DEF 14A of Western Alliance Bancorporation
Filed Apr 22, 2026 · FY20250001193125-26-170399
Our People
| CULTIVATING OUR PEOPLE FOR LONG-TERM SUCCESS | | | | | | | |
100% Company match
| | 100% of our people are eligible for the Annual Bonus Plan or receive incentive compensation. | | Stock grants ensure our people’s interests and our stockholders’ interests are aligned. | | Our people are automatically enrolled in our 401(k) Plan, and we have a 98% participation rate. |
Our Board
Our Board
Our Board
| DELIBERATELY ENHANCING SKILLS FOR GROWTH | | | | | | | | | | 2020 | 2023 | 2024 | 2025 | | Juan R. Figuereo | Anthony T. Meola | Greta Guggenheim | Dr. Michael Papay | | Bryan K. Segedi | Mary Tuuk Kuras* | Christopher A. Halmy | Clarke Starnes III | | | | Mary Chris Jammet | |
Our Board
| Characteristics of Director Nominees | Board Best Practices | | Five Fully Independent Committees | | | | | | Audit | Governance | | | | | Compensation | Risk Management | | | | | New Fully Independent Technology & Cybersecurity Committee constituted as of June 10, 2026 | | | 33% diverse characteristics 3 women nominees 1 ethnically diverse nominee | | | | | | | Board and Committee Meetings in 2025 | | | | | | 10 | Full Board | 9 | Compensation Committee | | | 6 | Independent Director-Only | 7 | Finance & Investment Committee | | | | Sessions | 7 | Governance Committee | | | 11 | Audit Committee | 7 | Risk Committee |
Our Board
| Evaluating and Improving Board Performance | Aligning Director and Stockholder Interest | | Board and Committee Evaluations ANNUALLY | Director Equity Grants YES | | Board Orientation Yes | Director Stock Ownership Guidelines Yes |
Our Board
* Retiring at the 2026 Annual Meeting
Our Board
| | 2026 PROXY STATEMENT | vii |
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| Elements of Executive Compensation | 45 | | Annual Base Salary | 46 | | Annual Bonus Plan | 47 | | Long-Term Equity Incentive Compensation | 49 | | Compensation Recovery | 53 | | Executive Officer Stock Ownership Guidelines | 54 | | Hedging and Pledging of Company Securities | 54 | | Benefits and Perquisites | 54 | | Non-Qualified Deferred Compensation Plan | 55 | | Tax Considerations | 55 | | Evaluation of Company Compensation Plans and Risk | 55 | | Compensation Committee Report | 56 | | Compensation Tables | 57 | | CEO Pay Ratio | 64 | | Pay Versus Performance | 65 | | Potential Payments upon Termination or Change in Control | 68 | | Employment, Noncompetition and Indemnification Agreements | 73 | | Certain Transactions with Related Parties | 73 | | Policies and Procedures Regarding Transactions with Related Persons | 74 | | Security Ownership of Certain Beneficial Owners, Directors and Executive Officers | 74 | | Delinquent Section 16(a) Reports | 76 | | Equity Compensation Plan Information | 76 | | Proposal No. 2 | 77 |
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| CORPORATE STRATEGY Experience in establishing short- and long-term corporate strategy, including experience in identifying and executing on merger and acquisition opportunities, and managing capital and liquidity through private equity raises or capital market transactions. LEADERSHIP EXPERIENCE Current or former member of executive leadership managing business operations and strategic planning, including experience interacting with challenging issues presented from the complexity of the business and its regulatory landscape. RISK MANAGEMENT & CONTROLS Experience or expertise in assessing and managing business and financial risk factors, including enterprise-wide risk management and the implementation of controls to mitigate risk within the business. BANKING/FINANCIAL SERVICES INDUSTRY Experience in or with the financial services industry, particularly in the areas of commercial banking or residential mortgage lending, and proven knowledge of key customers and/or associated risks. | TECHNOLOGY/INFOSEC Experience with or oversight of innovative technology, cybersecurity, information systems/data management, fintech or privacy. PUBLIC COMPANY GOVERNANCE Experience serving on a board of directors of a public company or professional experience in the corporate governance field, with gained knowledge of corporate governance matters, policies, and best practices regarding public companies. CEO EXPERIENCE Current or former CEO of publicly held or large private corporation. COMPENSATION & MANAGEMENT DEVELOPMENT Experience in senior executive development, succession planning and compensation matters. FINANCE & ACCOUNTING Knowledge of or experience in accounting, financial reporting or auditing processes and standards. |
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| BRUCE D. BEACH, C.P.A. | | | | | | Senior Advisor BeachFleischman PC Age: 77 Director since: 2005 Board Chair since: 2022 Audit Committee Financial Expert | Committee Membership • Audit Committee • Compensation Committee • Finance and Investment Committee • Governance Committee • Risk Committee | Education • B.S., Accounting, University of Arizona • M.B.A., University of Arizona |
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| JUAN R. FIGUEREO, C.P.A. | | | | | | Retired Public Company Chief Financial Officer Age: 70 Director since: 2020 Audit Committee Financial Expert | Committee Membership • Audit Committee (Chair) • Finance and Investment Committee • Governance Committee | Education • B.B.A., Public Accounting, Florida International University |
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| GRETA GUGGENHEIM | | | | | | Former CEO and Board Member TPG Real Estate Finance Trust Age: 67 Director since: 2024 | Committee Membership • Finance and Investment Committee • Risk Committee | Education • B.A., Swarthmore College • M.B.A., The Wharton School of Business, University of Pennsylvania |
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| CHRISTOPHER A. HALMY | | | | | | Former CFO Ally Financial, Inc. Age: 57 Director since: 2024 | Committee Membership • Audit Committee • Finance and Investment Committee (Chair) • Governance Committee | Education • M.B.A. and B.S. (Accountancy), Villanova University |
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| MARY CHRIS JAMMET | | | | | | Retired Financial Services Executive Age: 58 Director since: 2024 | Committee Membership • Audit Committee • Compensation Committee • Risk Committee | Education • B.S., Finance, Towson University • M.S., Finance, Loyola University Maryland |
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| MARIANNE BOYD JOHNSON | | | | | Chair of the Board Boyd Gaming Corporation Age: 67 Director since: 1995 (founding) | Committee Membership • Compensation Committee • Governance Committee |
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| ROBERT P. LATTA | | | | | | Retired Senior Partner Wilson Sonsini Goodrich & Rosati, PC Age: 72 Director since: 2015 | Committee Membership • Compensation Committee (Chair) • Governance Committee • Risk Committee | Education • B.A., Economics, Stanford University • J.D., Stanford University |
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| ANTHONY T. MEOLA | | | | | | Founder and Principal West Coast Advisory, LLC Age: 69 Director since: 2023 | Committee Membership • Finance and Investment Committee • Risk Committee | Education • B.S., Accounting, Rutgers, The State University of New Jersey |
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| Dr. Michael Papay | | | | | | Advisory Board Chair and Chief Information Security Officer, Rohirrim Age: 61 Director since: 2025 | Committee Membership • Audit Committee • Risk Committee | Education • B.S., Aerospace and Ocean Engineering, Virginia Polytechnic Institute and State University (Virginia Tech) • Ph.D., Aerospace and Ocean Engineering, Virginia Tech |
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| BRYAN K. SEGEDI, C.P.A. | | | | | | Former Deputy Global Vice Chair of Assurance Ernst & Young Age: 66 Director since: 2020 | Committee Membership • Audit Committee • Compensation Committee | Education • B.A., Business Administration, Alma College • M.B.A., Management, Northwestern University |
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| DONALD D. SNYDER | | | | | | Retired Business Executive and Community Leader Age: 78 Director since: 1997 (founding) | Committee Membership • Compensation Committee • Governance Committee (Chair) | Education • B.S. Business Administration, University of Wyoming • Graduate School of Credit & Financial Management, Stanford University |
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| Clarke Starnes III | | | | | | Retired Chief Risk Officer, Truist Financial Corporation Age: 66 Director since: 2025 | Committee Membership • Finance and Investment Committee • Risk Committee | Education • B.S.B.A., University of North Carolina at Chapel Hill |
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| KENNETH A. VECCHIONE | | | | | | President & Chief Executive Officer Western Alliance Bancorporation Age: 71 Director since: 2007 | Committee Membership • Finance and Investment Committee | Education • B.S., Accounting, State University of New York at Albany |
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Ms. Kuras served on the Audit Committee during 2025 and will continue to serve on the Audit Committee until the 2026 Annual Meeting. Ms. Kuras is independent and financially literate.
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Mr. Gould served on the Governance Committee during 2025 and will continue to serve on the Governance Committee until the 2026 Annual Meeting. Mr. Gould is independent.
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| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | BRUCE D. BEACH | 190,000 | 315,051 | 5,424 | 510,475 | | JUAN R. FIGUEREO | 115,000 | 235,042 | 4,047 | 354,089 | | HOWARD N. GOULD | 90,000 | 235,042 | 4,047 | 329,089 | | GRETA GUGGENHEIM | 70,000 | 235,042 | 5,288 | 310,330 | | CHRISTOPHER A. HALMY | 105,000 | 235,042 | 5,288 | 345,330 | | MARY CHRIS JAMMET | 85,000 | 235,042 | 5,288 | 325,330 | | MARIANNE BOYD JOHNSON | 70,000 | 235,042 | 4,047 | 309,089 | | MARY TUUK KURAS | 80,000 | 235,042 | 4,047 | 319,089 | | ROBERT P. LATTA | 100,000 | 235,042 | 4,047 | 339,089 | | ANTHONY T. MEOLA | 70,000 | 235,042 | 4,047 | 309,089 | | MICHAEL PAPAY (3) | 20,000 | — | — | 20,000 | | BRYAN K. SEGEDI | 80,000 | 235,042 | 4,047 | 319,089 | | DONALD D. SNYDER | 90,000 | 235,042 | 4,047 | 329,089 | | CLARKE STARNES III (3) | 17,500 | — | — | 17,500 |
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Mr. Idnani has extensive experience in the financial services industry, including nearly two decades at J.P. Morgan Chase & Co., where he held senior roles in the Financial Institutions Group advising global and regional banks on strategic and financial matters. His background provides him with a deep understanding of banking operations, financial management, and the regulatory environment applicable to large financial institutions. As CFO Mr. Idnani oversees the Company’s Accounting, Investor Relations, Tax, Treasury, Financial Planning & Analysis and Corporate Development departments.
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Mr. Gibbons has more than 40 years of experience in commercial banking. In his role as Chief Banking Officer for Deposit Initiatives and Innovation, Mr. Gibbons oversees the Company's organic deposit-generating business lines, including Business Escrow Services, Western Alliance Trust Company, Juris Banking, Digital Assets Group, HOA Banking and Consumer Digital, while providing key oversight for other strategic Bank initiatives. In addition, Mr. Gibbons is a C.P.A. (inactive).
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Mr. Boothe has more than 30 years of commercial banking industry experience. Mr. Boothe leads various Corporate Affairs functions including Marketing, Information Security, Community Reinvestment, Large Financial Institution ("LFI") Readiness Program, and Government Relations. Additionally, he oversees the key national business lines of Corporate Finance, Municipal Finance, Nonprofit Finance, Affordable Housing Investments and the Western Alliance Community Foundation.
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Mr. Bruckner has more than 25 years of experience in commercial banking and lending. Mr. Bruckner oversees all of the Company’s regional banking divisions as well as certain specialty banking business lines.
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Mr. Curley has over 25 years of experience in commercial and mortgage banking. Mr. Curley oversees crucial functional aspects of the Company, including Information Technology, Bank Operations, Branch Banking, Product Development and Third-Party Risk Management. He also leads the Specialized Mortgage Services Business and has executive oversight of AmeriHome Mortgage Company, LLC.
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Ms. Herndon has more than 35 years of experience working in commercial banking and credit management for financial institutions. In addition, Ms. Herndon is a Certified Public Accountant. Ms. Herndon oversees Central Credit and Central Credit Administration and Enterprise Modeling.
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Ms. Jarvi has over 20 years of experience representing financial institutions in banking, corporate, and financial services law. In addition to oversight of the Legal Department, Ms. Jarvi also serves as the Corporate Secretary for the Company.
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Ms. Kennedy has extensive experience in human resources management, specifically in the areas of talent acquisition and management, employee relations and total rewards. Ms. Kennedy oversees all aspects of human resources, employee compensation and benefits, learning and talent development, and spearheads the Company’s diversity and inclusion efforts.
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Ms. Nachlas has over 25 years of experience in risk management and oversight, particularly in the banking and financial services sector. Ms. Nachlas oversees all aspects of the Company’s risk management strategies and operations, as well as supervising the organization’s risk mitigation and identification procedures.
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| 1. | continue a strong relationship between executive pay and the annual and long-term performance of the Company; | | 2. | reward the attainment of short- and long-term financial performance goals; | | 3. | enhance the Company’s ability to attract and retain qualified executive officers; and | | 4. | align, to the greatest extent possible, the interests of customers, management, and stockholders. |
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| What We Do | | What We Don't Do | | | • | Rigorous performance goals required to earn a substantial portion of our executives’ compensation | • | No single-trigger tax gross-up payments in connection with severance or change in control pay | | • | Consider stockholder voting on the future design of our executive compensation program | • | Policy of no hedging, pledging or short-sale or derivative transactions by executive officers or directors(1) | | • | Executive compensation programs linked to our long-term strategy | • | No guaranteed bonuses | | • | Multi-year performance periods on performance-based equity awards | • | No excessive perks | | • | Utilize relative performance measures in our PSUs | (1) Mr. Gibbons has a grandfathered pledged or margin account as disclosed in "Security Ownership of Certain Beneficial Owners, Directors and Executive Officers." | | | • | Cap maximum vesting or payout levels under our incentive awards, which are aligned with competitive market practices | | | | • | Engage an independent compensation consultant to evaluate our executive compensation program design and pay decisions | | | | • | Evaluate executive compensation data and practices of our peer group companies as selected annually by the Compensation Committee | | | | • | Maintain executive stock ownership guidelines | | | | • | Maintain a compensation recovery (clawback) policy | | | | • | Provide limited executive perquisites | | |
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| LFI Bonus Plan | | | | | | | | Target Performance | Maximum % Payable | 2025 Actual Performance | LFI Bonus % Achieved Based on Performance | 2025 LFI Bonus % Payout | | | Achieves | Up to 15% of Annual Bonus Target | Achieves | 15% | 7.50% |
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| Name | Target (% of Salary) | 2025 Bonus Target ($) | 2025 Bonus Paid ($) | 2025 Bonus Paid (as % of Target) (1) | | Vecchione | 150% | 2,250,000 | 4,050,000 | 180% | | Gibbons | 120% | 1,103,194 | 1,985,748 | 180% | | Curley | 120% | 751,463 | 1,315,060 | 175% | | Bruckner | 120% | 751,463 | 1,330,089 | 177% | | Boothe | 100% | 542,479 | 965,613 | 178% |
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| (1) The CEO may recommend to the Compensation Committee increases to the Annual Bonus Plan payout of up to 15% for a limited population of employees, with total Annual Bonus Plan payouts not to exceed 200%. |
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| PSU Vesting (%) | 3 year arithmetic mean of ROE of sorted peer (percentile) | | —% | <25th | | 50% | 25th | | 100% | 50th | | 200% | >75th |
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| PSU Payout on ROE Performance | CET1 Ratio 12 quarter average | | 0% | ≤10% | | Results will be adjusted proportionate to the % decrease | >10.0% - 10.99% | | Based solely on the results of relative ROE | ≥11% |
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| Name | RSAs (#) | PSUs (#) | CSRUs (#) | | VECCHIONE | 10,485 | 26,211 | 15,726 | | GIBBONS | 5,077 | 12,692 | 7,615 | | CURLEY | 3,091 | 7,725 | 4,635 | | BRUCKNER | 2,760 | 6,898 | 4,138 | | BOOTHE | 1,656 | 4,139 | 2,483 |
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| Name | PSUs Awarded at Grant (#) | PSU Value at Grant ($) | PSUs Vested (#) | PSUs Vested ($) | | VECCHIONE | 34,731 | 2,724,994 | 17,366 | 1,618,511 | | GIBBONS | 15,932 | 1,250,025 | 7,966 | 742,431 | | CURLEY | 7,329 | 575,033 | 3,665 | 341,578 | | BRUCKNER | 6,691 | 524,976 | 3,346 | 311,847 | | BOOTHE | 4,302 | 337,535 | 2,151 | 200,473 |
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| Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | Change in pension value and nonqualified deferred compensation earnings ($) (3) | All Other Compensation ($) (4) | Total ($) | | KENNETH VECCHIONE | 2025 | 1,500,000 | 5,326,094 | 4,050,000 | | 93,142 | 10,969,236 | | Chief Executive Officer | 2024 | 1,500,000 | 5,920,833 | 2,745,000 | | 109,327 | 10,275,160 | | | 2023 | 1,400,000 | 5,765,512 | 1,491,000 | | 95,517 | 8,752,029 | | DALE GIBBONS | 2025 | 919,328 | 2,641,400 | 1,985,748 | | 133,160 | 5,679,636 | | Vice Chairman and | 2024 | 875,231 | 3,322,588 | 1,282,560 | | 114,214 | 5,594,593 | | Chief Financial Officer | 2023 | 835,386 | 2,644,752 | 712,412 | | 105,710 | 4,298,260 | | STEVE CURLEY | 2025 | 626,219 | 1,572,253 | 1,315,060 | | 46,716 | 3,560,248 | | Chief Banking Officer – | 2024 | 591,058 | 1,776,896 | 867,600 | | 48,675 | 3,284,229 | | National Business Lines | 2023 | 522,156 | 1,216,632 | 371,048 | | 38,496 | 2,148,332 | | TIM BRUCKNER | 2025 | 626,219 | 1,420,644 | 1,330,089 | | 44,950 | 3,421,902 | | Chief Banking Officer – | 2024 | 591,058 | 1,699,708 | 867,600 | | 45,197 | 3,203,563 | | Regional Banks | 2023 | 517,500 | 1,110,801 | 368,325 | | 36,641 | 2,033,267 | | TIM BOOTHE | 2025 | 542,479 | 862,436 | 965,613 | 490,060 | 39,074 | 2,899,662 | | Chief Administration | 2024 | 522,019 | 1,042,884 | 611,373 | 258,406 | 40,769 | 2,475,451 | | Officer | 2023 | 495,962 | 714,143 | 352,617 | 444,045 | 39,633 | 2,046,400 |
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| | Pension Benefits Table | | | | | Name | Plan Name | Number of Years of Credited Service (1) (#) | Present Value of Accumulated Benefit (1) ($) | Payments During Last Fiscal Year ($) | | TIM BOOTHE | SERP | 25 | 3,068,671 | — |
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| (1) The figures shown are determined as of the plan’s measurement date during 2025 under FASB ASC Topic 715, Retirement Benefits, for purposes of our audited financial statements. The Company used a 4.83% discount rate with 25 years of credited service to determine the present value of the accumulated benefit as of December 31, 2025. 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, 2025: he has well over 10 years of service (greater than the 10 years accrued threshold specified in the SERP) and his normal retirement age, therefore, is 62. |
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| | | | Average Summary Compensation Table Total | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (1) | for Non- PEO Named Executive Officers ($) (2) | to Non-PEO Named Executive Officers ($) (2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (3) | Net Income ($M) | Return on Equity (4) | | 2025 | $10,969,236 | $11,033,937 | $3,890,362 | $3,864,791 | $155 | $153 | $991 | 12.9% | | 2024 | $10,275,160 | $15,081,111 | $3,639,459 | $5,020,910 | $151 | $143 | $788 | 12.2% | | 2023 | $8,752,029 | $3,865,078 | $2,631,565 | $1,430,971 | $117 | $127 | $722 | 12.6% | | 2022 | $8,195,178 | $2,246,805 | $2,463,991 | $909,058 | $102 | $127 | $1,057 | 20.7% | | 2021 | $7,323,619 | $21,611,192 | $2,906,340 | $7,042,849 | $182 | $137 | $899 | 22.3% |