-FY23 period, all valued using the Company’s stock price as of December 29, 2023, where PSU awards are based on actual payouts and estimated payouts where the cycle is incomplete and all other awards are based on the number of shares granted. |

  240. Elements of Executive Compensation

    Additional evidence supporting the strong pay-for-performance nature of the long term incentive programs can be found in the Pay Versus Performance section (pages 60-63). The Compensation Actually Paid versus Company Performance chart illustrates the connection between compensation actually paid and TSR. The chart shows that the CEO actual compensation paid is on average 64% lower than the summary compensation table pay for the years 2022 and 2023. Compensation Recovery The Company adopted a compensation recovery policy in accordance with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 that will apply if the result of a performance measure upon which an award granted in the three preceding fiscal years was based is subsequently restated. Upon such a restatement, the Compensation Committee shall direct the Company to recover any portion of any annual or long-term cash, equity or equity-based incentive paid, provided or awarded to any executive officer, including our NEOs, that represents the excess over what would have been paid based on the restated financial results. Executive Officer Stock Ownership Guidelines The Board adopted Stock Ownership Guidelines in 2010. The Stock Ownership Guidelines, as amended, require the Company’s executive officers to own a minimum number of shares of the Company’s common stock, depending on their position and compensation level. Shares that are deemed beneficially owned and credited toward the minimum stock ownership level include: shares of common stock owned outright or for which the executive officer is deemed the beneficial owner under the Securities Exchange Act of 1934, as amended; restricted stock (whether or not the restrictions have lapsed); shares acquired upon stock option exercise or granted upon achievement of specified performance criteria; shares held in a 401(k) or other retirement benefit plan; and shares held in a trust in which the executive officer is either (1) both the grantor and trustee, or (2) a primary beneficiary. Until the minimum ownership level is achieved, the executive officer is required to retain at least 50% of the net after-tax shares received from equity awards. Each NEO currently complies with these requirements by either having achieved the required ownership level or by retaining the required amount of after-tax shares from equity awards

  241. Summary Compensation Table

    Summary Compensation Table The following table provides NEO compensation information for each of the past three fiscal years and only for those years that these individuals were considered NEOs. The column entitled “Salary” discloses the amount of base salary earned by each NEO during the year, including amounts earned by Company subsidiaries. The column entitled “Stock Awards” discloses the fair value of an award of stock measured in dollars and calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The column entitled “Non-Equity Incentive Plan Compensation” discloses payments made under the Western Alliance Bancorporation Annual Bonus Plan.

  242. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | Change in pension value and nonqualified deferred compensation earnings ($) (3) | All Other Compensation ($) (4) | Total ($) | | Kenneth Vecchione | 2023 | 1,400,000 | | 5,765,512 | 1,491,000 | | 95,517 | 8,752,029 | | Chief Executive Officer | 2022 | 1,300,000 | | 4,802,343 | 2,028,000 | | 64,835 | 8,195,178 | | | 2021 | 1,222,123 | | 2,813,315 | 3,204,406 | | 83,775 | 7,323,619 | | Dale Gibbons | 2023 | 835,386 | | 2,644,752 | 712,412 | | 105,710 | 4,298,260 | | Vice Chairman and | 2022 | 790,418 | | 2,370,228 | 822,035 | | 103,527 | 4,086,208 | | Chief Financial Officer | 2021 | 730,013 | | 989,890 | 1,343,223 | | 90,154 | 3,153,280 | | Tim Boothe | 2023 | 495,962 | | 714,143 | 352,617 | 444,045 | 39,633 | 2,046,400 | | Chief Operating Officer | 2022 | 459,522 | | 738,728 | 382,322 | 343,490 | 40,257 | 1,964,319 | | | 2021 | 420,962 | | 375,068 | 619,656 | 308,859 | 38,872 | 1,763,417 | | Steve Curley | 2023 | 522,156 | | 1,216,632 | 371,048 | | 38,496 | 2,148,332 | | Chief Banking Officer – | 2022 | 489,728 | | 1,137,096 | 407,454 | | 38,707 | 2,072,985 | | National Business Lines | (5) | | | | | | | | | Tim Bruckner | 2023 | 517,500 | | 1,110,801 | 368,325 | | 36,641 | 2,033,267 | | Chief Banking Officer – | 2022 | 451,782 | | 820,921 | 422,868 | | 36,882 | 1,732,453 | | Regional Banks | (5) | | | | | | | |

  243. Summary Compensation Table

    | (1) Stock awards consisted of restricted stock and performance-based stock units. The amounts disclosed represent the aggregate grant date fair value of equity awards granted during the applicable fiscal year and computed in accordance with FASB ASC Topic 718 at the target level of payout. These amounts reflect the total grant date fair value for these awards, and do not correspond to the actual value that will be recognized as income by each of the NEOs when received. For additional information with respect to the fair value of equity awards granted in 2023, please refer to the footnotes to the Grants of Plan-Based Awards During 2023 table. |

  244. Summary Compensation Table

    For 2023, the aggregate grant date fair value of equity awards reported reflects the grant date fair value of performance-based stock units plus the grant date fair value of time-vested restricted stock awards granted to the NEOs. The grant date fair value of the performance-based stock units at the maximum level of achievement is $5,084,184 for Mr. Vecchione, $2,332,246 for Mr. Gibbons, $629,759 for Mr. Boothe, $1,072,874 for Mr. Curley, and $979,479 for Mr. Bruckner. The Grants of Plan-Based Awards During 2023, Outstanding Equity Awards at Fiscal Year End and the Stock Vested and Options Exercised in 2023 tables include additional information with respect to all awards outstanding as of December 31, 2023, or vesting during 2023. Each participant that received a performance-based stock unit award was awarded a specific number of target units that will be earned by the participant at the end of a three-year performance period based on the Company’s cumulative EPS and TSR. Please refer to the “Long-Term Equity Incentive Compensation” section of the CD&A in this proxy statement for more details regarding our equity compensation program.

  245. Summary Compensation Table

    | (2) The amounts in this column reflect cash awards earned under the 2023 Annual Bonus Plan, which is previously discussed in more detail under the section entitled “2023 Annual Bonus Determination.” The amounts reported for fiscal year 2023 were |

  246. Summary Compensation Table

    | based on fiscal year 2023 performance and paid to all of the NEOs in March 2024. The Non-Equity Incentive Plan Compensation was fully payable as of December 31, 2023. |

  247. Summary Compensation Table

    | (3) The amounts shown in this column represent the aggregate change in actuarial present value of accumulated pension benefits for the NEO participating in the Company’s Supplemental Early Retirement Plan (“SERP”). The SERP was assumed in the acquisition of Bridge Capital Holdings on June 30, 2015 and, therefore, the only named executive officer participating in the SERP is Mr. Boothe. The amounts represented above may fluctuate significantly in a given year depending on a number of factors that affect the formula to determine pension benefits, including years of service, earnings and actuarial assumptions. A discount rate of 4.6% was used to determine the present value of the accumulated benefit. The Company has not provided above-market or preferential earnings on non-qualified deferred compensation under its Restoration Plan and, accordingly, no such amounts are reflected in this column. |

  248. Summary Compensation Table

    | (4) The amounts in this column summarize the amounts included in the “Other Compensation Table for Fiscal Year 2023” that follows, which reflects the types and dollar amounts of perquisites and other personal benefits provided to the NEOs during fiscal year 2023. |

  249. Summary Compensation Table

    | (5) Messrs. Curley and Bruckner were not NEOs in 2021. |

  250. Other Compensation Table for Fiscal Year 2023

    | (2) For information on the Company’s contributions to the Restoration Plan, see the Nonqualified Deferred Compensation Table and accompanying narrative below. |

  251. Grants of Plan-Based Awards During 2023

    Grants of Plan-Based Awards During 2023 The following table contains information about estimated payouts under non-equity incentive plans and long-term equity incentive awards made to each NEO during 2023.

  252. Grants of Plan-Based Awards During 2023

    | • | “ABP” is the annual incentive cash award payable pursuant to our 2023 Annual Bonus Plan. |

  253. Grants of Plan-Based Awards During 2023

    | • | “PSUs” are performance-based stock unit awards subject to performance-based vesting. |

  254. Grants of Plan-Based Awards During 2023

    | • | “RSAs” are restricted stock awards subject to time-based vesting. |

  255. Grants of Plan-Based Awards During 2023

    For a more complete understanding of the table, please read the related narrative.

  256. Grants of Plan-Based Awards During 2023

    | | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Awards ($) | | Name | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Kenneth Vecchione | | | | | | | | | | | ABP | | 1,344,000 | 2,100,000 | 3,885,000 | | | | | | | PSU | 2/7/2023 | | | | 17,366 | 34,731 | 69,462 | | 3,040,439 | | RSA | 2/7/2023 | | | | | | | 34,732 | 2,725,073 | | Dale Gibbons | | | | | | | | | | | ABP | | 642,175 | 1,003,398 | 1,856,286 | | | | | | | PSU | 2/7/2023 | | | | 7,966 | 15,932 | 31,864 | | 1,394,727 | | RSA | 2/7/2023 | | | | | | | 15,932 | 1,250,025 | | Tim Boothe | | | | | | | | | | | ABP | | 317,852 | 496,644 | 918,791 | | | | | | | PSU | 2/7/2023 | | | | 2,151 | 4,302 | 8,604 | | 376,608 | | RSA | 2/7/2023 | | | | | | | 4,302 | 337,535 | | Steve Curley | | | | | | | | | | | ABP | | 334,466 | 522,603 | 966,816 | | | | | | | PSU | 2/7/2023 | | | | 3,665 | 7,329 | 14,658 | | 641,599 | | RSA | 2/7/2023 | | | | | | | 7,329 | 575,033 | | Tim Bruckner | | | | | | | | | | | ABP | | 332,011 | 518,767 | 959,719 | | | | | | | PSU | 2/7/2023 | | | | 3,346 | 6,691 | 13,382 | | 585,747 | | RSA | 2/7/2023 | | | | | | | 6,692 | 525,054 |

  257. Grants of Plan-Based Awards During 2023

    Non-Equity Incentive Plan Awards (Columns 3-5) The amounts reported in these columns reflect threshold, target and maximum award amounts for fiscal year 2023 pursuant to the 2023 Western Alliance Bancorporation Annual Bonus Plan, which is a performance-based compensation plan. The actual amounts earned by each NEO pursuant to such plan are set forth in the Non-Equity Incentive Compensation Column of the Summary Compensation Table. Equity Incentive Plan Awards (Columns 6-8) The amounts reported in these columns reflect threshold, target and maximum award amounts for the 2023-2025 performance cycle pursuant to the PSUs issued as part of our 2023 annual equity awards. The actual amounts, if any, earned by each NEO pursuant to such awards are determined by the Compensation Committee at the end of the three-year performance cycle and are based on the Company’s cumulative EPS and relative total stockholder return during the performance period. Stock Awards (Column 9) The amounts reported in the 9th column reflect the number of shares underlying restricted stock awards that were granted as part of our 2023 annual equity awards. These are time-vested awards which will vest 50% on the second and third anniversaries of the grant date. Grant Date Fair Value (Column 10) In the case of PSUs issued as part of our 2023 annual equity awards, the grant date fair value is calculated in accordance with FASB ASC Topic 718 for awards with both a market and performance condition. The fair value for the EPS portion of the awards is based on the closing stock price on the grant date adjusted for the lack of dividend rights and the target number of shares, which the company currently estimates as a probable outcome. The fair value for the relative TSR portion of the awards is determined on the grant date using a Monte Carlo simulation. The fair value for each component is calculated independently of one another. Depending on whether or to what extent the respective performance criteria are met, the number of shares for which the performance units are settled may range from zero to 200%.

  258. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information concerning outstanding stock awards and unvested RSAs and PSUs held by each NEO as of December 31, 2023. Each outstanding award is represented by a separate row which indicates the number of securities underlying the award. We computed the market value of stock awards by multiplying the closing market price of our stock on December 29, 2023 ($65.79) (the last trading day in 2023), by the number of shares of unvested stock.

  259. Outstanding Equity Awards at Fiscal Year End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested (#) (1) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Kenneth Vecchione | 2/7/2023 | 34,732 | 2,285,018 | 34,731 | 2,284,952 | | | 2/8/2022 | 15,871 | 1,044,153 | 15,871 | 1,044,153 | | | 4/6/2022 | | | 42,695 | 2,808,904 | | | 2/9/2021 | 8,831 | 580,991 | 29,669 | 1,951,910 | | Dale Gibbons | 2/7/2023 | 15,932 | 1,048,166 | 15,932 | 1,048,166 | | | 2/8/2022 | 7,814 | 514,083 | 19,533 | 1,285,076 | | | 2/9/2021 | 3,107 | 204,410 | 10,440 | 686,816 | | Tim Boothe | 2/7/2023 | 4,302 | 283,029 | 4,302 | 283,029 | | | 2/8/2022 | 2,198 | 144,606 | 6,592 | 433,688 | | | 2/9/2021 | 1,178 | 77,501 | 3,955 | 260,181 | | Steve Curley | 2/7/2023 | 7,329 | 482,175 | 7,329 | 482,175 | | | 2/8/2022 | | | 9,767 | 642,571 | | | 2/16/2022 | 2,546 | 167,501 | 2,545 | 167,436 | | | 2/9/2021 | 1,390 | 91,448 | 4,669 | 307,155 | | Tim Bruckner | 2/7/2023 | 6,692 | 440,267 | 6,691 | 440,201 | | | 2/8/2022 | 2,442 | 160,659 | 7,326 | 481,978 | | | 2/9/2021 | 1,308 | 86,053 | 4,395 | 289,139 |

  260. Outstanding Equity Awards at Fiscal Year End

    | (1) RSAs granted in 2021, 2022 and 2023 vest in two equal annual installments on the 2nd and 3rd anniversaries of the grant date. |

  261. Outstanding Equity Awards at Fiscal Year End

    | (2) Based on performance through the end of 2023, amounts shown represent the Company achieving 168% payout for the PSUs granted in 2021 and achieving target performance goals for the PSUs granted in 2022 (including the 2022 special retention awards) and 2023. PSUs vest and pay out after the end of the applicable performance period (after performance results are determined and no later than March 15). |

  262. Stock Vested and Options Exercised in 2023

    Stock Vested and Options Exercised in 2023 The following table provides information concerning the vesting of stock awards during 2023 for each of the NEOs on an aggregate basis. The table reports the number of shares of stock that have vested; and the aggregate dollar value realized upon vesting of stock. For stock awards that vested in 2023, the aggregate dollar amount realized upon vesting was computed by multiplying the number of shares of stock by the market value of our common shares on the vesting date. Information regarding exercises of stock options has been omitted because no stock options were exercised by NEOs during 2023.

  263. Stock Vested and Options Exercised in 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Kenneth Vecchione | 57,574 | 3,651,267 | | Dale Gibbons | 17,933 | 1,110,570 | | Tim Boothe | 9,322 | 699,524 | | Steve Curley | 9,848 | 730,616 | | Tim Bruckner | 8,416 | 631,798 |

  264. Pension Benefits for 2023

    Pension Benefits for 2023 While we do not offer any pension benefits for any of our employees, we do maintain the Bridge Bank, National Association SERP in which Mr. Boothe participates. The following table sets forth information regarding pension benefits accrued during the last fiscal year for Mr. Boothe. None of our other NEOs received any pension benefits in 2023.

  265. Pension Benefits for 2023

    | Pension Benefits Table | | | | | | Name | Plan Name | Number of Years of Credited Service (1) (#) | Present Value of Accumulated Benefit (1) ($) | Payments During Last Fiscal Year ($) | | Tim Boothe | SERP | 23 | 2,320,205 | — |

  266. Pension Benefits for 2023

    | (1) The figures shown are determined as of the plan’s measurement date during 2023 under FASB ASC Topic 715, Retirement Benefits, for purposes of our audited financial statements. The Company used a 4.6% discount rate with 23 years of credited service to determine the present value of the accumulated benefit as of December 31, 2023. The benefit amount is calculated as a percentage of the final three full calendar years average compensation multiplied by the fraction (not more than 1) of years of service over the accrual years threshold. The benefits are fully vested over 10 years of service, and they are payable in 15 annual installments, starting upon retirement at normal retirement age, which is age 65 (or age 62 if employee’s years of service are in excess of the accrual years threshold). Benefits will be actuarially reduced upon retirement at an age that is earlier than the normal retirement age. Mr. Boothe is 100% vested in his benefits as of December 31, 2023: he has well over 10 years of service (greater that the 10 years accrued threshold specified in the SERP) and his normal retirement age, therefore, is 62. |

  267. Nonqualified Deferred Compensation in 2023

    Nonqualified Deferred Compensation in 2023 The Company sponsors the Restoration Plan, a non-qualified deferred compensation plan available only to certain executives. The Restoration Plan became effective in 2006. Under the 401(k) Plan, there is a statutory limit on the amount of compensation that can be taken into consideration in determining participant contributions and the Company’s matching contributions. The Restoration Plan allows participants to contribute 6% of their base salary and bonus compensation payable under the Annual Bonus Plan, without regard to the statutory compensation limit, but offset by participant contributions actually made under the 401(k) Plan. The Company makes matching contributions of 50% of the deferred amount up to 3% of all compensation as offset by the amount of matching contributions made on the participant’s behalf under the 401(k) Plan. The following table provides information with respect to the Restoration Plan. The amounts shown include compensation earned and deferred in prior years, and earnings on, or distributions of, such amounts. The column “Executive Contributions in 2023” indicates the aggregate amount contributed to such plans by each NEO during 2023. In 2023, no NEO received preferential or above-market earnings on deferred compensation, and no withdrawals or distributions were made.

  268. Nonqualified Deferred Compensation in 2023

    | Name | Executive Contributions in 2023 ($) | Registrant Contributions in 2023 ($) (1) | Aggregate Earnings in 2023 ($) | Aggregate Balance at 12/31/23 ($) | | Kenneth Vecchione | — | — | — | — | | Dale Gibbons | 90,030 | 45,015 | 44,844 | 1,206,419 | | Tim Boothe | — | — | — | — | | Steve Curley | — | — | — | — | | Tim Bruckner | — | — | — | — |

  269. Nonqualified Deferred Compensation in 2023

    | (1) Amounts in this column are included in the Summary Compensation Table, in the “All Other Compensation” column, and as a portion of the “Registrant Contributions” column in footnote (3) to that table. |

  270. Nonqualified Deferred Compensation in 2023

    CEO Pay Ratio

  271. Nonqualified Deferred Compensation in 2023

    | We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay our executive officers receive and the pay our non-managerial employees receive. The Compensation Committee reviewed a comparison of CEO pay to the pay of all our employees in 2023. The compensation for our CEO in 2023 was approximately 78 times the pay of our median employee. | 78:1 CEO Pay Ratio |

  272. Nonqualified Deferred Compensation in 2023

    Our CEO to median employee pay ratio is calculated in accordance with Item 402(u) of Regulation S-K. We identified the median employee by examining the total compensation for all individuals, excluding Mr. Vecchione, who were employed by us on December 1, 2023. To determine total compensation, we used: (1) the W-2 Gross Wages amount for all active employees who were employed during the entire 2023 calendar year; and (2) the annualized gross compensation amount for mid-year hires using December 1, 2023, payroll data. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We did not include retired employees or employees on long term leaves of absence who may have received compensation during the course of the year. We did not make any assumptions, adjustments, or estimates with respect to total cash or equity compensation, other than annualizing the compensation for any active employees that were not employed by us for all of 2023. After identifying the median employee based on total compensation, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2023 Summary Compensation Table in this proxy statement. Accordingly, our median employee for 2023 received total compensation in the amount of $112,365, whereas our CEO’s total compensation for 2023 totaled $8,752,029, such that our 2023 CEO to median employee pay ratio was 78:1. Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “Compensation Actually Paid” or “CAP” and certain performance measures for the fiscal years listed below. The CD&A describes the compensation setting process for our executive officers, which is done independently of the disclosure requirements. We believe that the CD&A fully explains the pay-for-performance elements of our program.

  273. Pay Versus Performance Table

    Pay Versus Performance Table The following table and supporting narrative contain information regarding “compensation actually paid” to our NEOs for each of the indicated fiscal years ended on December 31, and the relationship to company performance.

  274. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (1) | Average Summary Compensation | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) | GAAP Earnings Per Share (4) | | | | | Table Total for Non- PEO Named Executive Officers ($) (2) | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (3) | | | | 2023 | $8,752,029 | $3,865,078 | $2,631,565 | $1,430,971 | $126 | $116 | $722 | $6.54 | | 2022 | $8,195,178 | $2,246,805 | $2,463,991 | $909,058 | $110 | $116 | $1,057 | $9.70 | | 2021 | $7,323,619 | $21,611,192 | $2,906,340 | $7,042,849 | $196 | $125 | $899 | $8.67 | | 2020 | $6,270,271 | $8,327,177 | $2,695,393 | $3,406,782 | $108 | $91 | $507 | $5.04 |

  275. Pay Versus Performance Table

    | (1) Reflects compensation for our CEO, Kenneth Vecchione, who served as our Principal Executive Officer (PEO) in 2020, 2021, 2022 and 2023. |

  276. Pay Versus Performance Table

    | (2) Reflects compensation for Dale Gibbons, Randall Theisen, Timothy Boothe, and Robert Sarver in 2020, Dale Gibbons, Randall Theisen, Timothy Boothe, and Robert Sarver in 2021, Dale Gibbons, Timothy Boothe, Tim Bruckner, and Steve Curley in 2022, and Dale Gibbons, Timothy Boothe, Tim Bruckner, and Steve Curley in 2023 as shown in the Summary Compensation Table for each respective year. |

  277. Pay Versus Performance Table

    | (3) Peer Group used for TSR comparisons reflects the KBW Regional Banking Index. |

  278. Pay Versus Performance Table

    To calculate “compensation actually paid” for our CEO and other NEOs the following adjustments were made to Summary Compensation Table total pay. Deductions and Additions to Summary Compensation Table Totals

  279. Pay Versus Performance Table

    | | 2023 | | | Adjustments | PEO | Avg. Other NEOs | | Summary Compensation Total | $8,752,029 | $2,631,565 | | Deduction for amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for applicable FY | $(5,765,512) | $(1,421,582) | | Increase in fair value of awards granted during applicable FY that remain unvested as of applicable FY end, determined as of applicable FY end | $3,080,724 | $759,569 | | Change in fair value of awards granted during prior FY that were outstanding and unvested as of applicable FY end, determined based on change in fair value from prior FY end to applicable FY end | $(3,411,475) | $(655,917) | | Change in fair value of awards granted during prior FY that vested during applicable FY, determined based on change in fair value from prior FY end to vesting date | $1,209,312 | $228,347 | | Reduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT for applicable FY | $— | $(111,011) | | Total adjustments | $(4,886,951) | $(1,200,594) | | Compensation Actually Paid | $3,865,078 | $1,430,971 |

  280. Pay Versus Performance Table

    The equity awards included above comprise performance share units and restricted stock granted from 2020 through 2023. The amounts are based on the fair value of the equity awards as of the applicable year end or vesting date as required by SEC rules. Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. Restricted stock awards are valued based on the stock price on the relevant measurement date. Performance stock units are adjusted to reflect an accrued payout factor consistent with assumptions used for ASC 718 purposes, and the stock price on the relevant measurement date.

  281. Compensation Actually Paid Versus Company Performance

    Compensation Actually Paid Versus Company Performance The following charts provide a clear, visual description of the relationships between “compensation actually paid” to our PEO, and the average for our non-PEO NEOs, to aspects of the Company’s financial performance as included in the Pay Versus Performance Table above. Because a significant portion of compensation for our NEOs is in the form of equity awards, compensation actually paid is generally aligned with TSR.

  282. Tabular List of Company Performance Measures

    | • | to the extent the executive had any outstanding equity awards at the time of executive’s separation from service, the Company shall provide that the equity awards shall receive the same vesting treatment as provided under the executive’s participation agreement as if the executive’s separation from service had occurred immediately following a Transaction Event, with the date of the Transaction Event serving as the date the executive is deemed to have incurred a separation from service for purposes of determining any vesting in connection therewith; |