|
![]() |
| |
![]() |
|
| John M. Eggemeyer, III Chairman of the Board |
| | Matthew P. Wagner President & CEO |
|
| | | | | | |||
| | | | | | |||
| | | |
|
| | ||
| | | |
|
| | ||
| | | |
|
| | ||
| | | | | 16 | | | |
| | | | | 16 | | | |
| | | | | 16 | | | |
| | | | | 17 | | | |
| | | | | 17 | | | |
| | | |
|
| | ||
| | | | | 18 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 22 | | | |
| | | | | 23 | | | |
| | | | | 25 | | | |
| | | | | 26 | | | |
| | | | | 26 | | | |
| | | | | 29 | | | |
| | | |
|
| | ||
| | | |
|
| | ||
| | | | | 31 | | | |
| | | | | 32 | | | |
| | | | | 33 | | | |
| | | | | 35 | | | |
| | | | | 40 | | | |
| | | | | 41 | | | |
| | | | | 42 | | | |
| | | | | 42 | | | |
| | | | | 43 | | | |
| | | | | 44 | | | |
| | | | | 50 | | | |
| | | | | 51 | | | |
| | | |
|
| | ||
| | | |
|
| | ||
| | | | | 53 | | | |
| | | | | 54 | | | |
| | | | | 55 | | | |
| | | | | 56 | | | |
| | | | | 57 | | | |
| | | |
|
| | ||
| | | | | 61 | | | |
| | | |
|
| | ||
| | | |
|
| | ||
| | | |
|
| | ||
| | | |
|
| | ||
| | | | | 72 | | | |
| | | | | 72 | | | |
| | | | | 72 | | | |
| | | |
|
| |
|
![]() |
| |
DATE AND TIME
Tuesday, May 10, 2022 at 2:30 p.m. Mountain Time |
| |
![]() |
| |
LOCATION
The Rally Hotel 1600 20th Street Wynkoop Ballroom Denver, CO 80202 |
| |
![]() |
| |
RECORD DATE
March 14, 2022 |
|
| PROPOSAL | | | | | |
BOARD
RECOMMENDATION |
| |
PAGE REFERENCE
|
|
|
PROPOSAL 1
|
| |
Election of Directors. To elect 11 nominees to the Company’s Board of Directors for a one-year term.
|
| |
FOR
each director nominee |
| |
8
|
|
|
PROPOSAL 2
|
| |
Advisory Vote on Executive Compensation. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
|
| |
FOR
|
| |
30
|
|
|
PROPOSAL 3
|
| |
Ratification of the Appointment of Independent Auditor. To ratify the appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ending December 31, 2022.
|
| |
FOR
|
| |
60
|
|
| | | | Other Business. To consider and act upon such other business and matters or proposals as may properly come before the Annual Meeting or any adjournments or postponements thereof. | | | |
|
BY INTERNET
|
| | Visit www.proxyvote.com | | |||
|
BY TELEPHONE
|
| |
Call toll-free 1-800-690-6903
|
| |||
|
BY MAIL
|
| |
Sign, date, and mail the enclosed proxy card in the postage-paid envelope provided.
|
| |||
|
BY MOBILE DEVICE
|
| |
Scan the following QR Code:
|
| |
![]() |
|
|
IN PERSON
|
| | If you plan to attend the Annual Meeting and wish to vote your shares in person, we will provide a ballot at the meeting. | |
|
Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 10, 2022:
|
|
|
This Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2021, and other proxy materials are available at www.pacwestbancorp.com/docs and www.proxyvote.com.
|
|
|
It is anticipated that we will mail our Notice of Internet Availability of Proxy Materials (the “Notice”) to stockholders on or about March 30, 2022.
|
|
|
PROPOSAL 1
|
|
|
ELECTION OF DIRECTORS
|
|
|
![]() |
| |
See page 9 for further information regarding our director nominees.
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
COMMITTEE MEMBERSHIP
|
| | | | | | | |||||||||||||||
|
NAME
|
| |
AGE
|
| |
DIRECTOR
SINCE |
| |
INDEPENDENT
|
| |
ALM
|
| |
A
|
| |
CNG
|
| |
E
|
| |
R
|
| |||||||||||||||||||||
|
TANYA M. ACKER
|
| | | | 51 | | | | | | 2016 | | | |
![]() |
| | | | | | | | | | | | | |
![]() |
| | | | | | | |
![]() |
| ||||||
|
PAUL R. BURKE
|
| | | | 59 | | | | | | 2015 | | | |
![]() |
| | |
|
C
|
| | |
![]() |
| |
![]() |
| |
![]() |
| | | | | | | |||||||||
|
CRAIG A. CARLSON
|
| | | | 71 | | | | | | 2010 | | | |
![]() |
| | | | | | | | | | | | | | | | | | | |
![]() |
| | |
|
C
|
| | |||
|
JOHN M. EGGEMEYER, III
Chairman of the Board |
| | | | 76 | | | | | | 2000 | | | |
![]() |
| | | | | | | | | | | | | | | | | | | | |
|
C
|
| | | | | | | |
|
C. WILLIAM HOSLER
|
| | | | 58 | | | | | | 2014 | | | |
![]() |
| | | | | | | |
![]() |
| |
![]() |
| | | | | | | | | | | | | ||||||
|
POLLY B. JESSEN
|
| | | | 57 | | | | | | 2021 | | | |
![]() |
| | | | | | | |
![]() |
| | | | | | | | | | | | | |
![]() |
| ||||||
|
SUSAN E. LESTER
|
| | | | 65 | | | | | | 2003 | | | |
![]() |
| |
![]() |
| | |
|
C
|
| | | | | | | | |
![]() |
| |
![]() |
| |||||||||
|
ROGER H. MOLVAR
|
| | | | 66 | | | | | | 2014 | | | |
![]() |
| | | | | | | |
![]() |
| |
![]() |
| | | | | | | |
![]() |
| |||||||||
|
ROBERT A. STINE
|
| | | | 75 | | | | | | 2000 | | | |
![]() |
| | | | | | | | | | | | | | |
|
C
|
| | |
![]() |
| | | | | | | |||
|
PAUL W. TAYLOR
|
| | | | 61 | | | | | | 2021 | | | |
![]() |
| |
![]() |
| | | | | | | | | | | | | | | | | | | |
![]() |
| ||||||
|
MATTHEW P. WAGNER
|
| | | | 65 | | | | | | 2000 | | | | | | |
![]() |
| | | | | | | | | | | | | |
![]() |
| |
![]() |
|
|
PROPOSAL 2
|
|
|
ADVISORY VOTE ON EXECUTIVE COMPENSATION
|
|
|
![]() |
| |
See page 31 for “Compensation Discussion and Analysis.”
|
|
|
PROPOSAL 3
|
|
|
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR
|
|
|
![]() |
| |
See page 61 for “Audit Matters.”
|
|
|
•
Tanya M. Acker
|
| |
•
John M. Eggemeyer, III
|
| |
•
Susan E. Lester
|
| |
•
Paul W. Taylor
|
|
|
•
Paul R. Burke
|
| |
•
C. William Hosler
|
| |
•
Roger H. Molvar
|
| |
•
Matthew P. Wagner
|
|
|
•
Craig A. Carlson
|
| |
•
Polly B. Jessen
|
| |
•
Robert A. Stine
|
| | | |
|
![]() |
| |
The Board unanimously recommends a vote FOR the election of each director nominee.
|
|
|
![]()
DIRECTOR SINCE: 2016
AGE: 51
COMMITTEES:
•
CNG
•
Risk
|
| | |
TANYA M. ACKER
Ms. Acker is an attorney and arbitrator who has served as one of three judges on a syndicated television court program since 2015. She is also the author of Make Your Case: Finding Your Win in Civil Court, published by Diversion Books in 2020, and she has also hosted a podcast that addresses a variety of topics since 2018. She is the president and chief executive officer of Free Eagle Ventures, Inc., a California loan out company. She operated her own private law practice from 2005 until 2013, after which she joined the firm Goldberg, Lowenstein and Weatherwax. Her legal practice consisted mainly of civil litigation, but she also worked on constitutional cases and provided business counseling.
OTHER DIRECTORSHIPS AND POSITIONS
•
Director and Treasurer, Public Counsel (2008-present)
•
Director, Western Justice Center (2011-present)
•
Director, Western Los Angeles County Council of the Boy Scouts of America (2013-present)
•
Director, Boy Scouts of America (2018-present)
•
Trustee, Pacific Battleship Center (2015-present)
•
Director, National Museum of the Surface Navy (2019-present)
DIRECTOR QUALIFICATION HIGHLIGHTS
•
Human Capital Management
•
Leadership
•
Regulatory and Legal
•
Risk Management
|
|
|
![]()
DIRECTOR SINCE: 2015
AGE: 59
COMMITTEES:
•
ALM (Chair)
•
Audit
•
CNG
•
Executive
|
| | |
PAUL R. BURKE
Mr. Burke serves as the Chair of the ALM Committee. He is an officer and director of Northaven Management, Inc., an investment management firm that he co-founded in 1995 that focuses exclusively on equity investments in the financial services industry. He also has been a managing director and served on the board of directors of Kilowatt Labs, Inc., a company that designs, manufactures and sells energy storage and power management solutions, since 2018. From 2009 to 2021, he served as a director of Kinloch Holdings, Inc. (now known as Optisure Risk Holdings, Inc.), a private insurance brokerage firm where he previously served as its chairman, president, and acting chief executive officer.
OTHER PUBLIC BOARD SERVICE
•
Square 1 Financial, Inc. (2010-2015)
•
Eastern Insurance Holdings, Inc. (2001-2014)
DIRECTOR QUALIFICATION HIGHLIGHTS
•
Finance and Accounting
•
Financial Services
•
Mergers and Acquisitions
•
Public Company Governance
•
Risk Management
|
|
|
![]()
DIRECTOR SINCE: 2010
AGE: 71
COMMITTEES:
•
Executive
•
Risk (Chair)
|
| | |
CRAIG A. CARLSON
Mr. Carlson serves as the Chair of the Risk Committee. He has been a financial institution and regulatory consultant since 2010 and a real estate broker since 1982. He was formerly a bank regulator with the California Department of Financial Institutions (“DFI”), currently known as the California Department of Financial Protection and Innovation, for 36 years, including 26 years supervising bank examiners. Most recently, he was senior deputy commissioner and chief examiner of the Banking Program for the DFI from 2007 to 2010. He was a faculty member of the California Banking School from 1988 to 1999 and was a member of the accreditation review team of the Conference of State Bank Supervisors from 2010 to 2019.
DIRECTOR QUALIFICATION HIGHLIGHTS
•
Finance and Accounting
•
Financial Services
•
Mergers and Acquisitions
•
Regulatory and Legal
•
Risk Management
|
|
|
![]() Chairman of the Board
DIRECTOR SINCE: 2000
AGE: 76
COMMITTEES:
•
Executive (Chair)
|
| | |
JOHN M. EGGEMEYER, III
Mr. Eggemeyer is Chairman of the Board. He is a founder and managing principal of Castle Creek Capital LLC, a private equity firm founded in 1990 that specializes in the financial services industry. He has been an investor, executive and financial advisor in the field of commercial banking for over 40 years.
OTHER PUBLIC BOARD SERVICE
•
Primis Financial Corp. (2021-present)
•
The Bancorp, Inc. (2016-present)
•
Guaranty Bancorp (2004-2018)
•
Heritage Commerce Corp (2010-2016)
•
TCF Financial Corporation (1994-2006)
OTHER DIRECTORSHIPS AND POSITIONS
•
Director, Northpointe Bancshares, Inc. (2019-present)
•
Trustee, Northwestern University (2006-present)
DIRECTOR QUALIFICATION HIGHLIGHTS
•
Financial Services
•
Human Capital Management
•
Leadership
•
Mergers and Acquisitions
•
Public Company Governance
|
|
|
![]()
DIRECTOR SINCE: 2014
AGE: 58
COMMITTEES:
•
Audit
•
CNG
|
| | |
C. WILLIAM HOSLER
Mr. Hosler has been the chief financial officer and a member of the board of directors of Catellus Acquisition Company, LLC, a commercial real estate property ownership, management and development company, since its formation in 2011. He served as the chair of the budget advisory and financial planning committee of the city of Piedmont, California from 2010 to 2021.
OTHER PUBLIC BOARD SERVICE
•
Fantex, Inc. (2014-present)
•
Parkway Properties, Inc. (2012-2016)
•
CapitalSource Inc. (2007-2014)
DIRECTOR QUALIFICATION HIGHLIGHTS
•
Finance and Accounting
•
Financial Services
•
Mergers and Acquisitions
•
Public Company Governance
•
Regulatory and Legal
|
|
|
![]()
DIRECTOR SINCE: 2021
AGE: 57
COMMITTEES:
•
Audit
•
Risk
|
| | |
POLLY B. JESSEN
Ms. Jessen is an attorney and founding partner of the law firm Kaplan Kirsch & Rockwell LLP, founded in 2003, where she heads the firm’s environmental practice and served on the management committee in 2019. She advises public and private entities and banks with regard to environmental regulatory compliance, environmental liability risk management, construction and professional contracting, and real estate and land use aspects of real estate acquisition and project development.
OTHER DIRECTORSHIPS AND POSITIONS
•
Member, Urban Exploration Steering Committee, Downtown Denver Partnership (2019-present)
DIRECTOR QUALIFICATION HIGHLIGHTS
•
Human Capital Management
•
Leadership
•
Regulatory and Legal
•
Risk Management
|
|
|
![]()
DIRECTOR SINCE: 2003
AGE: 65
COMMITTEES:
•
ALM
•
Audit (Chair)
•
Executive
•
Risk
|
| | |
SUSAN E. LESTER
Ms. Lester serves as the Chair of the Audit Committee. She has over 30 years of banking and mortgage banking experience in the financial services sector, including serving as chief financial officer of U.S. Bancorp and HomeSide Lending, Inc.
OTHER PUBLIC BOARD SERVICE
•
Arctic Cat, Inc. (2004-2017)
•
Lender Processing Services, Inc. (2010-2014)
OTHER DIRECTORSHIPS AND POSITIONS
•
Director, The Options Clearing Corporation (2016-present)
•
Chair, Board of Trustees, Francis Parker School (2013-present)
DIRECTOR QUALIFICATION HIGHLIGHTS
•
Finance and Accounting
•
Financial Services
•
Leadership
•
Public Company Governance
•
Risk Management
|
|
|
![]()
DIRECTOR SINCE: 2014
AGE: 66
COMMITTEES:
•
Audit
•
CNG
•
Risk
|
| | |
ROGER H. MOLVAR
Mr. Molvar is currently a private investor. He has over 40 years of banking and financial experience, including serving as executive vice president of IndyMac Bank and chief executive officer of IndyMac Consumer Bank. He also served as a director of CapitalSource Bank from 2008 to 2014, and a director of Farmers and Merchants Bank of Long Beach, California from 2005 to 2008.
OTHER PUBLIC BOARD SERVICE
•
First Financial Northwest, Inc. (2015-present)
DIRECTOR QUALIFICATION HIGHLIGHTS
•
Finance and Accounting
•
Financial Services
•
Leadership
•
Mergers and Acquisitions
•
Public Company Governance
•
Risk Management
|
|
|
![]()
DIRECTOR SINCE: 2003
AGE: 75
COMMITTEES:
•
ALM
•
Audit
•
Risk
|
| | |
DANIEL B. PLATT*
Mr. Platt has over 40 years of banking and real estate consulting experience. He was an executive vice president of the Company and oversaw the special assets group of the Bank from 2009 until his retirement in 2014.
OTHER DIRECTORSHIPS AND POSITIONS
•
Director, A Step Beyond (2013-present)
•
Director, The Barnabus Group San Diego (2010-present)
DIRECTOR QUALIFICATION HIGHLIGHTS
•
Finance and Accounting
•
Financial Services
•
Leadership
•
Risk Management
*
Daniel B. Platt will not stand for re-election at the Annual Meeting.
|
|
|
![]()
DIRECTOR SINCE: 2000
AGE: 75
COMMITTEES:
•
CNG (Chair)
•
Executive
|
| | |
ROBERT A. STINE
Mr. Stine serves as the Chair of the CNG Committee. He was the president and chief executive officer of Tejon Ranch Co., a publicly traded real estate development and agri-business company, from 1996 until his retirement in 2013. He was also a founding director of Valley Republic Bank, a community bank located in Kern County, California, from 2008 until 2015.
OTHER PUBLIC BOARD SERVICE
•
Tejon Ranch Co. (1996-2015)
OTHER DIRECTORSHIPS AND POSITIONS
•
Director, Bolthouse Properties, LLC (2015-present)
•
Director, Rancho Santa Fe Foundation (2015-present)
DIRECTOR QUALIFICATION HIGHLIGHTS
•
Finance and Accounting
•
Human Capital Management
•
Leadership
•
Mergers and Acquisitions
•
Public Company Governance
|
|
|
![]()
DIRECTOR SINCE: 2021
AGE: 61
COMMITTEES:
•
ALM
•
Risk
|
| | |
PAUL W. TAYLOR
Mr. Taylor was chief executive officer, president and director of Opus Bank, a California-chartered bank, which subsequently merged into Pacific Premier Bank, a California-chartered bank, from 2019 until 2020. He was chief executive officer, president and director of Guaranty Bancorp, a publicly traded financial institution, and chief executive officer and chairman of the board of directors of Guaranty Bank and Trust Company, a banking subsidiary of Guaranty Bancorp, from 2011 until 2018. Previously, he held various positions including executive vice president, chief financial and operating officer and secretary of Guaranty Bancorp.
OTHER PUBLIC BOARD SERVICE
•
Guaranty Bancorp (2011-2018)
•
Opus Bank (2019-2020)
DIRECTOR QUALIFICATION HIGHLIGHTS
•
Finance and Accounting
•
Financial Services
•
Human Capital Management
•
Leadership
•
Mergers and Acquisitions
•
Public Company Governance
|
|
|
![]()
DIRECTOR SINCE: 2000
AGE: 65
COMMITTEES:
•
ALM
•
Executive
•
Risk
|
| | |
MATTHEW P. WAGNER
Mr. Wagner has been the President and Chief Executive Officer of the Company since 2000 and serves as the Chairman of the Board of Directors of the Bank.
DIRECTOR QUALIFICATION HIGHLIGHTS
•
Financial Services
•
Human Capital Management
•
Leadership
•
Mergers and Acquisitions
•
Risk Management
|
|
| |
TOTAL NUMBER OF DIRECTORS: 12
|
| | ||||||||
| | | | | |
FEMALE
|
| | |
MALE
|
| |
| | GENDER IDENTITY | | | | | | | ||||
| |
Directors
|
| | |
3
|
| | |
9
|
| |
| | DEMOGRAPHIC BACKGROUND | | | | | | | ||||
| |
African American or Black
|
| | |
1
|
| | |
—
|
| |
| |
White
|
| | |
2
|
| | |
9
|
| |
| |
LGBTQ+
|
| | |
1
|
| | |
—
|
| |
|
CORPORATE GOVERNANCE BEST PRACTICES
|
| |||
|
•
Annual election of directors
•
Independent, non-executive Chairman of the Board
•
Majority vote requirement for the election of directors in uncontested elections
•
All independent directors except for CEO
•
All committees chaired by independent directors
•
Stock ownership guidelines for directors and executive officers
•
Risk oversight by the Board and committees
•
Annual Board and committee self-assessments and evaluations
|
| |
•
Annual Board review of senior leadership succession plan
•
Regular executive sessions of independent directors
•
All directors attended at least 95% of 2021 meetings
•
Stockholders’ right to act by written consent
•
Stockholders’ right to call a special meeting of stockholders
•
Related Party Transactions Policy
•
Anti-hedging and anti-pledging policy
•
Annual review of director experience, qualifications and skills
|
|
|
MEMBERS
•
Paul R. Burke (Chair)
•
Susan E. Lester
•
Daniel B. Platt
•
Paul W. Taylor
•
Matthew P. Wagner
MEETINGS IN 2021
4 |
| | |
KEY OVERSIGHT RESPONSIBILITIES
•
Approving, on an annual basis, asset/liability management policies;
•
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 set forth in the Company’s Risk Appetite Statement;
•
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;
•
Reviewing compliance with the Company’s portfolio concentrations limits; and
•
Reviewing the status of Community Reinvestment Act investments and the Company’s derivatives and hedge positions.
|
|
|
MEMBERS
•
Susan E. Lester (Chair)
•
Paul R. Burke
•
C. William Hosler
•
Polly B. Jessen
•
Roger H. Molvar
•
Daniel B. Platt
|
| |
KEY OVERSIGHT RESPONSIBILITIES
•
Selecting and communicating with the Company’s independent auditor;
•
Overseeing the internal audit function;
•
Reviewing and monitoring the adequacy and effectiveness of the Company’s accounting principles and policies, financial reporting, and internal controls with management;
•
Reporting to the Board on the general financial condition of the Company and the results of the annual audit; and
•
Ensuring the Company’s activities are being conducted in accordance with applicable laws and regulations.
|
| |||||||
|
![]() |
| | |
All members of the Audit Committee are independent.
MEETINGS IN 2021
15 |
| ||||||
|
![]() |
| |
The Board determined that all of the nominees to the Audit Committee are financially literate. In addition, each of Ms. Lester and Messrs. Burke, Hosler, and Molvar are qualified as an audit committee financial expert with accounting or related financial management expertise in accordance with U.S. Securities and Exchange Commission (“SEC”) and Nasdaq rules.
|
|
|
MEMBERS
•
Robert A. Stine (Chair)
•
Tanya M. Acker
•
Paul R. Burke
•
C. William Hosler
•
Roger H. Molvar
|
| |
KEY OVERSIGHT RESPONSIBILITIES
•
Approving corporate goals and objectives for the CEO’s incentive compensation, evaluating the CEO’s performance in light of these goals and objectives, and recommending to the Board for determination, the CEO’s compensation level based on this evaluation;
•
Determining the compensation of all other executive officers of the Company;
•
Evaluating and making recommendations to the Board for the compensation of non-employee directors;
•
Making recommendations to the Board regarding the Company’s incentive compensation plans, equity-based plans, 401(k) plan, and other employee benefit plans, and overseeing the administration of those plans;
•
Approving awards and issuances of equity compensation;
•
Reviewing the qualifications and independence of directors, identifying individuals qualified to become Board members, and recommending to the Board the nominees to stand for election at annual meetings of stockholders and to fill vacancies on the Board;
•
Making recommendations to the Board regarding the sizes of the Board and committees as well as committee assignments;
•
Reviewing and assessing compliance with SEC, Nasdaq, and other corporate governance requirements; and
•
Overseeing initiatives of management’s ESG Executive Committee and receiving ESG-related reports.
|
| ||||
|
![]() |
| | |
All members of the CNG Committee are independent
MEETINGS IN 2021
12 |
|
|
MEMBERS
•
John M. Eggemeyer, III (Chair)
•
Paul R. Burke
•
Craig A. Carlson
•
Susan E. Lester
•
Robert A. Stine
•
Matthew P. Wagner
MEETINGS IN 2021
0 |
| | |
KEY OVERSIGHT RESPONSIBILITIES
•
Meeting when it is impractical for the full Board to meet and acting on behalf of the Board, subject to such limitations as the Board, the Executive Committee charter, and applicable law may impose; and
•
Evaluating and making recommendations to the Board regarding strategic opportunities and alternatives relating to mergers and acquisitions, raising capital, and other matters of strategic importance.
|
|
|
MEMBERS
•
Craig A. Carlson (Chair)
•
Tanya M. Acker
•
Polly B. Jessen
•
Susan E. Lester
•
Roger H. Molvar
•
Daniel B. Platt
•
Paul W. Taylor
•
Matthew P. Wagner
MEETINGS IN 2021
4 |
| | |
KEY OVERSIGHT RESPONSIBILITIES
•
Overseeing management’s implementation of a risk management framework, 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;
•
Reviewing and recommending to the Board for approval at least annually the Company’s Risk Appetite Statement;
•
Reviewing and approving on a quarterly basis the Company’s Risk Dashboard;
•
Receiving reports from management, including the Chief Risk Officer, the Chief Credit Officer, and the Chief Financial Officer, and other Board committees, regarding matters relating to risk management and/or the Company’s risk and compliance organization;
•
Oversee the Company’s credit review and credit management/administration functions;
•
Reviewing reports regarding compliance matters, including the Bank Secrecy Act;
•
Reviewing and recommending to the Board for approval capital actions, and reviewing and approving the Company’s annual stress testing process; and
•
Reviewing reports regarding the Company’s information-technology and operations risks as well as cyber/information security.
|
|
|
MEMBERS
•
John M. Eggemeyer, III (Chair)
•
Paul R. Burke
•
Craig A. Carlson
•
Susan E. Lester
•
Robert A. Stine
•
Paul W. Taylor
MEETINGS IN 2021
1 |
| | |
KEY OVERSIGHT RESPONSIBILITIES
•
Identifying CEO candidates and recommending a new CEO for the full Board’s approval;
•
Providing the Board with updates regarding the CEO succession planning and transition process and potential candidates; and
•
Utilizing a third-party advisor with expertise in financial services executive recruitment to assess CEO candidates.
|
|
|
All Staff — Gender*
![]() |
| |
All Staff — Race*
![]() |
|
| | | |
January 1 – May 11, 2021
|
| |
May 12 – December 31, 2021
|
|
|
Board Retainer
|
| | $86,000 | | | $86,000 | |
|
Chair Supplemental Retainers
|
| | $86,000 – Board $40,000 – ALM Committee $40,000 – Audit Committee $40,000 – CNG Committee $40,000 – Risk Committee $40,000 – Independent Director(1) |
| | $86,000 – Board $40,000 – ALM Committee $80,000 – Audit Committee $80,000 – CNG Committee $40,000 – Risk Committee |
|
|
Equity Awards
|
| | $57,000 in shares for directors $114,000 in shares for the Chairman |
| | $75,000 in shares for directors $114,000 in shares for the Chairman |
|
|
Other
|
| | | | | The Chairman may use the corporate aircraft for up to 30 hours of personal use.(2) | |
|
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock Awards(1)
($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||
|
TANYA M. ACKER
|
| | | $ | 86,000 | | | | | $ | 74,977 | | | | | | — | | | | | $ | 160,977 | | |
|
PAUL R. BURKE
|
| | | $ | 126,000 | | | | | $ | 74,977 | | | | | | — | | | | | $ | 200,977 | | |
|
CRAIG A. CARLSON
|
| | | $ | 126,000 | | | | | $ | 74,977 | | | | | | — | | | | | $ | 200,977 | | |
|
JOHN M. EGGEMEYER, III
|
| | | $ | 172,000 | | | | | $ | 113,973 | | | | | $ | 72,268(2) | | | | | $ | 358,241 | | |
|
C. WILLIAM HOSLER
|
| | | $ | 96,000 | | | | | $ | 74,977 | | | | | | — | | | | | $ | 170,977 | | |
|
POLLY B. JESSEN(3)
|
| | | $ | 43,000 | | | | | $ | 56,231 | | | | | | — | | | | | $ | 99,231 | | |
|
SUSAN E. LESTER
|
| | | $ | 156,000 | | | | | $ | 74,977 | | | | | | — | | | | | $ | 230,977 | | |
|
ARNOLD W. MESSER(4)
|
| | | $ | 21,500 | | | | | | — | | | | | | — | | | | | $ | 21,500 | | |
|
ROGER H. MOLVAR
|
| | | $ | 86,000 | | | | | $ | 74,977 | | | | | | — | | | | | $ | 160,977 | | |
|
DANIEL B. PLATT
|
| | | $ | 86,000 | | | | | $ | 74,977 | | | | | | — | | | | | $ | 160,977 | | |
|
ROBERT A. STINE
|
| | | $ | 156,000 | | | | | $ | 74,977 | | | | | | — | | | | | $ | 230,977 | | |
|
PAUL W. TAYLOR(5)
|
| | | $ | 86,000 | | | | | $ | 89,227 | | | | | | — | | | | | $ | 175,227 | | |
|
NAME
|
| |
AGE
|
| |
CURRENT POSITION AND BUSINESS EXPERIENCE
|
|
|
WILLIAM J. BLACK, JR.
Executive Vice President, Strategy and Corporate Development |
| |
46
|
| |
Mr. Black has been Executive Vice President, Strategy and Corporate Development since 2020. From 2008 until 2020, Mr. Black was the founder and managing partner and portfolio manager at Consector Capital LP, a financial services hedge fund.
|
|
|
CHRISTOPHER D. BLAKE
Executive Vice President, President and Chief Executive Officer of Community Banking Group |
| |
62
|
| |
Mr. Blake has been Executive Vice President, President and Chief Executive Officer of Community Banking Group since 2018. Mr. Blake served as Executive Vice President, Human Resources of the Company from 2014 to 2018. Mr. Blake has served on the board of directors for California Domestic Water Company, a wholesale water distribution company, since 2016, and its wholly-owned subsidiary Cadway, Inc.
|
|
|
REBECCA H. CORDES
Executive Vice President, Human Resources |
| |
67
|
| |
Ms. Cordes has been Executive Vice President, Human Resources since 2018. Ms. Cordes held various positions at First Western Financial, Inc., including executive vice president from 2008 to 2018, director of support services from 2010 to 2018, and director of human resources from 2008 to 2017, and served as senior operations officer for First Western Capital Management, a registered investment advisory firm, in 2018.
|
|
|
BRYAN M. CORSINI
Executive Vice President, Chief Credit Officer |
| |
60
|
| |
Mr. Corsini has been Executive Vice President and Chief Credit Officer of the Company and Executive Vice President of the Bank since 2014. He served as a director of the Bank from 2016 to 2019.
|
|
|
STAN R. IVIE
Executive Vice President, Chief Risk Officer |
| |
62
|
| |
Mr. Ivie has been Executive Vice President, Chief Risk Officer since 2016. Mr. Ivie has served on the boards of directors of the Western Bankers Association and the Pacific Bankers Management Institute for Pacific Coast Banking School since 2017. Mr. Ivie served as the regional director for the Federal Deposit Insurance Corporation’s San Francisco Region from 2007 to 2016.
|
|
|
ANGELA M.W. KELLEY
Executive Vice President, General Counsel and Corporate Secretary |
| |
40
|
| |
Ms. Kelley has been the Executive Vice President, General Counsel and Corporate Secretary of the Company and Executive Vice President and Corporate Secretary of the Bank since 2021. She was executive vice president, general counsel, and corporate secretary of NBT Bancorp Inc. from 2019 to 2021. Previously, she served various positions at Heartland Financial USA, Inc., including senior vice president and deputy general counsel from 2015 to 2019, and corporate secretary from 2018 to 2019.
|
|
|
BART R. OLSON
Executive Vice President, Chief Financial Officer |
| |
54
|
| |
Mr. Olson has been Executive Vice President, Chief Financial Officer since 2021. He was executive vice president, deputy chief financial officer in 2020 and executive vice president, chief accounting officer from 2017 to 2020. Previously, he served various positions at Credit Suisse Group, including managing director from 2013 to 2017 and global head of liquidity measurement and reporting from 2014 to 2017. Prior to 2013, he was an audit partner at KPMG and spent 23 years in public accounting. He is a Certified Public Accountant in California and a member of the American Institute of Certified Public Accountants.
|
|
|
MONICA L. SPARKS
Executive Vice President, Chief Accounting Officer |
| |
42
|
| |
Ms. Sparks has been Executive Vice President, Chief Accounting Officer since 2020. She was senior vice president, chief accounting officer of American Business Bank from 2018 to 2020. She was senior vice president, chief accounting officer of Hope Bancorp from 2017 to 2018. She was senior vice president, controller of California United Bank from 2014 to 2017. Prior to 2014, she held various senior accounting roles with KPMG LLP for 12 years. She is a certified public accountant in California and member of the American Institute of Certified Public Accountants.
|
|
|
MATTHEW P. WAGNER
President and Chief Executive Officer |
| |
65
|
| |
Mr. Wagner has been the President and Chief Executive Officer of the Company since 2000. He also has been a director of the Company and Chairman of the Board of Directors of the Bank since 2000.
|
|
|
MARK T. YUNG
Executive Vice President, Chief Operating Officer |
| |
48
|
| |
Mr. Yung has been Executive Vice President, Chief Operating Officer since 2019. Mr. Yung was a director of the Company from 2017 to 2021. He has served as executive chairman of the board of directors of Environmental Solutions Worldwide, Inc., a clean technology company, since 2010. He served as chairman of the board of directors and chief executive officer of Presbia PLC, an ophthalmic device company, from 2017 to 2019 and continued to serve as a director until 2020. He was co-founder and managing principal of OCV Management, LLC, an investor, owner and operator of technology and life science companies, from 2016 to 2019, and served as vice president and secretary of several such companies as part of his role with OCV. He served as managing director of Orchard Capital Corp., a venture capital and private equity firm, from 2006 to 2016.
|
|
|
![]() |
| |
The Board unanimously 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.
|
|
|
STOCKHOLDER FEEDBACK
|
| |
OUR RESPONSE
|
|
| CEO SUCCESSION AND TRANSITION PLANNING | | |||
|
ENHANCE DISCLOSURE REGARDING CEO SUCCESSION AND TRANSITION PLANNING.
|
| | We included in this CD&A additional details regarding our process for identifying and naming a new CEO. Additionally, as a regular practice, our CNG Committee reviews our senior leadership succession plan annually. | |
|
RESPOND TO CONCERNS REGARDING STRUCTURE AND SIZE OF CEO RETENTION AWARDS.
|
| | We have explained in this CD&A the CNG Committee’s and the Board’s rationale for the structure and size of the CEO retention awards. We also have included additional details regarding the CNG Committee’s and the Board’s intention that the equity-based retention awards were granted to our CEO in lieu of additional annual equity awards during the three-year transition period. Our CEO will not be eligible for future equity awards. | |
|
ENHANCE DISCLOSURE REGARDING CEO RETENTION AWARDS AND METRICS ASSOCIATED WITH THE PERFORMANCE-BASED COMPONENTS OF THE RETENTION AWARDS.
|
| | We included in this CD&A a description of the CEO retention awards and the metrics associated with the performance-based components of those awards. We also have explained the CNG Committee’s and the Board’s rationale for the retention awards and their vesting conditions. | |
| EXECUTIVE COMPENSATION | | |||
|
ENHANCE DISCLOSURE REGARDING OUR EXECUTIVE COMPENSATION PROGRAM AND HOW OUR CNG COMMITTEE ESTABLISHES PERFORMANCE METRICS.
|
| |
We have enhanced our compensation-related disclosure in this CD&A to provide further clarity on our executive compensation program and process, including how the performance metrics were established.
We continuously evaluate the pay for performance elements of our executive compensation program to determine whether compensation properly reflects our performance on a standalone basis and relative to peers.
|
|
|
ENHANCE RIGOR OF PERFORMANCE TARGETS.
|
| |
SHORT-TERM INCENTIVES. Our 2021 short-term incentive targets were based on and consistent with our annual financial plan, which was developed in the fourth quarter of 2020 and approved by the Board in February 2021. As more fully explained below under “2021 EIC Plan Performance Metrics, Weights, Targets, and Award Results,” the CNG Committee approved the 2021 short-term incentive targets at levels it believed were rigorous in light of the operating environment at the time and the expected performance levels forecasted for 2021, which anticipated the COVID-19 pandemic would continue to impact operating results.
In the fourth quarter of 2021, when the 2021 performance period was almost closed, the Company received stockholder feedback to review and enhance the rigor of our short-term incentive targets. Though we could no longer amend our 2021 targets at that time, the CNG Committee considered this important feedback and, in setting our 2022 short-term incentive targets in the first quarter of 2022, ensured that the structure and rigor of those targets were thoroughly evaluated and enhanced.
|
|
|
STOCKHOLDER FEEDBACK
|
| |
OUR RESPONSE
|
|
| | | |
As a result, all of our 2022 short-term incentive performance targets are more rigorous than the 2021 performance targets except for our efficiency ratio performance target. In determining our 2022 efficiency ratio performance target, we considered the impact of increased operating costs in connection with the two acquisitions we completed in 2021, along with the significant investments we are making related to our digital innovation strategy. We believe the 2022 efficiency ratio performance target is rigorously set, but also prioritizes important strategic considerations.
LONG-TERM INCENTIVES. In 2021, we revised our performance-based long-term incentive (“LTI”) metrics from return on average assets (“ROAA”), earnings per share (“EPS”), and relative total shareholder return (“TSR”) to (i) core pre-provision, pre-goodwill impairment, pre-tax net revenue (“PPNR”), and (ii) TSR, both of which are measured relative to peers and align with stockholder interests. The CNG Committee and Board believe that using relative-to-peer metrics also ensures pay and performance are appropriately aligned. In outreach with investors, positive comments were received on this change.
Our 2022 LTI awards use the same performance metrics as our 2021 LTI awards.
|
|
|
ENHANCE DISCLOSURE REGARDING STOCKHOLDER OUTREACH AND OUR RESPONSES TO STOCKHOLDER FEEDBACK.
|
| | We enhanced our disclosure in this CD&A regarding our stockholder outreach program and our responses to stockholder feedback. | |
| BOARD REFRESHMENT AND DIVERSITY | | |||
|
BALANCE NEED FOR BOARD REFRESHMENT WITH DESIRE FOR CONTINUITY AND INSTITUTIONAL KNOWLEDGE DURING CEO TRANSITION.
|
| | We recognize the importance of board refreshment, and, over the last few years, we have taken a phased approach to refreshment while maintaining continuity and avoiding undue disruptions from excessive turnover. In 2021, we onboarded two new directors, and three directors did not stand for re-election. In 2022, we anticipate adding a new director, and one director will retire. As a result, we believe we are striking a prudent balance between onboarding highly-qualified new directors and maintaining essential institutional knowledge through this critical CEO succession planning and transition process, as discussed above at “Our Directors — Board Refreshment.” | |
|
ENHANCE BOARD DIVERSITY.
|
| | Our CNG Committee has prioritized diversity in its board recruitment activities. We onboarded one new female director in 2021, and we anticipate adding a new diverse director in 2022. | |
| ESG | | |||
|
ENHANCE DISCLOSURE WITH RESPECT TO ESG MATTERS.
|
| |
We enhanced disclosure in this Proxy Statement regarding our ESG governance structure and initiatives.
In 2021, we published our first Corporate Social Responsibility Report. In 2022, we will rename our Corporate Social Responsibility Report and enhance ESG disclosures through the release of our 2022 ESG Report in April 2022.
|
|
| | ||||
|
BOARD CONSIDERATIONS
|
| | Although executing on our CEO succession plan is critical to our long-term success, we must continue to operate our business in a prudent manner that produces results for the Company and our stockholders. The CNG Committee and Board believe it is important that a meaningful portion of Mr. Wagner’s compensation be tied to our achievement of short-term quantitative performance goals. | |
|
RETENTION PACKAGE FEATURE
|
| |
At-Risk Annual Performance-Based Cash Incentive Bonus:
•
Targeted annual cash payout of 200% of annual base salary, as described more fully below in “Compensation Discussion and Analysis — Elements of Our Executive Compensation Program — Annual Cash Incentives — EIC Plan.”
•
Earned based on the level of achievement relative to the annual Executive Incentive Plan (“EIC Plan”) performance metrics set by the CNG Committee and the Board for all executive officers.
|
|
| | ||||
|
BOARD CONSIDERATIONS
|
| | In light of the anticipated three-year transition period, the CNG Committee felt that it was prudent to provide Mr. Wagner with certain long-term incentives to encourage strong financial performance relative to peers and to align the entire executive team’s long-term incentive goals. | |
|
RETENTION PACKAGE FEATURE
|
| |
At-Risk Performance-Based Restricted Stock Units (“PRSUs”):
•
234,000 performance-based restricted stock units.
•
Cliff vesting on February 28, 2024.
•
Vesting subject to continued service through December 31, 2023, and the achievement of certain relative-to-peer performance metrics during a three-year performance period, consistent with performance metrics applicable to other executive officers, as more fully described in “Compensation Discussion and Analysis — Elements of Our Executive Compensation Program — Long-Term Incentives — Equity Awards.”
•
Subject to a maximum payout equal to 100% of target (i.e., 234,000 restricted stock units), unlike other executive officers who have the ability to exceed 100% of target based on performance.
•
Unvested units forfeited if Mr. Wagner voluntarily resigns prior to December 31, 2023, or if the Company fails to achieve certain performance metrics during the performance period.
•
Mr. Wagner is not eligible for any future long-term incentive awards.
•
Double-trigger accelerated vesting following a change in control.
|
|
|
AWARD
|
| |
AWARD DESCRIPTION
|
| |
GOAL/PERFORMANCE METRIC
|
|
|
At-Risk Performance-Based Restricted Stock Award — Succession/Technology RSAs
|
| |
GRANT OF 234,000 SHARES OF RESTRICTED STOCK:
•
50% tied to Mr. Wagner’s successful implementation of a CEO succession and transition plan and a senior leadership development plan
•
25% tied to Mr. Wagner’s successful implementation of the digital innovation strategy
•
25% tied to satisfying the CNG Committee’s qualitative expectations for Mr. Wagner’s performance through each vesting date
Each above condition shall be assessed by the CNG Committee on a scale of 0 to 100%, as of the applicable vesting date.
|
| |
CEO SUCCESSION PLANNING AND TRANSITION AND SENIOR LEADERSHIP DEVELOPMENT GOALS
Various milestones relating to CEO succession and transition, including:
•
Constitution of CEO Succession Committee
•
Close coordination with third-party advisor to guide the succession process, including:
•
Enumeration of desired CEO attributes
•
Identification and recruitment of potential CEO candidates
•
Assessment of CEO candidates
•
Creation of development plans for internal CEO candidates
•
Mentorship of internal CEO candidates
|
|
|
AWARD
|
| |
AWARD DESCRIPTION
|
| |
GOAL/PERFORMANCE METRIC
|
|
| | | | | | |
•
Development and implementation of comprehensive transition plan for new CEO
•
Preparation of senior leadership team for CEO transition
•
Active engagement with successor CEO during transition process
Various milestones relating to senior leadership development, including:
•
Development and presentation of senior leadership development plan to Board for review at least annually
•
Implementation and execution of the senior leadership development plan, including succession planning for senior leadership positions
|
|
| | | | | | |
DIGITAL INNOVATION GOALS
•
Implementation of the “Vision 2025” digital innovation roadmap, including:
•
Prudent investment in innovative digital technologies
•
Enhanced data warehouse, data management, and data analytics capabilities
•
Enhancement of customers’ digital experience
|
|
| ALIGN WITH STOCKHOLDER INTERESTS | | | | |
|
Our executive officers’ interests should be aligned with the interests of our stockholders.
|
| |
•
Key components of executive compensation are earned only if certain financial objectives, which our Board and CNG Committee have identified as value-enhancing, are achieved.
•
Our executive stock ownership guidelines require our executive officers to accumulate and maintain a meaningful position in shares of our common stock to strengthen the alignment of their interests with those of long-term stockholders.
|
|
| PAY FOR PERFORMANCE | | | | |
|
Executive pay should be linked to achieving our long-term and short-term business goals.
|
| |
•
We provide incentive-based compensation in the form of annual cash and long-term, equity-based awards.
•
The CNG Committee annually establishes specific performance metrics that are linked to short- and long-term incentive compensation outcomes and performance relative to the industry and our peers.
•
Both short-term and long-term performance goals are focused on key financial metrics.
|
|
| ATTRACT AND RETAIN EXECUTIVE OFFICERS | | | | |
|
Our executive compensation program should attract and retain executive officers who are capable and motivated to help us continue to grow and prudently manage our business.
|
| |
•
Our CNG Committee reviews executive compensation levels paid by members of our peer group based on available data, as well as benchmarking data from our compensation consultant, with the dual goals of paying total compensation at a level commensurate with our performance relative to our peer group and rewarding our executives for achieving financial goals while maintaining discipline and prudence.
•
LTI compensation makes up a large portion of our executive compensation packages and 50% of the LTI compensation does not vest, if at all, for three years.
|
|
| MITIGATE RISK | | | | |
|
Our executive compensation program should mitigate undue risk.
|
| |
•
We believe that our executive compensation program is designed to balance risk and financial results in a manner that does not encourage imprudent risk-taking. Key design features include our clawback policy, restrictions against hedging and pledging of our stock, and maximum payout caps on annual and long-term incentives.
|
|
|
WHAT WE DO
|
| |
WHAT WE DO NOT DO
|
|
|
![]() Pay for performance―heavy emphasis on variable and/or “at-risk” compensation
![]() Align our executive compensation philosophy and financial objectives
![]() Maintain effective balance of short- and long-term incentives
![]() Have a CNG Committee composed solely of independent directors
![]() Retain an independent compensation consultant to advise our CNG Committee
![]()
Maintain anti-hedging and anti-pledging policies
![]() Have double-trigger equity award provisions in the event of a change in control
![]() Maintain clawback policy for executive officers’ incentive compensation
![]() Maintain stock ownership guidelines for executive officers
![]() Evaluate our peer group annually, based on industry and size
|
| |
![]() Reward executives for taking excessive, inappropriate or unnecessary risks
![]()
Other than the CEO retention package with Mr. Wagner, no employment agreements or contracts with Company executives
![]()
Provide Section 280G gross-up payments
![]()
Provide uncapped short-term incentive bonuses
![]()
Provide supplemental executive retirement plans
![]() Provide multi-year guaranteed salary increases or multi-year non- performance bonus arrangements
![]() Rely exclusively on total stockholder return as our only performance metric
|
|
|
![]() |
| |
![]() |
|
|
PEER GROUP
|
| ||||||
|
•
Bank OZK
•
BankUnited, Inc.
•
BOK Financial Corporation
•
Commerce Bancshares, Inc.
•
Cullen/Frost Bankers, Inc.
•
East West Bancorp, Inc.
•
Hancock Whitney Corporation
|
| |
•
Home BancShares, Inc.
•
Pinnacle Financial Partners, Inc.
•
Prosperity Bancshares, Inc.
•
Signature Bank
•
Simmons First National Corporation
•
Sterling Bancorp
|
| |
•
UMB Financial Corporation
•
Umpqua Holdings Corporation
•
Valley National Bancorp
•
Webster Financial Corporation
•
Western Alliance Bancorporation
•
Wintrust Financial Corporation
|
|
|
NEO
|
| |
2020 Base
Salary ($)(1) |
| |
2021 Base
Salary ($)(1) |
| |
% Change
|
| |||||||||
|
MATTHEW P. WAGNER
|
| | | | 1,000,000 | | | | | | 1,000,000 | | | | | | 0% | | |
|
BART R. OLSON(2)
|
| | | | — | | | | | | 550,000 | | | | | | — | | |
|
WILLIAM J. BLACK, JR.
|
| | |
|
800,000
|
| | | |
|
800,000
|
| | | |
|
0%
|
| |
|
CHRISTOPHER D. BLAKE
|
| | | | 575,000 | | | | | | 575,000 | | | | | | 0% | | |
|
MARK T. YUNG
|
| | | | 800,000 | | | | | | 800,000 | | | | | | 0% | | |
|
Position
|
| |
Target Award
|
| |||
|
CEO
|
| | |
|
200%
|
| |
|
COO
|
| | |
|
125%
|
| |
|
Other Executive Officers
|
| | |
|
100%
|
| |
| | | | | | |
Payout Factors
|
| | | | ||||||
|
Performance Metric
|
| |
Weight
|
| |
Threshold(1)
|
| |
Target
|
| |
Maximum
|
| |
Why We Use This Performance Metric
|
|
|
ROTCE
|
| |
50%
|
| |
50%
|
| |
100%(2)
|
| |
150%(2)
|
| |
•
Represents a key factor with respect to our long-term profitable growth and returns
|
|
|
Efficiency Ratio
|
| |
15%
|
| |
50%
|
| |
100%
|
| |
150%
|
| |
•
Represents our focus on profitability and controlling operating costs
|
|
|
Net Charge-Off Ratio
|
| |
20%
|
| |
50%
|
| |
100%
|
| |
150%
|
| |
•
Represents the performance of our loan portfolio and reflects our asset quality
|
|
|
Average Loans
|
| |
15%
|
| |
50%
|
| |
100%
|
| |
150%
|
| |
•
Represents strategic and organic asset growth
|
|
|
Pre-Tax CORE ROTCE Attainment
Relative to Compensation Peer Group |
| |
Guideline for
Adjusted ROTCE Payout Factor |
|
|
75%
|
| |
Up to 125%
|
|
|
80%
|
| |
Up to 150%
|
|
|
85%
|
| |
Up to 175%
|
|
|
90%
|
| |
Up to 200%
|
|
|
Performance Metrics
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Actual
Results |
| |
Metric
Weight |
| |
Payout
Factor |
| |
Weighted
Achievement |
| ||||||||||||
|
ROTCE
|
| | | | 12.24% | | | | | | 15.30% | | | |
18.36%
|
| |
24.41%
|
| |
50%
|
| | | | 190% | | | | | | 95.0% | | |
|
Efficiency Ratio
|
| | | | 50.07% | | | | | | 46.79% | | | |
43.51%
|
| |
46.90%
|
| |
15%
|
| | | | 98.1% | | | | | | 14.7% | | |
|
Net Charge-Off Ratio
|
| | | | 0.90% | | | | | | 0.60% | | | |
0.30%
|
| |
(0.01)%
|
| |
20%
|
| | | | 150.0% | | | | | | 30.0% | | |
|
Average Loans
|
| | | $ | 19,411 | | | | | $ | 20,012 | | | |
$20,612
|
| |
$19,762
|
| |
15%
|
| | | | 79.0% | | | | | | 11.9% | | |
| | | | | | | | | | | | | | | | | | |
Total Weighted Achievement
|
| | | | 151.6% | | |
|
NEO
|
| |
Target 2021 Cash Incentive
($) |
| |
Actual Cash Incentive Paid
Based on 2021 Performance ($) |
| ||||||
|
Matthew P. Wagner
|
| | | $ | 2,000,000 | | | | | $ | 3,032,000 | | |
|
Bart R. Olson
|
| | | $ | 550,000 | | | | | $ | 833,800 | | |
|
William J. Black, Jr.
|
| | |
$
|
800,000
|
| | | |
$
|
1,212,800
|
| |
|
Christopher D. Blake
|
| | | $ | 575,000 | | | | | $ | 871,700 | | |
|
Mark T. Yung
|
| | | $ | 1,000,000 | | | | | $ | 1,516,000 | | |
|
TIME-BASED RESTRICTED STOCK AWARDS
|
| |||
|
![]() |
| |
•
50% of the target LTI award for each executive officer, other than CEO. For further information regarding the amount of CEO TRSA compensation, see “Compensation Discussion and Analysis — Strategic CEO Succession and Transition Plan”
•
Time-based vesting
•
Vest ratably over four years
•
Purpose: Reward and retain executive officers
|
|
|
PERFORMANCE-BASED RESTRICTED STOCK UNITS
|
| |||
|
![]() |
| |
•
50% of the target LTI award for each executive officer, other than CEO. For further information regarding the amount of CEO PRSU compensation, see “Compensation Discussion and Analysis — Strategic CEO Succession and Transition Plan”
•
Performance-based vesting
•
Three-year performance period
•
Vesting conditioned upon achievement of PPNR and TSR performance goals relative to peers
•
Purpose: Create a substantial incentive for executive officers to achieve strategic and long-term financial goals relative to peers, align executive officer interests with stockholder interests, and reward and retain executive officers
|
|
|
Performance Metrics
|
| |
Weight
|
| |
Why We Use This Performance Metric
|
|
|
PPNR
|
| |
65%
|
| |
•
Represents our core earnings capability
|
|
|
TSR
|
| |
35%
|
| |
•
Aligns executive officer and stockholder interests
|
|
|
NAMED EXECUTIVE OFFICER
|
| |
TARGET OPPORTUNITY
(AS A PERCENTAGE OF BASE SALARY) |
| |
DATE OF GRANT
|
| |
TARGET
PRSUS (#)(1) |
| |
TRSAS
(#)(2) |
| |
SUCCESSION/
TECHNOLOGY RSAS (#) |
| |
TOTAL TARGET
EQUITY GRANT (#) |
| ||||||||||||||||||
|
MATTHEW P. WAGNER
|
| | | | N/A(3) | | | | | | 1/29/2021 | | | | | | 234,000 | | | | | | 234,000 | | | | | | 234,000 | | | | | | 702,000 | | |
|
BART R. OLSON
|
| | | | 200% | | | | | | 2/17/2021 | | | | | | 13,094 | | | | | | 15,345 | | | | | | — | | | | | | 28,439 | | |
|
WILLIAM J. BLACK, JR.
|
| | | | 150% | | | | | | 2/17/2021 | | | | | | 15,713 | | | | | | 18,414 | | | | | | — | | | | | | 34,127 | | |
|
CHRISTOPHER D. BLAKE
|
| | | | 150% | | | | | | 2/17/2021 | | | | | | 11,294 | | | | | | 13,235 | | | | | | — | | | | | | 24,529 | | |
|
MARK T. YUNG
|
| | | | 200% | | | | | | 2/17/2021 | | | | | | 20,951 | | | | | | 24,552 | | | | | | — | | | | | | 45,503 | | |
|
Position
|
| |
Minimum Ownership of Common Stock
(Multiple of Base Salary) |
| |||
|
CEO
|
| | |
|
5.0x
|
| |
|
Other NEOs
|
| | |
|
3.0x
|
| |
|
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 ($) |
| |
TOTAL
($) |
| |||||||||||||||||||||||||||
|
MATTHEW P. WAGNER
President and Chief Executive Officer
|
| | | | 2021 | | | | | $ | 1,015,385 | | | | | | — | | | | | $ | 20,852,676 | | | | | | — | | | | | $ | 3,032,000 | | | | | | — | | | | | $ | 535,730(2) | | | | | $ | 25,435,791 | | |
| | | 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 | | | |||
|
BART R. OLSON(3)
Executive Vice President, Chief Financial Officer
|
| | | | 2021 | | | | | $ | 525,000 | | | | | | — | | | | | $ | 1,097,878 | | | | | | — | | | | | $ | 833,800 | | | | | | — | | | | | $ | 91,814(4) | | | | | $ | 2,548,492 | | |
|
WILLIAM J. BLACK, JR.(5)
Executive Vice President, Strategy and Corporate Development
|
| | | | 2021 | | | | | $ | 812,308 | | | | | | — | | | | | $ | 1,317,461 | | | | | | — | | | | | $ | 1,212,800 | | | | | | — | | | | | $ | 180,669(6) | | | | | $ | 3,523,238 | | |
| | | 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 Community Banking Group |
| | | | 2021 | | | | | $ | 583,840 | | | | | | — | | | | | $ | 946,933 | | | | | | — | | | | | $ | 871,700 | | | | | | — | | | | | $ | 122,600(7) | | | | | $ | 2,525,073 | | |
| | | 2020 | | | | | $ | 554,167 | | | | | | — | | | | | $ | 797,743 | | | | | | — | | | | | $ | 185,520 | | | | | | — | | | | | $ | 132,375 | | | | | $ | 1,669,805 | | | |||
| | | 2019 | | | | | $ | 525,000 | | | | | | — | | | | | $ | 806,894 | | | | | | — | | | | | $ | 825,315 | | | | | | — | | | | | $ | 179,337 | | | | | $ | 2,336,546 | | | |||
|
MARK T. YUNG(8)
Executive Vice President, Chief Operating Officer
|
| | | | 2021 | | | | | $ | 812,308 | | | | | | — | | | | | $ | 1,756,627 | | | | | | — | | | | | $ | 1,516,000 | | | | | | — | | | | | $ | 146,876(9) | | | | | $ | 4,231,811 | | |
| | | 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 |
| |
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
(#) |
| ||||||||||||||||||||||||||||||||||||
|
MATTHEW P. WAGNER
|
| |
1/29/2021 — PPNR
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 152,100 | | | | | | 152,100 | | | | | | | | | | | $ | 4,591,899 | | |
| 1/29/2021 — TSR | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 81,900 | | | | | | 81,900 | | | | | | | | | | | $ | 2,131,857 | | | |||
| 1/29/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 234,000 | | | | | $ | 7,064,460 | | | |||
| 1/29/2021 — Succession / Technology |
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 234,000 | | | | | | 234,000 | | | | | | | | | | | $ | 7,064,460 | | | |||
| — | | | | | — | | | | | $ | 2,000,000 | | | | | $ | 3,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
BART R. OLSON
|
| | 2/17/2021 — PPNR | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 9,974 | | | | | | 19,948 | | | | | | | | | | | $ | 363,552 | | |
| 2/17/2021 — TSR | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 3,120 | | | | | | 6,240 | | | | | | | | | | | $ | 175,001 | | | |||
| 2/17/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,345 | | | | | $ | 559,325 | | | |||
| — | | | | | | | | | | $ | 550,000 | | | | | $ | 825,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
WILLIAM J. BLACK, JR.
|
| | 2/17/2021 — PPNR | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 11,969 | | | | | | 23,938 | | | | | | | | | | | $ | 436,270 | | |
| 2/17/2021 — TSR | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 3,744 | | | | | | 7,488 | | | | | | | | | | | $ | 210,001 | | | |||
| 2/17/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,414 | | | | | $ | 671,190 | | | |||
| — | | | | | — | | | | | $ | 800,000 | | | | | $ | 1,200,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
CHRISTOPHER D. BLAKE
|
| | 2/17/2021 — PPNR | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 8,603 | | | | | | 17,206 | | | | | | | | | | | $ | 313,579 | | |
| 2/17/2021 — TSR | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 2,691 | | | | | | 5,382 | | | | | | | | | | | $ | 150,938 | | | |||
| 2/17/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,235 | | | | | $ | 482,416 | | | |||
| — | | | | | — | | | | | $ | 575,000 | | | | | $ | 862,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
MARK T. YUNG
|
| | 2/17/2021 — PPNR | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 15,959 | | | | | | 31,918 | | | | | | | | | | | $ | 581,706 | | |
| 2/17/2021 — TSR | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 4,992 | | | | | | 9,984 | | | | | | | | | | | $ | 280,001 | | | |||
| 2/17/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,552 | | | | | $ | 894,920 | | | |||
| — | | | | | — | | | | | $ | 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
|
| | | | 291,563 | | | | | $ | 13,169,901 | | | | | | 547,821 | | | | | $ | 24,745,075 | | |
|
BART R. OLSON
|
| | | | 27,985 | | | | | $ | 1,264,082 | | | | | | 21,161 | | | | | $ | 955,842 | | |
|
WILLIAM J. BLACK, JR.
|
| | | | 92,114 | | | | | $ | 4,160,789 | | | | | | 15,713 | | | | | $ | 709,756 | | |
|
CHRISTOPHER D. BLAKE
|
| | | | 28,028 | | | | | $ | 1,266,025 | | | | | | 32,247 | | | | | $ | 1,456,597 | | |
|
MARK T. YUNG
|
| | | | 58,943 | | | | | $ | 2,662,455 | | | | | | 43,297 | | | | | $ | 1,955,725 | | |
| | | |
STOCK AWARDS
|
| |||||||||
|
NAMED EXECUTIVE OFFICER
|
| |
NUMBER OF SHARES ACQUIRED ON VESTING
(#) |
| |
VALUE REALIZED ON VESTING
($)(1) |
| ||||||
|
MATTHEW P. WAGNER
|
| | | | 40,984 | | | | | $ | 1,485,260 | | |
|
BART R. OLSON
|
| | | | 8,780 | | | | | $ | 318,187 | | |
| WILLIAM J. BLACK, JR. | | | |
|
36,850
|
| | | |
$
|
1,567,968
|
| |
|
CHRISTOPHER D. BLAKE
|
| | | | 9,710 | | | | | $ | 351,890 | | |
|
MARK T. YUNG
|
| | | | 23,304 | | | | | $ | 1,003,134 | | |
|
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 | | | | | $ | 6,000,000 | | | | | $ | 37,004,935 | | | | | $ | 44,097 | | | | | $ | 78,567 | | | | | $ | 46,127,599 | | |
|
Disability(7)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Death(7)
|
| | | | — | | | | | | — | | | | | $ | 37,914,975 | | | | | | — | | | | | | — | | | | | $ | 37,914,975 | | |
| BART R. OLSON | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Voluntary Termination
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Involuntary Termination(4)
|
| | | $ | 190,385 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 190,385 | | |
|
Termination without Cause or for Good
Reason after Change in Control(5)(6)(8) |
| | | $ | 1,100,000 | | | | | $ | 1,100,000 | | | | | $ | 2,440,637 | | | | | $ | 57,346 | | | | | $ | 28,912 | | | | | $ | 4,726,895 | | |
|
Disability(7)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Death(7)
|
| | | | — | | | | | | — | | | | | $ | 2,219,981 | | | | | | — | | | | | | — | | | | | $ | 2,219,981 | | |
| 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 | | | | | $ | 5,164,015 | | | | | $ | 57,200 | | | | | $ | 23,234 | | | | | $ | 8,444,449 | | |
|
Disability(7)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Death(7)
|
| | | | — | | | | | | — | | | | | $ | 4,870,546 | | | | | | — | | | | | | — | | | | | $ | 4,870,546 | | |
| 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 | | | | | $ | 2,694,797 | | | | | $ | 57,346 | | | | | $ | 41,756 | | | | | $ | 5,093,899 | | |
|
Disability(7)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Death(7)
|
| | | | — | | | | | | — | | | | | $ | 2,722,667 | | | | | | — | | | | | | — | | | | | $ | 2,722,667 | | |
| 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)(8) |
| | | $ | 1,600,000 | | | | | $ | 2,000,000 | | | | | $ | 4,943,224 | | | | | $ | 57,362 | | | | | $ | 22,972 | | | | | $ | 8,623,558 | | |
|
Disability(7)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Death(7)
|
| | | | — | | | | | | — | | | | | $ | 4,618,181 | | | | | | — | | | | | | — | | | | | $ | 4,618,181 | | |
|
![]() |
| |
The Board unanimously recommends a vote FOR the ratification of the appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ending December 31, 2022.
|
|
| | | |
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 |
| | |
|
13,386,501
|
| | | |
|
11.40%
|
| |
|
BlackRock, Inc.(3)
55 East 52nd Street New York, NY 10055 |
| | |
|
9,909,030
|
| | | |
|
8.44%
|
| |
|
FMR LLC(4)
245 Summer Street Boston, MA 02210 |
| | |
|
6,639,782
|
| | | |
|
5.65%
|
| |
| | | |
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
|
| | | | 228,329 | | | | | | * | | |
|
TANYA M. ACKER
|
| | | | 12,746 | | | | | | * | | |
|
PAUL R. BURKE
|
| | | | 42,479(2) | | | | | | * | | |
|
CRAIG A. CARLSON
|
| | | | 18,087 | | | | | | * | | |
|
C. WILLIAM HOSLER
|
| | | | 52,237 | | | | | | * | | |
|
POLLY B. JESSEN
|
| | | | 2,642 | | | | | | * | | |
|
SUSAN E. LESTER
|
| | | | 33,192 | | | | | | * | | |
|
ROGER H. MOLVAR
|
| | | | 24,784 | | | | | | * | | |
|
DANIEL B. PLATT
|
| | | | 17,867(3) | | | | | | * | | |
|
ROBERT A. STINE
|
| | | | 35,771(4) | | | | | | * | | |
|
PAUL W. TAYLOR
|
| | | | 2,212 | | | | | | * | | |
| NAMED EXECUTIVE OFFICERS: | | | | | | | | | | | | | |
|
MATTHEW P. WAGNER
|
| | | | 702,102(5) | | | | | | * | | |
|
BART R. OLSON
|
| | | | 23,599(6) | | | | | | * | | |
|
WILLIAM J. BLACK, JR.
|
| | | | 39,828(7) | | | | | | * | | |
|
CHRISTOPHER D. BLAKE
|
| | | | 65,306(8) | | | | | | * | | |
|
MARK T. YUNG
|
| | | | 50,673(9) | | | | | | * | | |
| ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (21 PERSONS) | | | |
|
1,473,135
|
| | | |
|
1.25%
|
| |
|
![]() |
| |
DATE AND TIME
Tuesday, May 10, 2022 at 2:30 p.m. Mountain Time |
| |
![]() |
| |
LOCATION
The Rally Hotel 1600 20th Street Wynkoop Ballroom Denver, CO 80202 |
| |
![]() |
| |
RECORD DATE
March 14, 2022 |
|
| PROPOSAL | | | | | |
BOARD
RECOMMENDATION |
| |
PAGE
REFERENCE |
|
|
PROPOSAL 1
|
| |
Election of Directors. To elect 11 nominees to the Company’s Board of Directors for a one-year term.
|
| |
FOR
each director nominee |
| |
8
|
|
|
PROPOSAL 2
|
| |
Advisory Vote on Executive Compensation. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
|
| |
FOR
|
| |
30
|
|
|
PROPOSAL 3
|
| |
Ratification of the Appointment of Independent Auditor. To ratify the appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ending December 31, 2022.
|
| |
FOR
|
| |
60
|
|
| | | | Other Business. To consider and act upon such other business and matters or proposals as may properly come before the Annual Meeting or any adjournments or postponements thereof. | | | |
|
BY INTERNET
|
| | Visit www.proxyvote.com | | |||
|
BY TELEPHONE
|
| |
Call toll-free 1-800-690-6903
|
| |||
|
BY MAIL
|
| |
Sign, date, and mail the enclosed proxy card in the postage-paid envelope provided.
|
| |||
|
BY MOBILE DEVICE
|
| |
Scan the following
QR Code: |
| |
![]() |
|
|
IN PERSON
|
| | If you plan to attend the Annual Meeting and wish to vote your shares in person, we will provide a ballot at the meeting. | |
| PROPOSAL | | | | | |
VOTE REQUIRED
|
| |
EFFECT OF
BROKER NON- VOTES |
| |
EFFECT OF
ABSTENTIONS |
| |
YOU MAY VOTE
|
|
|
PROPOSAL 1
|
| |
Election of Directors
|
| | Affirmative vote of a majority of the votes cast(1) | | |
No effect
|
| |
No effect
|
| |
For, Against or Abstain
|
|
|
PROPOSAL 2
|
| |
Advisory Vote on
Executive Compensation |
| | Majority of shares present and entitled to vote | | |
No effect
|
| |
Vote against
|
| |
For, Against or Abstain
|
|
|
PROPOSAL 3
|
| |
Ratification of the
Appointment of Independent Auditor |
| | Majority of shares present and entitled to vote | | |
N/A(2)
|
| |
Vote against
|
| |
For, Against or Abstain
|
|
|
BY INTERNET
|
| | Going to www.proxyvote.com and following the instructions for electronic delivery of information | | | | | |||
|
BY BROKER
|
| |
Contacting your brokerage firm, bank, or other similar organization that holds your shares
|
| | | |
| PROPOSAL | | | | | |
YOUR SHARES
WILL BE VOTED |
|
|
PROPOSAL 1
|
| |
Election of Directors
|
| |
FOR
each director nominee |
|
|
PROPOSAL 2
|
| | Advisory Vote on Executive Compensation | | |
FOR
|
|
|
PROPOSAL 3
|
| | Ratification of the Appointment of Independent Auditor | | |
FOR
|
|
|
BY MAIL
|
| | PacWest Bancorp Attention: Corporate Secretary 9701 Wilshire Boulevard, Suite 700 Beverly Hills, California 90212 |
|
|
BY INTERNET
|
| | Please send your request by email to: | | | investor-relations@pacwest.com | |
|
BY MAIL
|
| | Please write to the following address: | | | PacWest Bancorp Attention: Investor Relations 9701 Wilshire Boulevard, Suite 700 Beverly Hills, California 90212 |
|
|
BY TELEPHONE
|
| |
1-800-401-1957
|
| | | |
|
BY MAIL
|
| | EQ Shareowner Services P.O. Box 64874 St. Paul, Minnesota 55164-0874 |
| | | |
|
![]() |
| |
Enroll at www.proxyvote.com or scan the QR code.
|
|
|
Net earnings (loss) excluding goodwill impairment
|
| |
YEAR ENDED December 31,
|
| |||||||||||||||
| | | |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
| | |
(dollars in thousands)
|
| ||||||||||||||||
|
Net earnings (loss)
|
| | | $ | 606,959 | | | | | $ | (1,237,574) | | | | | $ | 468,636 | | |
|
Add: Goodwill impairment
|
| | | | — | | | | | | 1,470,000 | | | | | | — | | |
|
Net earnings (loss) excluding goodwill impairment
|
| | | $ | 606,959 | | | | | $ | 232,426 | | | | | $ | 468,636 | | |
|
Tangible Book Value Per
Share |
| |
December 31,
|
| |||||||||||||||||||||||||||||||||
| | | |
2021
|
| |
2020
|
| |
2019
|
| |
2014
|
| |
2007
|
| |
2000
|
| ||||||||||||||||||
| | |
(dollars in thousands, except per share data)
|
| ||||||||||||||||||||||||||||||||||
|
Stockholders’ equity
|
| | | $ | 3,999,630 | | | | | $ | 3,594,951 | | | | | $ | 4,954,697 | | | | | $ | 3,506,425 | | | | | $ | 1,138,352 | | | | | $ | 27,772 | | |
|
Less: Intangible assets
|
| | | | 1,450,693 | | | | | | 1,102,311 | | | | | | 2,587,064 | | | | | | 1,737,683 | | | | | | 805,775 | | | | | | — | | |
|
Tangible common equity
|
| | | $ | 2,548,937 | | | | | $ | 2,492,640 | | | | | $ | 2,367,633 | | | | | $ | 1,768,742 | | | | | $ | 332,577 | | | | | $ | 27,772 | | |
|
Book value per share
|
| | | $ | 33.45 | | | | | $ | 30.36 | | | | | $ | 41.36 | | | | | $ | 34.04 | | | | | $ | 40.65 | | | | | $ | 6.99 | | |
|
Tangible book value per share(1)
|
| | | $ | 21.31 | | | | | $ | 21.05 | | | | | $ | 19.77 | | | | | $ | 17.17 | | | | | $ | 11.88 | | | | | $ | 6.99 | | |
|
Shares outstanding
|
| | | | 119,584,854 | | | | | | 118,414,853 | | | | | | 119,781,605 | | | | | | 103,022,017 | | | | | | 28,002 | | | | | | 3,971 | | |
|
Return on Average Tangible
Equity |
| |
YEAR ENDED December 31,
|
| |||||||||||||||||||||||||||||||||
| | | |
2021
|
| |
2020
|
| |
2019
|
| |
2014
|
| |
2007
|
| |
2000
|
| ||||||||||||||||||
| | |
(dollars in thousands)
|
| ||||||||||||||||||||||||||||||||||
|
Net earnings (loss)
|
| | | $ | 606,959 | | | | | $ | (1,237,574) | | | | | $ | 468,636 | | | | | $ | 168,905 | | | | | $ | 90,326 | | | | | $ | 1,904 | | |
|
Add: Intangible asset amortization
|
| | | | 12,734 | | | | | | 14,753 | | | | | | 18,726 | | | | | | 6,268 | | | | | | 9,674 | | | | | | — | | |
|
Goodwill impairment
|
| | | | — | | | | | | 1,470,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Adjusted net earnings used for
return on average tangible equity |
| | | $ | 619,693 | | | | | $ | 247,179 | | | | | $ | 487,362 | | | | | $ | 175,173 | | | | | $ | 100,000 | | | | | $ | 1,904 | | |
|
Average stockholders’ equity
|
| | | $ | 3,808,019 | | | | | $ | 3,857,610 | | | | | $ | 4,864,332 | | | | | $ | 2,763,726 | | | | | $ | 1,178,867 | | | | | $ | 27,171 | | |
|
Less: Average intangible assets
|
| | | | 1,269,546 | | | | | | 1,470,989 | | | | | | 2,596,389 | | | | | | 1,342,286 | | | | | | 797,143 | | | | | | — | | |
|
Average tangible common equity
|
| | | $ | 2,538,473 | | | | | $ | 2,386,621 | | | | | $ | 2,267,943 | | | | | $ | 1,421,440 | | | | | $ | 381,724 | | | | | $ | 27,171 | | |
|
Return on average equity(1)
|
| | | | 15.94% | | | | | | (32.08)% | | | | | | 9.63% | | | | | | 6.11% | | | | | | 7.66% | | | | | | 7.01% | | |
|
Return on average tangible equity(2)
|
| | | | 24.41% | | | | | | 10.36% | | | | | | 21.49% | | | | | | 12.33% | | | | | | 26.20% | | | | | | 7.01% | | |
|
Pre-Tax Core Return on Average Tangible Equity
|
| |
YEAR ENDED
December 31, 2021 |
| |||
| | |
(dollars in thousands)
|
| ||||
|
Earnings before income taxes
|
| | | $ | 822,334 | | |
|
Less: Gains on sale of securities
|
| | |
|
1,615
|
| |
| Add: Non-recurring expense | | | |
|
9,415
|
| |
| Add: Intangible amortization | | | |
|
12,734
|
| |
|
Pre-tax core earnings
|
| | | $ | 842,868 | | |
|
Average tangible common equity
|
| | | $ | 2,538,473 | | |
| Pre-tax core return on average tangible equity(1) | | | |
|
33.2%
|
| |