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Items of Business
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1
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| | Election of Directors. To elect 11 director nominees to the Board of Directors to service for a one-year term. | | ||||||
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•
Tanya M. Acker
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•
C. William Hosler
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•
Robert A. Stine
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•
Paul R. Burke
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Susan E. Lester
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Paul W. Taylor
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•
Craig A. Carlson
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Roger H. Molvar
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•
Matthew P. Wagner
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•
John M. Eggemeyer, III
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•
Daniel B. Platt
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2
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Advisory Vote on Executive Compensation. To approve, on an advisory basis (non-binding), the compensation of the Company’s named executive officers.
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3
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Approval of the Amended and Restated PacWest Bancorp 2017 Stock Incentive Plan. To approve the Amended and Restated PacWest Bancorp 2017 Stock Incentive Plan.
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4
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Ratification of the Appointment of Independent Auditors. To ratify the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021.
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5
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Other Business. To consider and act upon such other business and matters or proposals as may properly come before the 2021 Annual Meeting or any adjournments or postponements thereof.
As of the date of this notice, the Board of Directors of PacWest (the “Board”) knows of no other matters that may be brought before stockholders at the Annual Meeting. |
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By Order of the Board of Directors,
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Natasha Luddington
Senior Vice President, Associate General Counsel |
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March 26, 2021
Beverly Hills, California |
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BY
TELEPHONE |
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BY
INTERNET |
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BY
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| | |
BY
MOBILE DEVICE |
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DURING THE
ONLINE MEETING |
| ||||
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Call toll-free
1-800-690-6903 |
| | |
www.proxyvote.com
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| | |
Complete, sign and date the proxy card and mail it in the enclosed postage-paid envelope
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Scan the QR code
|
| | |
www.virtualshareholdermeeting.com/PACW2021
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|
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Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to Be Held on May 11, 2021 |
|
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This Proxy Statement and our 2020 Annual Report are available at
www.pacwestbancorp.com/docs |
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| 1 | | | Proxy Summary | |
| 7 | | | | |
| 7 | | | Proposal 1―Election of Directors | |
| 8 | | | Director Nominees | |
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| 20 | | | Board Committees and Meetings | |
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| 25 | | | Corporate Governance | |
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| 34 | | | Director Compensation | |
| 35 | | | 2020 Non-Employee Director Compensation Table | |
| 36 | | | Executive Compensation | |
| 36 | | | Proposal 2―Advisory Vote on Executive Compensation | |
| 37 | | | Executive Officers | |
| 42 | | | Compensation Discussion and Analysis | |
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| 58 | | | Compensation Committee Report | |
| 59 | | | Executive Compensation Tables | |
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| 67 | | | CEO Pay Ratio | |
| 68 | | | Amended and Restated PacWest Bancorp 2017 Stock Incentive Plan | |
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| 77 | | | Audit Matters | |
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| 78 | | | Independent Auditor | |
| 78 | | | Independent Auditor Fees | |
| 78 | | | Pre-Approval Policies and Procedures | |
| 79 | | | Audit Committee Report | |
| 80 | | | Owners of More Than Five Percent | |
| 81 | | | Ownership of Directors and Executive Officers | |
| 83 | | | Section 16(a) Beneficial Ownership Reporting Compliance | |
| 84 | | | | |
| 89 | | | Other Business | |
| | | Stockholder Proposals | | |
| | | Director Nominations | | |
| 91 | | | Incorporation by Reference | |
| A-1 | | | Appendix A | |
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See page 84 for more information.
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Tuesday, May 11, 2021
1:00 p.m. Pacific time |
| | |
www.virtualshareholdermeeting.com/PACW2021
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Close of business on
March 15, 2021 |
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|
Proposals
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| |
Board Recommendation
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See
Page |
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|
1
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| |
Election of 11 directors
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FOR each director
nominee |
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7
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2
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Approval, on an advisory basis (non-binding), of the compensation of the Company’s named executive officers
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FOR
|
| |
36
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|
3
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Approval of the Amended and Restated PacWest Bancorp 2017 Stock Incentive Plan
|
| |
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| |
FOR
|
| |
68
|
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|
4
|
| |
Ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021
|
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FOR
|
| |
77
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See page 8 for more information.
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See page 25 for more information.
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See page 43 for more information.
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The PacWest Board of Directors recommends a vote FOR all of the nominees listed below.
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|
COMMITTEES
•
Risk
|
| |
Tanya M. Acker
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Age 50
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| ||||||
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BACKGROUND
Ms. Acker is a Director of PacWest Bancorp and Pacific Western Bank and is a member of their respective Risk Committees. Ms. Acker is an attorney and arbitrator who has served as one of three judges on a syndicated television court program since 2014. Ms. Acker has served on the Board of Trustees of the Pacific Battleship Center, a nonprofit organization that operates the Battleship IOWA museum (and now the National Museum of the Surface Navy) since 2015 and also serves on the Board of Directors and as Chair of the Awards Committee. Ms. Acker has served on the board of Public Counsel, an organization that provides free legal services since 2008 and she is currently Board Secretary as well as a member of the Douglas Dinner, Executive, Board Development and Compensation Committees. Ms. Acker has served as a director and member of the Executive Committee and previously served as legal counsel for the Western Los Angeles County Council of the Boy Scouts of America since 2013. Ms. Acker serves on the National Executive Board of the Boy Scouts of America where she sits on the Diversity and Inclusion Committee. Ms. Acker has served as a trustee of the Boy Scouts of America Foundation since 2018. Ms. Acker has served as a director of the Western Justice Center, a nonprofit organization that promotes alternative dispute resolution since 2011 and she is a member of the Executive Committee. Ms. Acker is also the owner, president and chief executive officer of Free Eagle Ventures, Inc., a California loan out company. Ms. Acker operated her own private law practice from 2005 until 2013, after which she joined the firm Goldberg, Lowenstein and Weatherwax. From March 2017 to November 2019, Ms. Acker served as a director of Rainbow Services, a nonprofit organization that provides assistance to victims of domestic violence.
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| | | | MS. ACKER’S BOARD QUALIFICATIONS | | | | |||||||
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Business operations
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Risk management
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Legal and regulatory
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Strategic planning
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| | | |
Public company board service
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| | | |
|
COMMITTEES
•
ALM
•
Audit
•
CNG
•
Executive
|
| |
Paul R. Burke
|
| |
Age 58
|
| ||||||
|
BACKGROUND
Mr. Burke is a Director of PacWest Bancorp and Pacific Western Bank and is the Chairperson of their respective ALM Committees and a member of each of their respective Audit, CNG and Executive Committees. Mr. Burke is an officer and director of Northaven Management, Inc., a privately owned investment management firm that he co-founded in 1995 that focuses exclusively on equity investments in the financial services industry. Mr. Burke is also managing director and serves on the board of directors for Kilowatt Labs, Inc., a company that designs, manufactures and sells energy storage and power management solutions. From 2009 to January 2021, Mr. Burke served as a director of Optisure Risk Holdings, Inc., a private insurance brokerage firm where he previously served as its chairman, president, and acting chief executive officer. Mr. Burke served as director of Square 1 Financial, Inc., a publicly traded financial services company that the Company acquired on October 6, 2015, where he served as chairman of the Compensation Committee and as a member of the Audit, Asset Liability and various other Committees from 2010 to 2015. He also served as a director of Square 1 Bank from 2012 until 2015. Mr. Burke served as a director of Eastern Insurance Holdings, Inc., a publicly traded property and casualty insurer, from 2001 to 2014, where he chaired the Audit Committee and served as a member of various other committees.
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| | | | MR. BURKE’S BOARD QUALIFICATIONS | | | | |||||||
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Audit and financial reporting
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Legal and regulatory
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Business operations
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Mergers and acquisitions
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Corporate and investment banking
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Public company board service
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| | | |
Financial services industry
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Risk management
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Leadership of highly regulated business
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Strategic planning
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COMMITTEES
•
Audit
•
Executive
•
Risk
|
| |
Craig A. Carlson
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Age 70
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BACKGROUND
Mr. Carlson is a Director of PacWest Bancorp and Pacific Western Bank and is the Chairperson of their respective Risk Committees and a member of each of their respective Audit and Executive Committees. Mr. Carlson is currently a self-employed, financial institution and regulatory consultant and California real estate broker. He was formerly a bank regulator for 36 years and has over 26 years of experience supervising a bank examination staff of over 125 individuals. Mr. Carlson was senior deputy commissioner and chief examiner of the Banking Program for the California Department of Financial Institutions (“DFI”), currently known as the California Department of Financial Protection and Innovation from March 2007 until his retirement in June 2010. In this position, he was responsible for the supervision and regulation of all state chartered commercial and industrial banks as well as other institutions and he served as a key advisor to the Commissioner of the DFI. Previously, he held positions for the DFI as senior deputy commissioner and deputy commissioner for the San Diego/Orange County Region for the DFI. Mr. Carlson was a faculty member of the California Banking School and was a member of the Conference of State Bank Supervisors where he had served as a member of its accreditation review team.
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| | | | MR. CARLSON’S BOARD QUALIFICATIONS | | | ||||||||
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Audit and financial reporting
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Financial services industry
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Business operations
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Legal and regulatory
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Corporate and investment banking
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Risk management
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COMMITTEES
•
Executive
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| |
John M. Eggemeyer, III
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Age 75
Chairman of the Board
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BACKGROUND
Mr. Eggemeyer is Chairman of the Board of PacWest Bancorp, a position he has held since 2000 when the Company was founded. Mr. Eggemeyer is also a Director of Pacific Western Bank and is the Chairperson of their respective Executive Committees. Mr. Eggemeyer has been an investor, executive and financial advisor in the field of commercial banking for over 40 years. Mr. Eggemeyer is founder and managing principal of Castle Creek Capital LLC, a private equity firm founded in 1990 that specializes in the financial services industry. Mr. Eggemeyer is a Board member of The Bancorp, Inc. and currently serves on its Risk Committee. Since August 2019, Mr. Eggemeyer has served as a Director of Northpointe Bancshares, Inc. and Northpointe Bank. Mr. Eggemeyer currently serves as a trustee of Northwestern University where he serves on the Finance Committee and Investment Committee. Mr. Eggemeyer served as a director of Guaranty Bancorp from 2004 until 2018 and Heritage Commerce Corp. from August 2010 to December 2016.
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| | | | MR. EGGEMEYER’S BOARD QUALIFICATIONS | | |||||||||
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Audit and financial reporting
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Legal and regulatory
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Business operations
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Mergers and acquisitions
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Corporate and investment banking
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Public company board service
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Financial services industry
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Risk management
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Leadership of highly regulated business
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Strategic planning
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COMMITTEES
•
Audit
•
CNG
•
Executive
|
| |
C. William Hosler
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Age 57
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|
BACKGROUND
Mr. Hosler is the Lead Independent Director of the Board of PacWest Bancorp, a Director of Pacific Western Bank and is a member of each of their respective Audit, CNG and Executive Committees. Mr. Hosler is the chief financial officer and member of the board of directors of Catellus Acquisition Company, LLC, a commercial real estate property ownership, management and development company. Mr. Hosler also serves as a director of Fantex, Inc., a Delaware brand building company, where he chairs the Audit Committee. Mr. Hosler also serves as a director and president of the Claremont Country Club. Mr. Hosler also serves as chair of the City of Piedmont Budget Advisory and Financial Planning Committee. Mr. Hosler served as a director of CapitalSource Inc. from 2007 until 2014. Mr. Hosler previously served on the board of directors, Audit Committee and Corporate Governance and Nominating Committee of Parkway Properties, Inc., a self-administered, real estate investment trust.
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| | | | MR. HOSLER’S BOARD QUALIFICATIONS | | | ||||||||
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Audit and financial reporting
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Legal and regulatory
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Business operations
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Mergers and acquisitions
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Corporate and investment banking
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Public company board service
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Financial services industry
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Risk management
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Leadership of highly regulated business
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Strategic planning
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COMMITTEES
•
ALM
•
Audit
•
Executive
•
Risk
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| |
Susan E. Lester
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| |
Age: 64
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BACKGROUND
Ms. Lester is a Director of PacWest Bancorp and Pacific Western Bank and is the Chairperson of their respective Audit Committees and member of each of their respective Audit, Risk and Executive Committees.Since 2016, Ms. Lester has served as a public director for The Options Clearing Corporation, an equity derivatives clearing organization, where she chairs the Audit Committee and is a member of the Governance and Nominating Committee and Regulatory Committee. Ms. Lester is also the Francis Parker School Board of Trustees Chair and is a member of the Compensation Committee. Previously, Ms. Lester served as the Francis Parker School’s chair of the Finance Committee. Ms. Lester served as a director of Arctic Cat, Inc., a publicly traded company, from 2004 to March 2017 where she chaired the Audit Committee and was a member of the Governance Committee. Ms. Lester served as a director of Lender Processing Services, Inc. from December 2010 until January 2014, where she was a member of the Audit, Governance and Risk and Compliance Committees. Ms. Lester is a former trustee and treasurer of Hazeltine National Golf Club and a former chair of the Board of Trustees of the College of St. Benedict.
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| | | | MS. LESTER’S BOARD QUALIFICATIONS | | |||||||||
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Audit and financial reporting
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Legal and regulatory
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Business operations
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Mergers and acquisitions
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Corporate and investment banking
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Public company board service
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Financial services industry
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Risk management
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Leadership of highly regulated business
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Strategic planning
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COMMITTEES
•
Audit
•
CNG
•
Risk
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| |
Roger H. Molvar
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Age 65
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BACKGROUND
Mr. Molvar is a Director of PacWest Bancorp and Pacific Western Bank and is a member of each of their respective Audit, CNG and Risk Committees. Mr. Molvar is currently a private investor. Mr. Molvar has served on the board of directors of First Financial Northwest, Inc., First Financial Northwest Bank and First Financial Diversified Corporation (collectively, “First Financial”) since 2015 and he served as the chairman of the board of all three First Financial entities from 2017 until 2019. As a board member of First Financial, Mr. Molvar is a member of the Compensation and Awards Committee, chairs the ALCO Committee and is a member of the Director Loan Committee. Mr. Molvar served as a director of CapitalSource Bank from its formation in 2008 until its merger with Pacific Western Bank in 2014 and he previously served as a director and a member of the Audit Committee of Farmers and Merchants Bank of Long Beach, California.
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| | | | MR. MOLVAR’S BOARD QUALIFICATIONS | | |||||||||
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Audit and financial reporting
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Legal and regulatory
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Business operations
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Mergers and acquisitions
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Corporate and investment banking
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Public company board service
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Financial services industry
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Risk management
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Leadership of highly regulated business
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Strategic planning
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COMMITTEES
•
ALM
•
Risk
|
| |
Daniel B. Platt
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Age 74
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|
BACKGROUND
Mr. Platt is a Director of PacWest Bancorp and Pacific Western Bank and is a member of each of their respective ALM and Risk Committees. Mr. Platt is a former executive vice president of the Company and he oversaw the Special Assets Group of Pacific Western Bank from November 2009 until his retirement in April 2014. Mr. Platt served as a director of Pacific Western Bank from November 2009 until April 2014. Mr. Platt serves as a director for a number of charitable organizations including: (i) A Step Beyond where he previously served as chairman and treasurer, (ii) The Barnabus Group where he also serves as treasurer and (iii) the Rancho Santa Fe Foundation where he serves as treasurer and chairman of the Finance Committee and is a member of the Executive Committee.
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| | | | MR. PLATT’S BOARD QUALIFICATIONS | | |||||||||
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Audit and financial reporting
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Legal and regulatory
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Business operations
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Mergers and acquisitions
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Corporate and investment banking
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Public company board service
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Financial services industry
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Risk management
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Leadership of highly regulated business
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Strategic planning
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COMMITTEES
•
CNG
•
Executive
|
| |
Robert A. Stine
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| |
Age 74
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|
BACKGROUND
Mr. Stine is a Director of PacWest Bancorp and Pacific Western Bank and is the Chairperson of their respective CNG Committees and a member of their respective Executive Committees. Mr. Stine has served as a director of Bolthouse Properties, LLC, a privately held real estate development and land management company based in Kern County, California since 2015. Mr. Stine is also a director of Rancho Santa Fe Foundation where he chairs the Compensation Committee and is a member of the Executive Committee. Mr. Stine is the former president and chief executive officer of Tejon Ranch Co., a publicly traded real estate development and agri-business company, which positions he held from May 1996 until his retirement in December 2013. Mr. Stine also served as a director of Tejon Ranch Co. from 1996 until May 2015. He was also a founding director of Valley Republic Bank, a community bank located in Kern County, California, a position he held from 2008 until May 2015.
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| | | | MR. STINE’S BOARD QUALIFICATIONS | | |||||||||
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Audit and financial reporting
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Legal and regulatory
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Business operations
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Mergers and acquisitions
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Corporate and investment banking
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| |
Public company board service
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| | | |
Financial services industry
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| |
Risk management
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| ||||||
| | | |
Leadership of highly regulated business
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Strategic planning
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COMMITTEES
•
None
|
| |
Paul W. Taylor
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| |
Age 60
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|
BACKGROUND
Mr. Taylor is a Director of PacWest Bancorp and Pacific Western Bank. From May 2019 until June 2020, Mr. Taylor was CEO, President and Director of Opus Bank, a California-chartered bank, which subsequently merged into Pacific Premier Bank, a California-chartered bank. From February 2011 until December 2018, Mr. Taylor was the CEO, President and Director of Guaranty Bancorp, where he served on the Corporate Risk Committee. Mr. Taylor also was the Chief Executive Officer and Chairman of the Board of Guaranty Bank and Trust Company, a banking subsidiary of Guaranty Bancorp. Prior to becoming CEO and President of Guaranty Bancorp, Mr. Taylor held various positions including Executive Vice President, Chief Financial and Operating Officer and Secretary of Guaranty Bancorp.
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| | | | MR. TAYLOR’S BOARD QUALIFICATIONS | | | | |||||||
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Audit and financial reporting
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| |
Legal and regulatory
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| ||||||
| | | |
Business operations
|
| |
Mergers and acquisitions
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| ||||||
| | | |
Corporate and investment banking
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| |
Public company board service
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| ||||||
| | | |
Financial services industry
|
| |
Risk management
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| ||||||
| | | |
Leadership of highly regulated business
|
| |
Strategic planning
|
| ||||||
| | | |
|
| |
|
|
|
COMMITTEES
•
ALM
•
Executive
•
Risk
|
| |
Matthew P. Wagner
|
| |
Age 64
|
| ||||||
|
BACKGROUND
Mr. Wagner is a Director of PacWest Bancorp and Chairman of the Board of Pacific Western Bank and is a member of each of their respective ALM, Risk and Executive Committees. Mr. Wagner has been the President and CEO of PacWest Bancorp and Pacific Western Bank since 2000.
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| | | ||||||||||||
| | | | MR. WAGNER’S BOARD QUALIFICATIONS | | |||||||||
| | | |
Audit and financial reporting
|
| |
Legal and regulatory
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| ||||||
| | | |
Business operations
|
| |
Mergers and acquisitions
|
| ||||||
| | | |
Corporate and investment banking
|
| |
Public company board service
|
| ||||||
| | | |
Financial services industry
|
| |
Risk management
|
| ||||||
| | | |
Leadership of highly regulated business
|
| |
Strategic planning
|
| ||||||
| | | |
|
| |
|
|
|
Background or Proficiency
|
| |
Importance
|
| |||
|
|
| |
Audit and financial reporting
|
| |
A background or proficiency in audit matters and financial reporting with respect to a publicly-traded financial institution is important to the operations of our business.
|
|
|
|
| |
Business operations
|
| |
A background or proficiency in the management of a business, including its operations and strategic pursuits.
|
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|
| |
Corporate and investment banking
|
| |
A background or proficiency in connection with banking, borrowing and lending as well as investment banking activities is important to our continued success.
|
|
|
|
| |
Financial services industry
|
| |
A background or proficiency in the financial services industries, notably public company commercial banking is critical in our economic environment.
|
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|
|
| |
Leadership of highly regulated business
|
| |
A background or proficiency with respect to our highly regulated industry, including commercial banking is important to successfully operate our organization.
|
|
|
|
Legal and regulatory
|
| |
A background or proficiency in legal and regulatory matters associated with a financial institution is necessary.
|
| ||
|
|
| |
Mergers and acquisitions
|
| |
A background or proficiency with respect to banking, mergers and acquisitions, capital market transactions and long-term strategic planning is of utmost importance.
|
|
|
|
| |
Public company board service
|
| |
A background or proficiency as a board member of a public company board, notably of a highly regulated financial institution, brings a viewpoint that is indispensable.
|
|
|
|
| |
Risk management
|
| |
A background or proficiency in risk management of a public company, including acting in response to organization risks is vital.
|
|
|
|
| |
Strategic planning
|
| |
A background or proficiency with respect to the strategic direction of a public company, including future growth opportunities is essential.
|
|
|
|
MEMBERS
•
Paul R. Burke
•
Susan E. Lester
•
Daniel B. Platt
•
Matthew P. Wagner
A copy of our ALM Committee charter, last approved by the Board in February 2021, may be obtained on the Company’s website at www.pacwestbancorp. com under the section titled Corporate Governance.
|
| |
Asset/Liability Management Committee
|
| |
Meetings in 2020: 4
|
| ||||||
|
OVERVIEW
The Asset/Liability Management (“ALM”) Committee (the “ALM Committee”) monitors the asset and liability strategies of the Company to ensure compliance with all applicable regulatory and reporting requirements and Company policies. The ALM Committee’s objectives are:
(i)
to manage balance sheet and off-balance sheet assets and liabilities in an effort to maximize the spread between interest earned on our interest-earning assets and interest paid on our interest-bearing liabilities;
|
| |
(ii)
to maintain acceptable levels of interest rate risk; and
(iii)
to ensure that the Company has the ability to pay liabilities as they come due and fund continued asset growth.
ALM activities are typically discussed monthly by the executive management members responsible for managing ALM activities.
|
| |||||||||
|
KEY RESPONSIBILITIES
The responsibilities of the ALM Committee include, among other things:
•
approving, on an annual basis, any asset liability management policies the ALM Committee deems appropriate or are required to be approved by applicable law or regulation;
•
reviewing the results of the interest rate risk and liquidity monitoring and reporting system, including performance relative to established policy limits, risk categories and operating targets (as set forth in the Company’s Risk Appetite Statement (“RAS”));
|
| |
•
reviewing liquidity stress test results;
•
monitoring performance of the Company’s investment portfolio and strategies including portfolio activity, unrealized gains and losses, portfolio yield, duration and total return, and credit quality (including Municipal portfolio surveillance); and
•
reviewing the status of the Company’s derivatives and hedge positions.
|
| |||||||||
|
|
|
|
MEMBERS
•
Susan E. Lester
•
Paul R. Burke
•
Craig A. Carlson
•
C. William Hosler
•
Roger H. Molvar
All members of the Audit Committee are independent.
The Board determined that all of the nominees to the Audit Committee are financially literate. In addition, each member is qualified as an audit committee financial expert with accounting or related financial management expertise, in each case in accordance with the SEC rules and the Nasdaq listing standards.
A copy of our Audit Committee charter, last approved by the Board in February 2021, is available on our website at
www.pacwestbancorp. com under the section titled Corporate Governance. |
| |
Audit Committee
|
| |
Meetings in 2020: 14
|
| ||||||
|
OVERVIEW
The Audit Committee assists the Board in its oversight responsibilities for:
(i)
the quality and integrity of the Company’s financial statements;
(ii)
the Company’s compliance with legal and regulatory requirements;
|
| |
(iii)
the independent auditors’ qualifications and independence;
(iv)
the performance of the independent auditors and the Company’s internal audit function; and
(v)
in conjunction with the Company’s Risk Committee, the Company’s risk management functions.
|
| |||||||||
|
KEY RESPONSIBILITIES
The responsibilities of the Audit Committee include, among other things:
•
With respect to the independent auditors:
(i)
to be directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditors (including the resolution of disagreements between management and the independent auditors regarding accounting and financial reporting matters);
(ii)
to be directly responsible for the appointment, compensation, retention and oversight of the work of any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or to perform audit, review, or attestation services; and
(iii)
to pre-approve, or to adopt appropriate procedures to pre-approve, all audit and non-audit services to be provided by the independent auditors.
•
With respect to the internal audit function:
(i)
in conjunction with the Company’s Chief Audit Executive (“CAE”) to select, engage, oversee and retain any firms used in a co-sourcing capacity as part of the Company’s internal audit function, and to review and evaluate qualifications, performance and independence of the members of the internal audit function (whether out-sourced or performed in-house); and
(ii)
to review reports from the internal audit department regarding internal controls and procedures, the Company’s financial controls, accounting system, operational controls and procedures, regulatory and legal compliance and changes to the Company’s policy and procedures manuals.
•
With respect to accounting principles and policies, financial reporting and internal control over financial reporting:
(i)
to review from management, the internal audit department and the independent auditors a timely analysis of significant issues and practices relating to accounting principles and policies, financial reporting and internal control over financial reporting; and
|
| |
(ii)
to consider any reports or communications (and management’s and/or the internal audit departments responses thereto) submitted to the Audit Committee by the independent auditors required or referred to in applicable standards, including reports and communications related to the overall audit strategy, including the timing of the audit, significant risks the independent auditors identified, and significant changes to the planned audit strategy or identified risks.
•
With respect to meeting with management;
(i)
to discuss the scope of the annual audit; and
(ii)
to discuss any significant matters arising from any audit, including any audit problems or difficulties, whether raised by management, the CAE or the independent auditors relating to the Company’s financial statements.
•
With respect to Environmental, Social and Governance (“ESG”) matters and/or any reporting, to oversee and receive a report from management’s ESG Committee on a periodic basis outlining the activities of the ESG Committee, any information being reported externally (i.e. website, proxy statement or corporate social responsibility report) and/or any initiatives for which the Board should be aware.
•
With respect to reporting and recommendations:
(i)
to review, approve and oversee any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K) on an ongoing basis, in accordance with the Company’s Related-Party Transactions Policy;
(ii)
to review with management disclosures contained in press releases and financial statement filings with the SEC; and
(iii)
to prepare any report or other disclosures, including any recommendation of the Audit Committee, required by the rules of the SEC to be included in the Company’s annual proxy statement.
Our independent auditors, KPMG LLP,have extensive, long-term knowledge of the Company and the banking industry.
|
|
|
MEMBERS
•
Robert A. Stine
•
Paul R. Burke
•
C. William Hosler
•
Roger H. Molvar
All members of the CNG Committee are independent.
A copy of our CNG Committee charter, last approved by the Board in February 2021, may be obtained on the Company’s website at
www.pacwestbancorp. com under the section titled Corporate Governance. |
| |
Compensation, Nominating
and Governance Committee |
| |
Meetings in 2020: 15
|
| ||||||
|
OVERVIEW
The CNG Committee’s objectives are:
(i)
to review, approve and make recommendations to the Board on matters concerning the compensation and benefits, including equity compensation, of the Company’s executive officers, directors and employees; and
(ii)
to ensure that the Company’s compensation programs are competitive and aligned with our stockholders’ long-term interests.
|
| ||||||||||||
|
KEY RESPONSIBILITIES
The responsibilities of the CNG Committee include, among other things:
•
reviewing and approving corporate goals and objectives relevant to the compensation of the CEO, evaluating the performance of the CEO in light of those goals and objectives and recommending to the Board for determination, the CEO’s compensation level;
•
determining the compensation of all other executive officers of the Company;
•
approving any new equity compensation plan or any material change to an existing plan where stockholder approval has not been obtained;
•
making recommendations to the Board with respect to the Company’s incentive compensation plans and equity-based plans and the Company’s 401(k) plan(s) or other employee benefit plans, including overseeing the activities of the individuals and committees responsible for administering these plans and discharging any responsibilities imposed on the Committee by any of these plans;
•
approving the annual performance measures, performance targets, performance weights, achievement levels and award opportunities under the Company’s Executive Incentive Plan;
|
| |
•
reviewing, at least annually, all components of CEO and executive officer compensation, including perquisites; and
•
with respect to equity based compensation, approving grants of equity based awards to eligible employees.
The CNG Committee assists the Board in promoting the best interests of the Company and its stockholders through the implementation of sound corporate governance principles and practices, which helps to frame our organization-wide risk management policies, including oversight of the Company’s Stock Ownership and Clawback Policy.
|
|
|
MEMBERS
•
John M. Eggemeyer, III
•
•
Paul R. Burke
•
Craig A. Carlson
•
C. William Hosler
•
Susan E. Lester
•
Robert A. Stine
•
Matthew P. Wagner
A copy of our Executive Committee charter, last approved by the Board in February 2021, may be obtained on the Company’s website at www.pacwestbancorp.com under the section titled Corporate Governance.
|
| |
Executive Committee
|
| |
Meetings in 2020: 0
|
| ||||||
|
OVERVIEW
The primary purpose of the Executive Committee is to meet when it is impractical for the full Board to meet and act on behalf of the Board, subject to such limitations as the Board, the Executive Committee charter and applicable law may impose.
In addition, the Executive Committee is a forum to review other significant matters, including strategic opportunities, not addressed by the other Board committees and to make appropriate recommendations to the Board.
|
| ||||||||||||
| | | | | | |||||||||
| | | | | | |||||||||
| | | | | | |||||||||
| | |
|
MEMBERS
•
Craig A. Carlson
•
Tanya M. Acker
•
Susan E. Lester
•
Roger H. Molvar
•
Daniel B. Platt
•
Matthew P. Wagner
A copy of our Risk Committee charter, last approved by the Board in February 2021, may be obtained on the Company’s website at
www.pacwestbancorp. com under the section titled Corporate Governance. |
| |
Risk Committee
|
| |
Meetings in 2020: 6
|
| ||||||
|
OVERVIEW
The Risk Committee approves and periodically reviews the Company’s risk management policies and oversees the implementation of the Company’s enterprise-wide risk management framework, including the strategies, policies, procedures, assessments and systems established and maintained by management to identify, assess, measure and manage the Company’s material risks.
|
| |
The Risk Committee assists the Board and its other committees that oversee specific risk-related issues and serves as a resource to management, including:
•
management’s Enterprise Risk Management Steering Committee by overseeing risk across the entire Company and by enhancing the Board’s understanding of the Company’s overall risk tolerance and enterprise-wide risk management activities and their effectiveness;
•
coordinating with the Audit Committee for review of the Company’s financial and operational risks, corporate-wide compliance and other areas of Audit Committee responsibility; and
•
coordinating with the CNG Committee for review of compensation-related risks.
|
| |||||||||
|
KEY RESPONSIBILITIES
The responsibilities of the Risk Committee include, among other things:
•
overseeing management’s implementation of a risk management framework that is commensurate with the Company’s structure, risk profile, complexity, activities and size, including the development and implementation of effective policies, processes and procedures designed to ensure that risks are properly controlled, quantified and within the Company’s risk appetite and associated risk tolerances;
•
at least annually, reviewing and recommending to the Board for approval the Company’s RAS;
•
on a quarterly basis, reviewing and approving the Company’s Risk Dashboard, including the limits and tolerance ranges within it; and
|
| |
•
receiving reports from management, including the Chief Risk Officer (“CRO”) (at least quarterly), the Chief Credit Officer (“CCO”) and the CFO and, if appropriate, other Board committees, regarding matters relating to risk management and/or the Company’s risk and compliance organization, including relevant emerging risks and other selected risk topics and/or risk issues.
The Company’s CRO, CCO and CFO report on a quarterly basis to the Risk Committee, or more frequently as needed, regarding areas within their supervision that pertain to the Company’s risk profile. The Risk Committee also receives reports from the Company’s external credit review consultants.
|
|
|
Board Practices
|
| |||
|
Board recruitment and refreshment, succession planning and diversity and inclusion efforts
Majority vote standard for the election of directors in uncontested elections
Independent lead director
Majority independent directors
All committees chaired by independent directors
Separate Chairman and CEO
Regular executive sessions of independent directors
Director continuing education program
|
| |
Risk oversight by the Board and committees
Annual Board and committee self-assessments and evaluations
Annual review of director skills and experience
Annual Board review of executive and senior management succession plans
All directors attended at least 75% of 2020 meetings
|
|
|
Stockholder Rights
|
|
|
Annual “say-on-pay” advisory vote
Annual election of directors
No stockholder rights plan (“poison pill”)
Active stockholder engagement program
|
|
|
Other Governance Best Practices
|
|
|
Anti-hedging and anti-pledging policy
Stock ownership guidelines for all directors and executive officers
Clawback provisions for executive incentive compensation
No change of control tax gross-up payments
Related-Party Transactions Policy
|
|
| | . Board Leadership Structure | | |
| |
•
Chairman of the Board: John M. Eggemeyer, III
|
| |
| |
•
CEO: Matthew P. Wagner
|
| |
| |
•
Lead Independent Director: C. William Hosler
|
| |
| |
•
All Committees chaired by independent directors
|
| |
|
WHAT WE DO
|
| |||
|
•
We provide employee wages that are competitive and consistent with employee positions, skill levels, experience, knowledge and geographic location
•
We engage nationally recognized outside compensation and benefits consulting firms to independently evaluate the effectiveness of our compensation and benefit programs and to provide benchmarking against our peers within the industry
•
Annual increases and incentive compensation are based on merit, which is communicated to employees at the time of hiring and documented through our talent management process as part of our annual review procedures and upon internal transfer and/or promotion
|
| |
•
All full-time employees are eligible for health insurance (medical, dental & vision), paid and unpaid leave, a 401k plan with Company matching and life and disability/accident coverage. We also offer a variety of voluntary benefits that allow employees to select the options that meet their personal and family needs, including health savings and flexible spending accounts, paid parental leave, public transportation reimbursement, employee assistance programs, personalized wellness programs and a tuition reimbursement program
|
|
|
•
We recognize that a diversity of background, experience and perspective adds value and depth to our teams and creates better business results
•
We have a Senior Vice President of Diversity and Inclusion
•
We have a Diversity and Inclusion Advisory Council made up of 21 employee representatives from throughout the Company to advance our diversity and inclusion initiatives
•
We build teams and grow talent that reflect the diversity of the clients and communities we serve
•
We are committed to creating a culture of inclusion — where differences are both appreciated and respected
•
We take pride in providing equal employment opportunities and building a workplace culture where all employees feel supported and respected and have equal access to career and development opportunities without regard to race, religion/creed, color, national origin, age, marital status, ancestry, sex, gender (including pregnancy, childbirth, breastfeeding or related medical conditions), gender identity/expression, sexual orientation, veteran status, physical or mental disability, medical condition, military status or any other characteristic protected by federal, state or local laws
|
| | |
•
We actively support and partner with professional organizations that focus on increasing diversity within these sectors
•
We have a vendor sourcing initiative to provide visibility and access to certified diverse suppliers
•
We have a diverse workforce:
|
|
| |
|
| |
Explore our 2020 Social Responsibility Highlights to learn more about our tangible commitment to community reinvestment, diversity and inclusion, sustainability and corporate governance, at https://www.pacwest.com/about-us/social-responsibility.
|
| |
| |
|
| |
PacWest Bancorp
Attention: Corporate Secretary 9701 Wilshire Boulevard Suite 700 Beverly Hills, California 90212 |
|
|
Position
|
| |
Stock Ownership Guideline
|
| |
Compliance Period
|
|
| Non-employee directors | | | 5x annual cash retainer | | | 5 years from the later date of May 16, 2016 or joining the Board | |
|
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock Awards(1)
($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||
| John M. Eggemeyer, III, Chairman | | | |
|
172,000
|
| | | |
|
113,987
|
| | | |
|
8,660(2)
|
| | | |
|
294,647
|
| |
| Tanya M. Acker | | | |
|
86,000
|
| | | |
|
56,985
|
| | | |
|
―
|
| | | |
|
142,985
|
| |
| Paul R. Burke | | | |
|
126,000
|
| | | |
|
56,985
|
| | | |
|
―
|
| | | |
|
182,985
|
| |
| Craig A. Carlson | | | |
|
126,000
|
| | | |
|
56,985
|
| | | |
|
―
|
| | | |
|
182,985
|
| |
| C. William Hosler | | | |
|
126,000
|
| | | |
|
56,985
|
| | | |
|
―
|
| | | |
|
182,985
|
| |
| Susan E. Lester | | | |
|
126,000
|
| | | |
|
56,985
|
| | | |
|
―
|
| | | |
|
182,985
|
| |
| Arnold W. Messer | | | |
|
86,000
|
| | | |
|
56,985
|
| | | |
|
―
|
| | | |
|
142,985
|
| |
| Roger H. Molvar | | | |
|
86,000
|
| | | |
|
56,985
|
| | | |
|
―
|
| | | |
|
142,985
|
| |
| James J. Pieczynski(3) | | | |
|
―
|
| | | |
|
―
|
| | | |
|
―
|
| | | |
|
―
|
| |
| Daniel B. Platt | | | |
|
86,000
|
| | | |
|
56,985
|
| | | |
|
―
|
| | | |
|
142,985
|
| |
| Robert A. Stine | | | |
|
126,000
|
| | | |
|
56,985
|
| | | |
|
―
|
| | | |
|
182,985
|
| |
| Matthew P. Wagner(3) | | | |
|
―
|
| | | |
|
―
|
| | | |
|
―
|
| | | |
|
―
|
| |
| Mark T. Yung(3) | | | |
|
―
|
| | | |
|
―
|
| | | |
|
―
|
| | | |
|
―
|
| |
| |
|
| |
The PacWest Board of Directors recommends a vote FOR approval of the compensation paid to the Company’s NEOs as disclosed in this Proxy Statement pursuant to the disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
|
| |
|
Name
|
| |
Age
|
| |
Position
|
| |
Year
Assumed Current Position |
| |
Year Hired by
the Company(1) |
|
| William J. Black Jr. | | |
45
|
| | Executive Vice President, Strategy and Corporate Development of the Company and Pacific Western Bank | | |
2020
|
| |
2020
|
|
|
Christopher D. Blake
|
| |
61
|
| | Executive Vice President, President and Chief Executive Officer, Community Banking Group of the Company and Pacific Western Bank | | |
2018
|
| |
1994
|
|
| Rebecca H. Cordes | | |
65
|
| | Executive Vice President, Human Resources of the Company and Pacific Western Bank | | |
2018
|
| |
2018
|
|
| Bryan M. Corsini | | |
59
|
| | Executive Vice President and Chief Credit Officer of the Company and Executive Vice President of Pacific Western Bank | | |
2014
|
| |
2000
|
|
| Stanley R. Ivie | | |
61
|
| | Executive Vice President, Chief Risk Officer of the Company and Pacific Western Bank | | |
2016
|
| |
2016
|
|
| Bart R. Olson | | |
53
|
| | Executive Vice President, Chief Financial Officer of the Company and Pacific Western Bank | | |
2021
|
| |
2017
|
|
| James J. Pieczynski(2) | | |
58
|
| | Executive Vice President, Vice Chairman and Director of the Company and Pacific Western Bank | | |
2018
|
| |
2001
|
|
| Monica L. Sparks | | |
41
|
| | Executive Vice President, Chief Accounting Officer of the Company and Pacific Western Bank | | |
2020
|
| |
2020
|
|
|
Matthew P. Wagner
|
| |
64
|
| |
President and Chief Executive Officer and Director of the Company and Pacific Western Bank
|
| |
2000
|
| |
2000
|
|
| Mark T. Yung(2) | | |
47
|
| | Executive Vice President, Chief Operating Officer and Director of the Company and Pacific Western Bank | | |
2019
|
| |
2019
|
|
|
William J. Black Jr.
|
| |
Age 45
|
|
|
Executive Vice President, Strategy and Corporate Development of the Company and Pacific Western Bank
|
| |||
|
BACKGROUND
Mr. Black is Executive Vice President, Strategy and Corporate Development of the Company and Pacific Western Bank. From August 2008 until June 2020, Mr. Black was the founder and Managing Partner and Portfolio Manager at Consector Capital LP, a financial services hedge fund. Prior to founding Consector Capital LP, Mr. Black was Vice President with Castle Creek Capital LLC and a Managing Director at Second Curve Capital LLC. Earlier in his career, he worked in the equity research departments at Salomon Smith Barney and Putnam Lovell Securities, Inc. Between March 2016 and May 2020, Mr. Black served on the board of CalWest Bank and CalWest Bancorp where he served on the ALCO and Compensation Committees. Since 2015, Mr. Black has served as an Executive Board Member and Secretary for Watchung Hills Pop Warner, a youth organization that promotes football and cheer athletes through sports, competition, teamwork and community. Mr. Black graduated Phi Beta Kappa from The Johns Hopkins University with a B.A. in Economics and is a chartered financial analyst.
|
|
|
Christopher D. Blake
|
| |
Age 61
|
|
|
Executive Vice President, President and Chief Executive Officer of the Community Banking Group of the Company and Pacific Western Bank
|
| |||
|
BACKGROUND
Mr. Blake is Executive Vice President, President and Chief Executive Officer of the Community Banking group of the Company and Pacific Western Bank. Mr. Blake served as Executive Vice President, Human Resources of the Company and Pacific Western Bank from April 2014 to November 2018. Mr. Blake has served on the board of directors for California Domestic Water Company, a wholesale water distribution company since November 18, 2016 and its wholly owned subsidiary Cadway, Inc. where he serves as a member of the Human Resources, Asset Management and Audit Committees. Mr. Blake was President of the Eastern Region of Pacific Western Bank when Pacific Western National Bank was acquired by the Company on January 31, 2002 and Mr. Blake served in that position until April 2014. Mr. Blake joined Pacific Western National Bank in October 1994 and served as chief credit officer until being appointed chief operating officer in December 1999.
|
|
|
Rebecca H. Cordes
|
| |
Age 65
|
|
|
Executive Vice President, Human Resources of the Company and Pacific Western Bank
|
| |||
|
BACKGROUND
Ms. Cordes has served as Executive Vice President, Human Resources of the Company and Pacific Western Bank since December 2018. Ms. Cordes held various positions at First Western Financial, Inc. including, EVP, Director of Support Services, Director of Human Capital and Senior Operations Officer for First Western Capital Management, a registered investment advisory firm from 2008 to 2018. Prior to 2008, Ms. Cordes held various positions at US Bank over a 25 year period, including SVP/Senior Managing Director Private Client Group, SVP Regional Small Business Lending Manager, District Operations Sales and Services Manager, VP Human Resources and VP Director of Internal Audit. Ms. Cordes served on the Denver Metro Chamber Leadership Foundation Board of Directors from 2003 to 2012, including as the Board Chair from 2010 to 2011. Ms. Cordes served on the Rocky Mountain Junior Achievement board of directors where she served on the finance committee and executive committee from 2004 to 2016. Ms. Cordes was appointed in 2014 to the Colorado Commission on Affordable Health Care for a three year term by Governor John Hickenlooper.
|
|
|
Bryan M. Corsini
|
| |
Age 59
|
|
|
Executive Vice President, Chief Credit Officer of the Company and Executive Vice President of Pacific Western Bank
|
| |||
|
BACKGROUND
Mr. Corsini is Executive Vice President and Chief Credit Officer of the Company and Executive Vice President of Pacific Western Bank. From May 2016 to October 2019, Mr. Corsini served as a Director of Pacific Western Bank. Mr. Corsini served as the Executive Vice President and Chief Administrative Officer of CapitalSource Bank from October 2011 to April 2014. Mr. Corsini previously served as President, Credit Administration of CapitalSource Bank from July 2008 to October 2011 and as Chief Credit Officer from CapitalSource Inc.’s inception in 2000 until July 2008. Mr. Corsini was an Executive Vice President with Fleet Capital Corporation, a commercial finance company from 1986 to 2000.
|
|
|
Stan R. Ivie
|
| |
Age 61
|
|
|
Executive Vice President, Chief Risk Officer of the Company and Pacific Western Bank
|
| |||
|
BACKGROUND
Mr. Ivie is Executive Vice President, Chief Risk Officer of the Company and Pacific Western Bank. Mr. Ivie serves on the board of directors of the Western Bankers Association where he serves as vice chair at large on the Executive Committee, as a member of the Federal Government Relations Committee and he is on the board of directors of the Pacific Bankers Management Institute for Pacific Coast Banking School. Mr. Ivie served as the regional director for the Federal Deposit Insurance Corporation’s (“FDIC”) San Francisco Region from April 2007 to March 2016. Prior to serving as the regional director for the FDIC’s San Francisco Region, Mr. Ivie served as regional director for the FDIC’s Dallas Region. Prior to serving as regional director in the FDIC’s Dallas and San Francisco Regions, Mr. Ivie served as the deputy director for the Division of Resolutions and Receiverships (“Division”) where he directed field operations nationwide for the Division. Mr. Ivie also served in an interim capacity as director of the Office of Public Affairs in Washington, D.C. Mr. Ivie previously served in various capacities in Washington, D.C., including assistant director and senior congressional liaison for the Division.
|
|
|
Bart R. Olson
|
| |
Age 53
|
|
|
Executive Vice President, Chief Financial Officer of the Company and Pacific Western Bank
|
| |||
|
BACKGROUND
Mr. Olson is Executive Vice President, Chief Financial Officer of the Company and Pacific Western Bank. From August 2020 to December 2020, Mr. Olson was Executive Vice President, Deputy Chief Financial Officer of the Company and the Bank. From February 2017 to August 2020, Mr. Olson was Executive Vice President, Chief Accounting Officer of the Company and Pacific Western Bank. Prior to joining the Company, Mr. Olson was a Managing Director at Credit Suisse Group where he was the Global Head of Liquidity Measurement and Reporting from March 2014 to February 2017 and served as the Deputy Controller Americas Region from May 2013 to March 2014. Prior to Credit Suisse, Mr. Olson spent twenty three years in public accounting, including fifteen years with KPMG LLP from 1998 to 2013, nine of which were as an audit partner. Mr. Olson is a Certified Public Accountant in California and member of the American Institute of Certified Public Accountants.
|
|
|
James J. Pieczynski
|
| |
Age 58
|
|
|
Executive Vice President, Vice Chairman and Director of the Company and Pacific Western Bank
|
| |||
|
BACKGROUND
Mr. Pieczynski is Executive Vice President, Vice Chairman of the Company and Pacific Western Bank since June 2018. Mr. Pieczynksi is a director of the Company and the Bank since 2014, where he served on several committees. Mr. Pieczynski was Executive Vice President of the Company and President of the CapitalSource Division of Pacific Western Bank from April 2014 to June 2018. Mr. Pieczynski served as a director of CapitalSource Inc. from January 2010 to April 2014 and as chief executive officer of CapitalSource Inc. from January 2012 to April 2014. Mr. Pieczynski also served as president of CapitalSource Bank from January 2012 to April 2014 and he was a member of the board of directors of CapitalSource Bank from January 2013 to April 2014. Mr. Pieczynski also serves on the board of directors, chairs the Nominating and Corporate Governance Committee and is a member of the Audit and Compensation Committees of LTC Properties, Inc., a self-administered real estate investment trust. Mr. Pieczynski also serves as a director for the Conejo Teen Organization, Inc. and Sherwood Cares, both of which are nonprofit organizations.
|
|
|
Monica L. Sparks
|
| |
Age 41
|
|
|
Executive Vice President, Chief Accounting Officer of the Company and Pacific Western Bank
|
| |||
|
BACKGROUND
Ms. Sparks is Executive Vice President, Chief Accounting Officer of the Company and Pacific Western Bank. Between October 2018 to August 2020, Ms. Sparks was Senior Vice President, Chief Accounting Officer of American Business Bank. Previously, Ms. Sparks was Senior Vice President, Chief Accounting Officer of Hope Bancorp from December 2017 to September 2018. Ms. Sparks also was Senior Vice President, Controller of California United Bank from February 2014 to December 2017. Ms. Sparks also held various senior accounting roles with KPMG LLP between 2001 and 2014. Ms. Sparks graduated from the University of California, Los Angeles and is a Certified Public Accountant in California.
|
|
|
Matthew P. Wagner
|
| |
Age 64
|
|
|
President, Chief Executive Officer and Director of the Company and Pacific Western Bank, and Chairman of the Board of Pacific Western Bank
|
| |||
|
BACKGROUND
Mr. Wagner is a Director of PacWest Bancorp and Chairman of the Board of Pacific Western Bank and is a member of each of their respective ALM, Risk and Executive Committees. Since 2000, Mr. Wagner has been the President and CEO of PacWest Bancorp and Pacific Western Bank.
|
|
|
Mark T. Yung
|
| |
Age 47
|
|
|
Executive Vice President, Chief Operating Officer of the Company and Pacific Western Bank
|
| |||
|
BACKGROUND
Mr. Yung is Executive Vice President, Chief Operating Officer of the Company and Pacific Western Bank. Mr. Yung is a director of the Company and the Bank since May 2017, where he served on several committees. Since April 2019, Mr. Yung has served as director of Presbia PLC, an ophthalmic device company. Mr. Yung is executive chairman of the board of directors of Environmental Solutions Worldwide, Inc., a clean technology company focused on the reduction of diesel emissions. Prior to joining the Company, Mr. Yung was co-founder and managing principal of OCV Management, LLC, an investor, owner and operator of technology and life science companies based in Los Angeles. Mr. Yung served as managing director of Orchard Capital Corp. (“Orchard Capital”) a firm he joined in 2006. Mr. Yung served in various senior capacities including, among others, as chairman and chief executive officer of Presbia PLC, chief financial officer and director of Polymer Plainfield Holdings, Inc., an OEM automotive supplier with operations in the United States, Canada, Mexico and the Caribbean, chairman of the board of Vantage Surgical Systems, Inc., director of Red Carpet Cinema Corporation and as a director and/or officer of Coreolis Holdings and Tradewinds Holdings. Prior to joining Orchard Capital, Mr. Yung served as a senior vice president in the Corporate Strategy and Merger and Acquisitions groups of Citigroup in New York and ABN AMRO in Amsterdam, Netherlands. Prior to his corporate strategy roles, Mr. Yung served as an investment professional at JPMorgan Partners (“JPMP”). At JPMP, Mr. Yung focused on venture capital, growth equity and buyout transactions in Latin America and served as a board member for various emerging companies in the region. Mr. Yung began his career in 1996 at Chase Securities, Inc., focusing on leveraged finance for cross border buyouts and privatizations.
|
|
|
Name
|
| |
Title
|
|
| Matthew P. Wagner | | | President and Chief Executive Officer of the Company and Pacific Western Bank | |
| Patrick J. Rusnak(1) | | | Executive Vice President, Chief Financial Officer of the Company and Pacific Western Bank | |
| William J. Black Jr.(2) | | | Executive Vice President, Strategy and Corporate Development of the Company and Pacific Western Bank | |
| Christopher D. Blake | | |
Executive Vice President, President and Chief Executive Officer, Community Banking Group of the Company and Pacific Western Bank
|
|
| Mark T. Yung | | | Executive Vice President, Chief Operating Officer of the Company and Pacific Western Bank | |
|
| | | | | | | |||
|
What We Do
|
| | |
What We Do Not Do
|
| |||
|
Pay for performance―heavy emphasis on variable and “at risk” compensation
Long-term incentive awards are equity-based
Strong link between pay philosophy and strategic objectives
Compensation program balances short- and long-term objectives
Independent compensation consultant
Maximum payout caps for incentive compensation
Clawback policy for executive officer incentive compensation
|
| |
Double-trigger equity award provisions in the event of a change in control
Payments of certain long-term incentive equity awards are deferred through vesting requirements
Rigorous stock ownership guidelines for executive officers and independent directors
Annual “say-on-pay” advisory vote
CNG Committee composed solely of independent directors
Anti-hedging and anti-pledging policy
|
| | |
No excessive risk-taking behavior encouraged
Other than the CEO succession arrangement with Mr. Wagner, no employment agreements or contracts
No change of control tax gross-up payments
No uncapped bonuses
No bonus payouts if performance goals are not met
No SERPs or deferred compensation arrangements
|
|
|
Element
|
| |
2020 Compensation Decisions
|
|
| Base Salary | | | Except for Mr. Blake, none of the NEOs received base salary increases in 2020. | |
| EIC Plan | | | Financial performance in 2020 resulted in annual cash incentive payouts of 30.9% of target award opportunities. | |
| LTI Plan | | | The NEOs (other than Messrs. Black and Yung) received equity compensation for the 2018 Performance Period (January 1, 2018-December 31, 2020) granted in the form of 50% PRSUs. Consistent with the terms of the LTI Plan, the NEOs earned 29% of their targeted PRSUs for the 2018 Performance Period. | |
|
|
Peer Group
|
| |||
|
•
Bank OZK
|
| |
•
Signature Bank
|
|
|
•
BankUnited, Inc.
|
| |
•
Simmons First National Corporation
|
|
|
•
BOK Financial Corporation
|
| |
•
Sterling Bancorp
|
|
|
•
Commerce Bancshares, Inc.
|
| |
•
UMB Financial Corporation
|
|
|
•
Cullen/Frost Bankers, Inc.
|
| |
•
Umpqua Holdings Corporation
|
|
|
•
East West Bancorp, Inc.
|
| |
•
Valley National Bancorp
|
|
|
•
Hancock Whitney Corporation
|
| |
•
Webster Financial Corporation
|
|
|
•
Home BancShares, Inc.
|
| |
•
Western Alliance Bancorporation
|
|
|
•
Pinnacle Financial Partners, Inc.
|
| |
•
Wintrust Financial Corporation
|
|
|
•
Prosperity Bancshares, Inc.
|
| | | |
|
|
NEO
|
| |
2019 Base Pay(1)
($) |
| |
2020 Base Pay(1)
($) |
| |
% Change
|
| |||||||||
| Matthew P. Wagner | | | |
|
1,000,000
|
| | | |
|
1,000,000
|
| | | |
|
0%
|
| |
| Patrick J. Rusnak | | | |
|
600,000
|
| | | |
|
600,000
|
| | | |
|
0%
|
| |
|
William J. Black Jr.(2)
|
| | | | — | | | | | | 800,000 | | | | | | — | | |
| Christopher D. Blake | | | |
|
525,000
|
| | | |
|
575,000
|
| | | |
|
~10%
|
| |
| Mark T. Yung | | | |
|
800,000
|
| | | |
|
800,000
|
| | | |
|
0%
|
| |
| | | |
Annual Incentive Opportunity, as a Percentage of Base Salary
|
| |||||||||||||||||||||
|
NEO
|
| |
Below
Threshold |
| |
Threshold
Award |
| |
Target Award
|
| |
Maximum
Award |
| ||||||||||||
| CEO | | | |
|
0%
|
| | | |
|
75%
|
| | | |
|
150%
|
| | | |
|
225%
|
| |
| COO | | | |
|
0%
|
| | | |
|
62.5%
|
| | | |
|
125%
|
| | | |
|
187.5%
|
| |
| Other NEOs (excluding the COO) | | | |
|
0%
|
| | | |
|
50%
|
| | | |
|
100%
|
| | | |
|
150%
|
| |
| | | |
Cash Incentive Opportunity Based Upon
|
| |
Actual Cash Incentive Paid
Based on 2020 Performance ($) |
| ||||||
|
NEO
|
| |
Target
($) |
| |||||||||
| Matthew P. Wagner | | | |
|
1,500,000
|
| | | |
|
463,500
|
| |
| Patrick J. Rusnak | | | |
|
600,000
|
| | | |
|
185,400
|
| |
| William J. Black Jr. | | | |
|
800,000
|
| | | |
|
124,275
|
| |
| Christopher D. Blake | | | |
|
575,000
|
| | | |
|
177,675
|
| |
| Mark T. Yung | | | |
|
1,000,000
|
| | | |
|
309,000
|
| |
|
NEO
|
| |
Target Opportunity
(as a Percentage of Base Salary) |
| |
Date of Grant
|
| |
Target
PRSUs(1) (#) |
| |
TRSAs(2)
(#) |
| |
Total Target
Equity Grant (#) |
| |||||||||||||||
| Matthew P. Wagner | | | |
|
300%
|
| | | |
|
2/12/2020
|
| | | |
|
41,900
|
| | | |
|
41,581
|
| | | |
|
83,481
|
| |
| Patrick J. Rusnak | | | |
|
200%
|
| | | |
|
2/12/2020
|
| | | |
|
16,760
|
| | | |
|
16,632
|
| | | |
|
33,392
|
| |
| William J. Black Jr.(3) | | | |
|
N/A
|
| | | |
|
8/12/2020
|
| | | |
|
N/A
|
| | | |
|
110,550
|
| | | |
|
110,550
|
| |
| Christopher D. Blake | | | |
|
150%
|
| | | |
|
2/12/2020
|
| | | |
|
10,999
|
| | | |
|
10,915
|
| | | |
|
21,914
|
| |
| Mark T. Yung | | | |
|
200%
|
| | | |
|
2/12/2020
|
| | | |
|
22,346
|
| | | |
|
22,176
|
| | | |
|
44,522
|
| |
|
ROAA
Performance Level |
| |
Achievement of Performance Metrics
|
| |
Percentage of Target PRSUs Earned(1)
|
| |||
| Maximum | | |
120% of target
|
| | |
|
150%
|
| |
| Target | | |
100% of target
|
| | |
|
100%
|
| |
| Threshold | | |
80% of target
|
| | |
|
50%
|
| |
| Below Threshold | | |
<80% of target
|
| | |
|
0%
|
| |
|
Cumulative EPS
Performance Level |
| |
Achievement of Performance Metrics
|
| |
Percentage of Target PRSUs Earned(1)
|
| |||
| Maximum | | |
108% of target
|
| | |
|
150%
|
| |
| Target | | |
100% of target
|
| | |
|
100%
|
| |
| Threshold | | |
92.4% of target
|
| | |
|
50%
|
| |
| Below Threshold | | |
<92.4% of target
|
| | |
|
0%
|
| |
|
Relative TSR(2)
Performance Level |
| |
Achievement of Performance Metrics,
as Percentile of KRX Index TSR |
| |
Percentage of Target PRSUs Earned(1)
|
| |||
| Maximum | | |
90th percentile
|
| | |
|
200%
|
| |
| Target | | |
50th percentile
|
| | |
|
100%
|
| |
| Threshold | | |
30th percentile
|
| | |
|
50%
|
| |
| Below Threshold | | |
below 30th percentile
|
| | |
|
0%
|
| |
|
Compensation
Program Best Practices |
| |
Description
|
|
|
We can clawback incentive compensation
|
| |
If we restate our financial statements, or a financial statement or the calculation of a performance goal or metric is materially inaccurate, the CNG Committee, in its sole discretion, may require recoupment from our executive officers, including our NEOs, of the portion of any annual or long-term cash or equity-based incentive or bonus compensation paid, provided, or awarded to any executive officer on or after December 11, 2014 that represents the excess over what would have been paid if such event had not occurred.
|
|
|
We expect minimum levels of stock ownership by our executive officers
|
| |
Our executive Stock Ownership Policy expects the CEO and our executive officers to accumulate a meaningful position in Company shares as noted below.
|
|
|
Position
|
| |
Minimum Stock Ownership Guidelines
|
| |
Compliance Period
|
| |||
|
CEO
|
| |
5x base salary
|
| |
5 years from the later date of December 11, 2014 or the date of becoming subject to the guidelines
|
| |||
| Other executive officers | | |
3x base salary
|
|
| | | |
An executive officer is expected to achieve the stock ownership necessary to meet the guidelines within five years of the later of December 11, 2014 or the date of becoming subject to the guidelines. As of the Record Date, the CEO and four other executive officers satisfied these guidelines. Five executive officers have not yet satisfied these guidelines but are expected to be in compliance with the Stock Ownership Policy by his or her applicable compliance date. We believe that the Stock Ownership Policy ensures appropriate levels of common stock ownership by our executive officers and aligns their interests with our stockholders.
Stock ownership is determined from the totals on Table 1 of Form 4 Statement of Changes in Beneficial Ownership of Securities as filed by the Company with the SEC on behalf of the Company’s executive officers. Unvested TRSAs and outstanding stock options and stock appreciation rights (whether or not vested) are not included in the total number of shares to determine stock ownership under the Stock Ownership Policy. The value of an executive officer’s shares of common stock is determined by multiplying his or her total number of shares by the highest Company share price in the preceding 52-week period. The Stock Ownership Policy may be waived in the discretion of the CNG Committee based upon bona fide personal financial need or hardship, other special circumstances, or if compliance would prevent an executive officer from complying with law, regulation or a court order. The CNG Committee may also extend an executive officer’s applicable compliance date in connection with a promotion or base salary increase. Compliance with the Stock Ownership Policy is monitored annually by the CNG Committee.
|
|
|
Compensation
Program Best Practices |
| |
Description
|
|
|
We prohibit excise tax gross-up payments
|
| |
Our Executive Severance Pay Plan (“Severance Pay Plan”) prohibits excise tax gross-up payments (except with respect to the succession arrangement in connection with Mr. Wagner’s use of an aircraft described above). Specifically, payments made in connection with the Severance Pay Plan, as amended, will be cut back to amounts that do not exceed the safe harbor provisions of Section 280G of the Internal Revenue Code (“Code”).
|
|
|
We have double-trigger change of control provisions for our equity awards
|
| |
In the event of a change of control, equity awards will vest if within two years after the change in control, the recipient of the award is terminated from employment without cause or terminates employment for good reason (i.e., if his or her job duties have been significantly diminished) (“double-trigger” vesting).
|
|
|
We do not have employment contracts
|
| |
Other than the CEO succession arrangement with Mr. Wagner, our executive officers do not have employment contracts and are “at-will” employees who may resign at their discretion or be terminated at our discretion, subject to compliance with the Severance Pay Plan, if applicable. We believe this provides greater flexibility in our employment arrangements with our executive officers.
|
|
|
We have an anti-hedging policy
|
| |
The Company’s Insider Trading Policy prohibits all directors, executive officers and certain other employees (an “Insider”) from purchasing financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds designed to hedge or offset any decrease in the market value of the Company’s shares. We believe that these instruments result in the Insider no longer being exposed to the full risks of ownership.
|
|
|
We do not have SERPs or deferred compensation arrangements
|
| |
We have chosen not to provide our executive officers with retirement benefits such as supplemental executive retirement plans or deferred compensation arrangements.
|
|
|
401(k) Plan
|
| |
Our 401(k) Plan allows executives and other participants to defer a portion of their compensation and, in 2020, the Company provided participants a match of 50% of contributions up to 6% of their base salaries, subject to IRS limitations. We currently have no tax-deferred compensation plans for our executive officers other than our 401(k) Plan.
|
|
|
Other Benefits
|
| |
Our compensation process focuses our executive officers on goals and objectives that are in the best interests of the Company and stockholders. Other than certain perquisites to our executive officers such as an automobile allowance or use of a company vehicle, reimbursement of relocation expenses, reimbursement of club dues for clubs that are used frequently for business purposes and life, disability and long-term care insurance, the Company does not provide any other compensation benefits. In 2020, the Company provided limited use of an aircraft to Mr. Wagner for personal reasons. This service was afforded to Mr. Wagner to reduce travel time and related disruptions and to provide additional security to Mr. Wagner, thereby increasing his availability, efficiency and productivity. Income related to this benefit is imputed to Mr. Wagner for income tax purposes and he is not provided a tax reimbursement (except in connection with his succession arrangement described above).
|
|
|
Tangible Book Value
Per Share |
| |
December 31,
|
| |||||||||||||||||||||||||||
|
2020
|
| |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| ||||||||||||||||||
|
(dollars in thousands, except per share data)
|
| ||||||||||||||||||||||||||||||
| Stockholders’ equity | | | |
$
|
3,594,951
|
| | | |
$
|
4,954,697
|
| | | |
$
|
4,825,588
|
| | | |
$
|
4,977,598
|
| | | |
$
|
4,479,055
|
| |
| Less: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Intangible assets
|
| | |
|
1,102,311
|
| | | |
|
2,587,064
|
| | | |
|
2,605,790
|
| | | |
|
2,628,296
|
| | | |
|
2,210,315
|
| |
| Tangible common equity | | | |
$
|
2,492,640
|
| | | |
$
|
2,367,633
|
| | | |
$
|
2,219,798
|
| | | |
$
|
2,349,302
|
| | | |
$
|
2,268,740
|
| |
| Book value per share | | | |
$
|
30.36
|
| | | |
$
|
41.36
|
| | | |
$
|
39,17
|
| | | |
$
|
38.65
|
| | | |
$
|
36.93
|
| |
| Tangible book value per share(1) | | | |
$
|
21.05
|
| | | |
$
|
19.77
|
| | | |
$
|
18.02
|
| | | |
$
|
18.24
|
| | | |
$
|
18.71
|
| |
| Shares outstanding | | | |
|
118,414,853
|
| | | |
|
119,781,605
|
| | | |
|
123,189,833
|
| | | |
|
128,782,878
|
| | | |
|
121,283,669
|
| |
|
Return on Average Tangible Equity
|
| |
Year Ended December 31,
|
| |||||||||||||||||||||||||||
|
2020
|
| |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| ||||||||||||||||||
|
(dollars in thousands)
|
| ||||||||||||||||||||||||||||||
| Net earnings (loss) | | | |
$
|
(1,237,574)
|
| | | |
$
|
468,636
|
| | | |
$
|
465,339
|
| | | |
$
|
357,818
|
| | | |
$
|
352,166
|
| |
| Add: Intangible asset amortization | | | |
|
14,753
|
| | | |
|
18,726
|
| | | |
|
22,506
|
| | | |
|
14,240
|
| | | |
|
16,517
|
| |
|
Goodwill impairment
|
| | |
|
1,470,000
|
| | | |
|
0
|
| | | |
|
0
|
| | | |
|
0
|
| | | |
|
0
|
| |
|
Adjusted net earnings used for return on average tangible equity
|
| | |
$
|
247,179
|
| | | |
$
|
487,362
|
| | | |
$
|
487,845
|
| | | |
$
|
372,053
|
| | | |
$
|
368,683
|
| |
| Average stockholders’ equity | | | |
$
|
3,857,610
|
| | | |
$
|
4,864,332
|
| | | |
$
|
4,809,667
|
| | | |
$
|
4,641,495
|
| | | |
$
|
4,488,862
|
| |
| Less: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Average intangible assets
|
| | |
|
1,470,989
|
| | | |
|
2,596,389
|
| | | |
|
2,616,820
|
| | | |
|
2,279,010
|
| | | |
|
2,219,756
|
| |
| Average tangible common equity | | | |
$
|
2,386,621
|
| | | |
$
|
2,267,943
|
| | | |
$
|
2,192,847
|
| | | |
$
|
2,362,485
|
| | | |
$
|
2,269,106
|
| |
| Return on average equity(1) | | | |
|
(32.08)%
|
| | | |
|
9.63%
|
| | | |
|
9.68%
|
| | | |
|
7.71%
|
| | | |
|
7.85%
|
| |
| Return on average tangible equity(2) | | | |
|
10.36%
|
| | | |
|
21.49%
|
| | | |
|
22.25%
|
| | | |
|
15.75%
|
| | | |
|
16.25%
|
| |
|
Name and Principal
Position |
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards(1) ($) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Change in
Pension Value and Non-Statutory Deferred Compensation Earnings ($) |
| |
All Other
Compensation(2) ($) |
| |
Total
($) |
| |||||||||||||||||||||||||||
|
Matthew P. Wagner
President and CEO of the Company and Pacific Western Bank |
| | |
|
2020
|
| | | |
|
1,000,000
|
| | | |
|
—
|
| | | |
|
3,038,990
|
| | | |
|
—
|
| | | |
|
463,500
|
| | | |
|
—
|
| | | |
|
450,226
|
| | | |
|
4,952,716
|
| |
| |
|
2019
|
| | | |
|
1,000,000
|
| | | |
|
—
|
| | | |
|
3,073,937
|
| | | |
|
—
|
| | | |
|
2,334,052
|
| | | |
|
—
|
| | | |
|
653,118
|
| | | |
|
7,061,107
|
| | |||
| |
|
2018
|
| | | |
|
1,000,000
|
| | | |
|
—
|
| | | |
|
2,950,097
|
| | | |
|
—
|
| | | |
|
1,121,250
|
| | | |
|
—
|
| | | |
|
1,167,213
|
| | | |
|
6,238,560
|
| | |||
|
Patrick J. Rusnak
Executive Vice President, CFO of the Company and Pacific Western Bank |
| | |
|
2020
|
| | | |
|
600,000
|
| | | |
|
—
|
| | | |
|
1,215,581
|
| | | |
|
—
|
| | | |
|
185,400
|
| | | |
|
—
|
| | | |
|
197,907
|
| | | |
|
2,198,888
|
| |
| |
|
2019
|
| | | |
|
600,000
|
| | | |
|
—
|
| | | |
|
1,229,551
|
| | | |
|
—
|
| | | |
|
933,621
|
| | | |
|
—
|
| | | |
|
271,619
|
| | | |
|
3,034,791
|
| | |||
| |
|
2018
|
| | | |
|
600,000
|
| | | |
|
—
|
| | | |
|
1,200,019
|
| | | |
|
—
|
| | | |
|
448,500
|
| | | |
|
—
|
| | | |
|
183,863
|
| | | |
|
2,432,382
|
| | |||
|
William J. Black Jr(3)
Executive Vice President, Strategy and Corporate Development of the Company and Pacific Western Bank |
| | |
|
2020
|
| | | |
|
366,667
|
| | | |
|
—
|
| | | |
|
2,265,170
|
| | | |
|
—
|
| | | |
|
124,275
|
| | | |
|
—
|
| | | |
|
75,896
|
| | | |
|
2,832,008
|
| |
|
Christopher D. Blake
Executive Vice President, President and Chief Executive Officer of the Community Banking Group of the Company and Pacific Western Bank |
| | |
|
2020
|
| | | |
|
554,167
|
| | | |
|
—
|
| | | |
|
797,743
|
| | | |
|
—
|
| | | |
|
185,520
|
| | | |
|
—
|
| | | |
|
132,375
|
| | | |
|
1,669,805
|
| |
| |
|
2019
|
| | | |
|
525,000
|
| | | |
|
—
|
| | | |
|
806,894
|
| | | |
|
—
|
| | | |
|
825,315
|
| | | |
|
—
|
| | | |
|
179,337
|
| | | |
|
2,336,546
|
| | |||
| |
|
2018
|
| | | |
|
432,292
|
| | | |
|
—
|
| | | |
|
637,437
|
| | | |
|
—
|
| | | |
|
393,997
|
| | | |
|
—
|
| | | |
|
139,899
|
| | | |
|
1,603,625
|
| | |||
|
Mark T. Yung(4)
Executive Vice President, COO of the Company and Pacific Western Bank |
| | |
|
2020
|
| | | |
|
800,000
|
| | | |
|
—
|
| | | |
|
1,620,751
|
| | | |
|
—
|
| | | |
|
309,000
|
| | | |
|
—
|
| | | |
|
142,620
|
| | | |
|
2,872,371
|
| |
| |
|
2019
|
| | | |
|
472,820
|
| | | |
|
1,000,000
|
| | | |
|
2,056,037
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
114,336
|
| | | |
|
3,643,193
|
| |
|
Named
Executive Officer |
| |
Year
|
| |
Dividends
on Vested PRSUs and Unvested TRSAs ($) |
| |
Travel
Expense ($) |
| |
Relocation
Expense(1) ($) |
| |
Company
Matching Contributions to 401(k) Plan ($) |
| |
Club
Dues ($) |
| |
Life, Medical,
Long-Term Care and Disability Insurance Premiums ($) |
| |
Total
($) |
| ||||||||||||||||||||||||
|
Matthew P. Wagner
|
| | |
|
2020
|
| | | |
|
335,178
|
| | | |
|
33,686(2)
|
| | | |
|
―
|
| | | |
|
―
|
| | | |
|
50,205
|
| | | |
|
31,157
|
| | | |
|
450,226
|
| |
| |
|
2019
|
| | | |
|
476,904
|
| | | |
|
140,767(2)
|
| | | |
|
―
|
| | | |
|
―
|
| | | |
|
6,623
|
| | | |
|
28,824
|
| | | |
|
653,118
|
| | |||
| |
|
2018
|
| | | |
|
177,446
|
| | | |
|
57,819(2)
|
| | | |
|
892,539
|
| | | |
|
―
|
| | | |
|
11,417
|
| | | |
|
27,992
|
| | | |
|
1,167,213
|
| | |||
|
Patrick J. Rusnak
|
| | |
|
2020
|
| | | |
|
135,652
|
| | | |
|
12,000(3)
|
| | | |
|
―
|
| | | |
|
8,307
|
| | | |
|
―
|
| | | |
|
41,948
|
| | | |
|
197,907
|
| |
| |
|
2019
|
| | | |
|
211,115
|
| | | |
|
12,000(3)
|
| | | |
|
―
|
| | | |
|
8,133
|
| | | |
|
―
|
| | | |
|
40,371
|
| | | |
|
271,619
|
| | |||
| |
|
2018
|
| | | |
|
97,987
|
| | | |
|
12,000(3)
|
| | | |
|
26,259
|
| | | |
|
8,250
|
| | | |
|
―
|
| | | |
|
39,367
|
| | | |
|
183,863
|
| | |||
|
William J. Black Jr(4)
|
| | |
|
2020
|
| | | |
|
55,275
|
| | | |
|
5,500(3)
|
| | | |
|
―
|
| | | |
|
8,550
|
| | | |
|
―
|
| | | |
|
6,571
|
| | | |
|
75,896
|
| |
|
Christopher D. Blake
|
| | |
|
2020
|
| | | |
|
74,458
|
| | | |
|
—
|
| | | |
|
―
|
| | | |
|
8,550
|
| | | |
|
7,650
|
| | | |
|
41,717
|
| | | |
|
132,375
|
| |
| |
|
2019
|
| | | |
|
108,766
|
| | | |
|
14,286(3)
|
| | | |
|
―
|
| | | |
|
8,400
|
| | | |
|
7,700
|
| | | |
|
40,185
|
| | | |
|
179,337
|
| | |||
| |
|
2018
|
| | | |
|
38,450
|
| | | |
|
4,052(3)
|
| | | |
|
31,993
|
| | | |
|
8,218
|
| | | |
|
19,559
|
| | | |
|
37,627
|
| | | |
|
139,899
|
| | |||
|
Mark T. Yung
|
| | |
|
2020
|
| | | |
|
92,984
|
| | | |
|
12,000(3)
|
| | | |
|
—
|
| | | |
|
8,550
|
| | | |
|
15,813
|
| | | |
|
13,273
|
| | | |
|
142,620
|
| |
| |
|
2019
|
| | | |
|
95,902
|
| | | |
|
7,500(3)
|
| | | | | | | | | |
|
―
|
| | | |
|
8,439
|
| | | |
|
2,495
|
| | | |
|
114,336
|
| |
|
Named Executive
Officer |
| |
Grant
Date |
| |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units(3) (#) |
| |
Grant Date
Fair Value of Stock and Option Awards(4) ($) |
| |||||||||||||||||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||||||||||||||||||||||||||||
|
Mathew P. Wagner
|
| | |
|
2/12/2020 — ROAA
|
| | | | | | | | | | | | | | | | | | | | | |
|
—
|
| | | |
|
15,593
|
| | | |
|
23,390
|
| | | | | | | | | |
$
|
570,860
|
| |
| |
|
2/12/2020 — EPS
|
| | | | | | | | | | | | | | | | | | | | | |
|
—
|
| | | |
|
15,593
|
| | | |
|
23,390
|
| | | | | | | | | |
$
|
570,860
|
| | |||
| |
|
2/12/2020 — TSR
|
| | | | | | | | | | | | | | | | | | | | | |
|
—
|
| | | |
|
10,714
|
| | | |
|
21,428
|
| | | | | | | | | |
$
|
374,990
|
| | |||
| |
|
2/12/2020 — TRSAs
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
41,581
|
| | | |
$
|
1,522,280
|
| | |||
| |
|
—
|
| | | |
|
—
|
| | | |
$
|
1,500,000
|
| | | |
$
|
2,250,000
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
Patrick J. Rusnak
|
| | |
|
2/12/2020 — ROAA
|
| | | | | | | | | | | | | | | | | | | | | |
|
—
|
| | | |
|
6,237
|
| | | |
|
9,356
|
| | | | | | | | | |
$
|
228,337
|
| |
| |
|
2/12/2020 — EPS
|
| | | | | | | | | | | | | | | | | | | | | |
|
—
|
| | | |
|
6,237
|
| | | |
|
9,356
|
| | | | | | | | | |
$
|
228,337
|
| | |||
| |
|
2/12/2020 — TSR
|
| | | | | | | | | | | | | | | | | | | | | |
|
—
|
| | | |
|
4,286
|
| | | |
|
8,572
|
| | | | | | | | | |
$
|
150,010
|
| | |||
| |
|
2/12/2020 — TRSAs
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
16,632
|
| | | |
$
|
608,897
|
| | |||
| |
|
—
|
| | | |
|
—
|
| | | |
$
|
600,000
|
| | | |
$
|
900,000
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
William J. Black Jr
|
| | |
|
8/12/2020 — TRSAs
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
110,550
|
| | | |
$
|
2,265,170
|
| |
| |
|
—
|
| | | |
|
—
|
| | | |
$
|
800,000
|
| | | |
$
|
1,200,000
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
Christopher D. Blake
|
| | |
|
2/12/2020 — ROAA
|
| | | | | | | | | | | | | | | | | | | | | |
|
—
|
| | | |
|
4,093
|
| | | |
|
6,140
|
| | | | | | | | | |
$
|
149,845
|
| |
| |
|
2/12/2020 — EPS
|
| | | | | | | | | | | | | | | | | | | | | |
|
—
|
| | | |
|
4,093
|
| | | |
|
6,140
|
| | | | | | | | | |
$
|
149,845
|
| | |||
| |
|
2/12/2020 — TSR
|
| | | | | | | | | | | | | | | | | | | | | |
|
—
|
| | | |
|
2,813
|
| | | |
|
5,626
|
| | | | | | | | | |
$
|
98,455
|
| | |||
| |
|
2/12/2020 — TRSAs
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
10,915
|
| | | |
$
|
399,598
|
| | |||
| |
|
—
|
| | | |
|
—
|
| | | |
$
|
575,000
|
| | | |
$
|
862,500
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
Mark T. Yung
|
| | |
|
2/12/2020 — ROAA
|
| | | | | | | | | | | | | | | | | | | | | |
|
—
|
| | | |
|
8,316
|
| | | |
|
12,474
|
| | | | | | | | | |
$
|
304,449
|
| |
| |
|
2/12/2020 — EPS
|
| | | | | | | | | | | | | | | | | | | | | |
|
—
|
| | | |
|
8,316
|
| | | |
|
12,474
|
| | | | | | | | | |
$
|
304,449
|
| | |||
| |
|
2/12/2020 — TSR
|
| | | | | | | | | | | | | | | | | | | | | |
|
—
|
| | | |
|
5,714
|
| | | |
|
11,428
|
| | | | | | | | | |
$
|
199,990
|
| | |||
| |
|
2/12/2020 — TRSAs
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
22,176
|
| | | |
$
|
811,863
|
| | |||
| |
|
—
|
| | | |
|
—
|
| | | |
$
|
1,000,000
|
| | | |
$
|
1,500,000
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | |
Stock Awards
|
| |||||||||||||||||||||
|
Named Executive Officer
|
| |
Number
of Shares or Units of Stock That Have Not Vested (#)(1) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(2) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) |
| ||||||||||||
| Matthew P. Wagner | | | |
|
91,076
|
| | | |
$
|
2,313,330
|
| | | |
|
105,467
|
| | | |
$
|
2,678,862
|
| |
| Patrick J. Rusnak | | | |
|
36,565
|
| | | |
$
|
928,751
|
| | | |
|
42,360
|
| | | |
$
|
1,075,944
|
| |
| William J. Black Jr | | | |
|
110,550
|
| | | |
$
|
2,807,970
|
| | | |
|
—
|
| | | |
$
|
—
|
| |
| Christopher D. Blake | | | |
|
22,888
|
| | | |
$
|
581,355
|
| | | |
|
26,494
|
| | | |
$
|
672,948
|
| |
| Mark T. Yung | | | |
|
57,695
|
| | | |
$
|
1,465,453
|
| | | |
|
22,346
|
| | | |
$
|
567,588
|
| |
| | | |
Stock Awards
|
| |||||||||
|
Named Executive Officer
|
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($)(1) |
| ||||||
| Matthew P. Wagner | | | |
|
60,915
|
| | | |
$
|
1,969,536
|
| |
| Patrick J. Rusnak | | | |
|
25,114
|
| | | |
$
|
813,357
|
| |
| William J. Black Jr | | | |
|
—
|
| | | |
$
|
—
|
| |
| Christopher D. Blake | | | |
|
13,253
|
| | | |
$
|
428,698
|
| |
| Mark T. Yung | | | |
|
17,760
|
| | | |
$
|
307,426
|
| |
|
Named Executive Officer
|
| |
Base
Salary ($) |
| |
Bonus
($) |
| |
Acceleration
of Unvested Stock Awards ($)(1) |
| |
Continuation
of Medical/ Welfare Benefits ($)(2) |
| |
Other
Amounts ($)(3) |
| |
Total
Termination Benefits ($) |
| ||||||||||||||||||
| Matthew P. Wagner | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Voluntary Termination
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
|
Involuntary Termination(4)
|
| | |
$
|
346,154
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
$
|
346,154
|
| |
|
Termination without Cause or for Good Reason after Change in Control(5)(6)
|
| | |
$
|
3,000,000
|
| | | |
$
|
4,500,000
|
| | | |
$
|
2,713,002
|
| | | |
$
|
33,246
|
| | | |
$
|
60,225
|
| | | |
$
|
10,306,473
|
| |
|
Disability(7)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
|
Death(7)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
$
|
4,992,192
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
$
|
4,992,192
|
| |
| Patrick J. Rusnak | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Voluntary Termination
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
|
Involuntary Termination(4)
|
| | |
$
|
207,692
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
$
|
207,692
|
| |
|
Termination without Cause or for Good Reason after Change in Control(5)(6)
|
| | |
$
|
1,200,000
|
| | | |
$
|
1,200,000
|
| | | |
$
|
1,089,904
|
| | | |
$
|
31,224
|
| | | |
$
|
52,672
|
| | | |
$
|
3,573,800
|
| |
|
Disability(7)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
|
Death(7)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
$
|
2,004,695
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
$
|
2,004,695
|
| |
| William J. Black Jr | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Voluntary Termination
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
|
Involuntary Termination(4)
|
| | |
$
|
276,923
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
$
|
276,923
|
| |
|
Termination without Cause or for Good Reason after Change in Control(5)(6)
|
| | |
$
|
1,600,000
|
| | | |
$
|
1,600,000
|
| | | |
$
|
2,807,970
|
| | | |
$
|
—
|
| | | |
$
|
13,142
|
| | | |
$
|
6,021,112
|
| |
|
Disability(7)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
|
Death(7)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
$
|
2,807,970
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
$
|
2,807,970
|
| |
| Christopher D. Blake | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Voluntary Termination
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
|
Involuntary Termination(4)
|
| | |
$
|
199,038
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
$
|
199,038
|
| |
|
Termination without Cause or for Good Reason after Change in Control(5)(6)
|
| | |
$
|
1,150,000
|
| | | |
$
|
1,150,000
|
| | | |
$
|
677,452
|
| | | |
$
|
31,224
|
| | | |
$
|
52,210
|
| | | |
$
|
3,060,886
|
| |
|
Disability(7)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
|
Death(7)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
$
|
1,254,303
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
$
|
1,254,303
|
| |
| Mark T. Yung | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Voluntary Termination
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
|
Involuntary Termination(4)
|
| | |
$
|
276,923
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
$
|
276,923
|
| |
|
Termination without Cause or for Good Reason after Change in Control(5)(6)
|
| | |
$
|
1,600,000
|
| | | |
$
|
2,000,000
|
| | | |
$
|
1,577,403
|
| | | |
|
7,806
|
| | | |
$
|
18,738
|
| | | |
$
|
5,203,947
|
| |
|
Disability(7)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
|
Death(7)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
$
|
2,033,041
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
$
|
2,033,041
|
| |
| |
|
| |
The PacWest Board of Directors recommends a vote FOR the Amended and Restated PacWest Bancorp 2017 Stock Incentive Plan.
|
| |
| | | | | | |
2018
|
| |
2019
|
| |
2020
|
| |
Average
|
|
| (a) | | | Time-vested restricted stock granted(1) | | |
521,013
|
| |
852,184
|
| |
859,568
|
| |
744,255
|
|
| (b) | | | Performance-based stock units granted | | |
86,716
|
| |
112,815
|
| |
143,543
|
| |
114,358
|
|
| (c) | | | Performance-based stock units vested(1) | | |
0
|
| |
142,051
|
| |
86,349
|
| |
76,133
|
|
| (d) | | | Shares underlying options granted(1) | | |
0
|
| |
0
|
| |
0
|
| |
0
|
|
| (e) | | |
Weighted-average basic shares outstanding
|
| |
123,640,000
|
| |
118,966,000
|
| |
116,853,000
|
| |
119,819,667
|
|
| (f) | | | Burn rate (a) + (c) + (d)/(e)(2) | | |
0.42%
|
| |
0.84 %
|
| |
0.81%
|
| |
0.69 %
|
|
| (a) | | | Remaining shares available under Original 2017 SIP | | |
949,590
|
|
| (b) | | | Shares available under the 2017 A&R SIP if approved | | |
2,650,000
|
|
| (c) | | | Shares underlying outstanding time-vested restricted stock awards | | |
2,230,161
|
|
| (d) | | | Shares underlying outstanding performance stock units (based on target performance) | | |
581,220
|
|
| (e) | | | Total shares authorized for or outstanding under employee awards (a+b+c+d) | | |
6,410,971
|
|
| (f) | | | Total shares outstanding | | |
119,146,622
|
|
| (g) | | | Overhang (e/f) | | |
5.38%
|
|
| | | |
Awards Granted in 2020 Under
the 2017 Stock Incentive Plan |
| |||||||||
|
Name and Position
|
| |
Dollar value
($)(1) |
| |
Number of
Shares/Units(2) |
| ||||||
|
Matthew P. Wagner
President and CEO of the Company and Pacific Western Bank |
| | |
$
|
3,038,990
|
| | | |
|
83,481
|
| |
|
Patrick Rusnak
Executive Vice President, CFO of the Company and Pacific Western Bank |
| | |
$
|
1,215,581
|
| | | |
|
33,392
|
| |
|
William J. Black Jr.
Executive Vice President, Strategy and Corporate Development of the Company and Pacific Western Bank |
| | |
$
|
2,265,170
|
| | | |
|
110,550
|
| |
|
Christopher D. Blake
Executive Vice President, President and Chief Executive Officer of the Community Banking Group of the Company and Pacific Western Bank |
| | |
$
|
797,743
|
| | | |
|
21,914
|
| |
|
Mark T. Yung
Executive Vice President, COO of the Company and Pacific Western Bank |
| | |
$
|
1,620,751
|
| | | |
|
44,522
|
| |
| Executive officers as a group (includes NEOs) | | | |
$
|
12,861,420
|
| | | |
|
404,252
|
| |
| Non-employee directors as a group | | | |
$
|
626,850
|
| | | |
|
37,357
|
| |
| Employees other than executive officers as a group | | | |
$
|
9,467,039
|
| | | |
|
561,502
|
| |
|
Plan Category
|
| |
Plan Name
|
| |
(a)
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
| |
(b)
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights |
| |
(c)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
| |||||||||
|
Equity compensation plans approved by security holders
|
| |
The PacWest Bancorp 2017 Stock Incentive Plan
|
| | |
|
315,008(1)
|
| | | |
|
—
|
| | | |
|
1,419,006
|
| |
|
Equity compensation plans not approved by security holders
|
| | None | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| |
|
| |
The PacWest Board of Directors recommends a vote FOR the ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021.
|
| |
| | | |
Amount and Nature of
Beneficial Ownership of Common Stock(1) |
| |||||||||
|
Name and Address of Beneficial Owner
|
| |
Number of
Shares Owned |
| |
Percent of
Class(1) |
| ||||||
|
The Vanguard Group(2)
100 Vanguard Blvd. Malvern, PA 19355 |
| | |
|
11,964,264
|
| | | |
|
10.23%
|
| |
|
BlackRock, Inc.(3)
55 East 52nd Street New York, NY 10055 |
| | |
|
11,897,314
|
| | | |
|
10.18%
|
| |
| | | |
Amount and Nature of
Beneficial Ownership of Common Stock(1) |
| |||||||||
|
Name
|
| |
Number of
Shares Owned |
| |
Percent of
Class |
| ||||||
| Directors and Director Nominees Who Are Not Named Executive Officers: | | | | | | | | | | | | | |
| John M. Eggemeyer, III | | | |
|
225,684
|
| | | |
|
*
|
| |
| Tanya M. Acker | | | |
|
10,406
|
| | | |
|
*
|
| |
| Paul R. Burke | | | |
|
40,739(2)
|
| | | |
|
*
|
| |
| Craig A. Carlson | | | |
|
16,347
|
| | | |
|
*
|
| |
| C. William Hosler | | | |
|
50,497
|
| | | |
|
*
|
| |
| Susan E. Lester | | | |
|
31,452
|
| | | |
|
*
|
| |
| Arnold W. Messer | | | |
|
39,421
|
| | | |
|
*
|
| |
| Robert H. Molvar | | | |
|
23,044
|
| | | |
|
*
|
| |
| James J. Pieczynski | | | |
|
184,749
|
| | | |
|
*
|
| |
| Daniel B. Platt | | | |
|
31,491(3)
|
| | | |
|
*
|
| |
| Robert A. Stine | | | |
|
35,031(4)
|
| | | |
|
*
|
| |
| Paul W. Taylor | | | |
|
472
|
| | | |
|
*
|
| |
| Named Executive Officers: | | | | | | | | | | | | | |
|
Matthew P. Wagner
Chief Executive Officer and President of the Company and Pacific Western Bank, Current Director and Director Nominee |
| | |
|
628,524(5)
|
| | | |
|
*
|
| |
|
Patrick J. Rusnak
Executive Vice President, Former Executive Vice President, Corporate Executive Administration |
| | |
|
93,551(6)
|
| | | |
|
*
|
| |
|
William J. Black, Jr.
Executive Vice President, Strategy and Corporate Development of the Company and Pacific Western Bank |
| | |
|
—(7)
|
| | | |
|
*
|
| |
|
Christopher D. Blake
Executive Vice President, President and Chief Executive Officer of the Community Banking Group of the Company and Pacific Western Bank |
| | |
|
60,597(8)
|
| | | |
|
*
|
| |
|
Mark T. Yung
Executive Vice President and Chief Operating Officer of the Company and Pacific Western Bank, Current Director |
| | |
|
32,635(9)
|
| | | |
|
*
|
| |
| All Current Directors and Executive Officers as a group (21 persons) | | | |
|
1,521,135
|
| | | |
|
1.30%
|
| |
| | | | | | | | | | |
|
|
| | |
|
| | |
|
|
|
Tuesday, May 11, 2021
1:00 p.m. Pacific time |
| | |
www.virtualshareholdermeeting.com/PACW2021
|
| | |
Close of business on
March 15, 2021 |
|
|
Proposals
|
| |
Board
Recommendation |
| |
See
Page |
| ||||||
|
1
|
| |
Election of 11 directors
|
| |
|
| |
FOR each director nominee
|
| |
7
|
|
|
2
|
| |
Advisory vote on executive compensation
|
| |
|
| |
FOR
|
| |
36
|
|
|
3
|
| |
Amended and Restated PacWest Bancorp 2017 Stock Incentive Plan
|
| |
|
| |
FOR
|
| |
68
|
|
|
4
|
| |
Ratification of the appointment of independent auditors
|
| |
|
| |
FOR
|
| |
77
|
|
|
|
| | |
|
| | |
|
| | |
|
| | |
|
| ||||
|
BY
TELEPHONE |
| | |
BY
INTERNET |
| | |
BY
|
| | |
BY
MOBILE DEVICE |
| | |
DURING THE
ONLINE MEETING |
| ||||
|
Call toll-free
1-800-690-6903 |
| | |
www.proxyvote.com
|
| | |
Complete, sign and date the proxy card and mail it in the enclosed postage-paid envelope
|
| | |
Scan the QR code
|
| | |
www.virtualshareholder
meeting.com/PACW 2021 |
|
|
Proposals
|
| |
Voting Requirement
|
| |
Effect of
Abstentions |
| |
Effect of Broker
Non-Votes |
| |||
|
1
|
| | Election of directors | | |
Affirmative vote of a majority of the votes cast
|
| | No effect | | | No effect | |
|
2
|
| |
Advisory vote on executive compensation
|
| |
Majority of shares present and entitled to vote
|
| | Vote against | | | No effect | |
|
3
|
| |
Amended and Restated PacWest Bancorp 2017 Stock Incentive Plan
|
| |
Affirmative vote of a majority of the votes cast
|
| | Vote against | | | No effect | |
|
4
|
| |
Ratification of the appointment of independent auditors
|
| |
Majority of shares present and entitled to vote
|
| | Vote against | | | No effect | |
| |
|
| |
Going to www.proxyvote.com and following the instructions for requesting meeting materials
|
|
| |
|
| |
Calling 1-800-579-1639
|
|
| |
|
| |
Contacting your brokerage firm, bank, or other similar organization that holds your shares
|
|
|
Proposals
|
| |
Your Shares Will Be Voted
|
| ||||||
|
1
|
| |
Election of directors
|
| |
|
| |
FOR each director nominee
|
|
|
2
|
| |
Advisory vote on executive compensation
|
| |
|
| |
FOR
|
|
|
3
|
| |
Amended and Restated PacWest Bancorp 2017 Stock Incentive Plan
|
| |
|
| |
FOR
|
|
|
4
|
| |
Ratification of the appointment of independent auditors
|
| |
|
| |
FOR
|
|
| |
|
| |
please write to the following address:
|
| |
PacWest Bancorp
Attention: Investor Relations 9701 Wilshire Boulevard Suite 700 Beverly Hills, California 90212 |
|
| |
|
| |
you may also send your request by email to:
|
| |
investor-relations@pacwest.com
|
|
| |
|
| |
EQ Shareowner Services
P.O. Box 64874 St. Paul, Minnesota 55164-0874
1-800-401-1957
|
|
| | | |
By Order of the Board of Directors,
|
|
| | | |
|
|
|
Beverly Hills, California
March 26, 2021 |
| |
Natasha Luddington
Senior Vice President, Associate General Counsel
|
|
| |
The importance of environmental stewardship to our stakeholders drives our efforts to find solutions while dedicating resources to reduce our impact on the environment.
|
| | ||||||
| |
|
| | ||||||
| |
Enroll at www.proxyvote.com
or scan the QR code |
| |
|
| |