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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 5, 2023
BANC OF CALIFORNIA, INC.
(Exact name of registrant as specified in its charter)
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| Maryland | 001-35522 | 04-3639825 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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3 MacArthur Place, Santa Ana, California | 92707 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (855) 361-2262
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | BANC | | New York Stock Exchange |
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 6, 2023, Banc of California, Inc. (the “Company”) and Banc of California, National Association (the “Bank”), a wholly owned subsidiary of the Company, announced the appointment of Joseph Kauder, age 55, as Executive Vice President and Chief Financial Officer, effective July 10, 2023.
Mr. Kauder has more than 30 years of experience in the banking and financial services industry, including more than 15 years in executive finance positions at Wells Fargo Corporation. Most recently, Mr. Kauder served as Executive Vice President and Chief Financial Officer for Wells Fargo’s Commercial Banking Segment, with over $200 billion in assets, and nearly $10 billion in revenue. Prior to that, Mr. Kauder was Chief Financial Officer and Chief Accounting Officer of the Wholesale Banking Segment with approximately $900 billion in assets and over $27 billion in revenue. Mr. Kauder’s career at Wells Fargo includes other senior leadership roles in finance, including as the Enterprise Accounting Business Unit Support Leader and the Director of Financial Oversight and Governance.
Prior to his time at Wells Fargo, Mr. Kauder served as Senior Vice President, Director of Accounting Policy at Wachovia Corporation. Mr. Kauder began his career at PricewaterhouseCoopers LLP and also held finance roles at GE Capital. Since his departure from Wells Fargo in 2021, Mr. Kauder has been involved with a series of ventures, including a start-up blockchain company and as an Industry Advisor for Armstrong Wolfe Ltd. Mr. Kauder is a licensed Certified Public Accountant (inactive) and also holds a B.S. in Business Administration from the University of North Carolina, Chapel Hill.
In connection with his appointment, Mr. Kauder and the Company entered into an employment agreement on July 5, 2023 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Kauder will receive an annual base salary of $500,000, which may be modified from time to time as determined by the Company’s management in its sole discretion. In addition, Mr. Kauder will be eligible to receive an annual bonus with an annual target bonus opportunity of 75% of the rate of annual base salary in effect (the “Target Bonus”). The actual annual bonus, which may be more or less than the Target Bonus, will depend on the bonus pool level set by the Company’s board of directors, the Company’s financial performance, the performance of his specific division or department during the applicable fiscal year, as well as his individual performance and level of contribution. Mr. Kauder will be eligible to receive a bonus for 2023 (the “2023 Bonus”), which shall be prorated to reflect his time in the position; provided, however, that the 2023 Bonus shall not be less than 75% of the prorated amount of the Target Bonus. The Company will also pay or reimburse Mr. Kauder for reasonable costs incurred for temporary housing for the first twelve months following his employment start date.
Mr. Kauder will also be eligible to participate in the Company’s equity incentive plan and receive long term incentive equity (“LTI”) awards on a periodic basis beginning in 2024 at the discretion of the Joint Compensation, Nominating and Governance Committee of the Company Board of Directors and the Bank Board of Directors (the “Compensation Committee”). Upon approval by the Compensation Committee, Mr. Kauder will be eligible to receive LTI awards with a target of 75% of the rate of the annual base salary, 50% of which will be restricted stock units and subject solely to service-based vesting conditions and 50% of which will be performance stock units subject to performance- and service-based vesting conditions. In addition, promptly following his employment start date, Mr. Kauder will be granted an inducement award $450,000 of restricted stock units, which will vest in equal annual installments over three years.
In the event of Mr. Kauder’s termination without “cause” or resignation with “good reason” (each as defined in the Employment Agreement), subject to the effectiveness of a release of claims, Mr. Kauder will be entitled to severance in the amount of 100% of annual base salary and 50% of Target Bonus, and Mr. Kauder’s inducement award will vest in full. In the event of such qualifying termination within two years following a change in control, Mr. Kauder will instead be entitled to severance in the amount of 200% of annual base salary and Target Bonus and all of Mr. Kauder’s outstanding equity awards will vest in full.
Mr. Kauder has no arrangement or understanding between him and any other person required to be disclosed pursuant to Item 401(b) of Regulation S-K and has no family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K.
On July 6, 2023, the Company issued a press release with respect to these matters. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Raymond Rindone, who has served as Interim Chief Financial Officer since March 31, 2023, will step down from that role effective July 10, 2023 and continue to serve as Executive Vice President, Deputy Chief Financial Officer and Chief Accounting Officer of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Banc of California, Inc. Press Release dated July 6, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 6, 2023
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| /s/ Ido Dotan |
| Ido Dotan |
Executive Vice President, General Counsel and
Corporate Secretary |
Banc of California Names Joseph Kauder Executive Vice President and Chief Financial Officer
Company Release – 7/6/23
SANTA ANA, Calif.--(BUSINESS WIRE)--Banc of California, Inc. (NYSE: BANC) (the “Company”), the holding company for Banc of California, N.A. (the “Bank”), today announced the appointment of Joseph Kauder as Executive Vice President and Chief Financial Officer of the Company and the Bank, effective July 10, 2023.
Mr. Kauder succeeds Executive Vice President and CFO Lynn Hopkins, who stepped down from the Company effective March 31, 2023. Raymond Rindone, the Company’s Deputy CFO and Chief Accounting Officer, will continue to serve as interim Chief Financial Officer until Mr. Kauder joins the Company.
“I am thrilled to have Joe join our executive leadership team,” said Jared Wolff, Chairman, President & CEO of Banc of California. “Joe is a proven finance leader who will bring his depth of experience to Banc of California and help us drive results and execute on our strategic initiatives. Like other senior executives at Banc of California, Joe has been where we are going and will be able to help us accelerate execution of our vision.”
Mr. Wolff added, “I want to thank Raymond Rindone for his significant contributions to the Company over the last several months as our interim CFO. He did a terrific job leading our finance team during a time of great uncertainty in banking, and he and Joe are going to be a top notch leadership team for our finance and accounting group.”
“I am excited to join the talented leadership team at Banc of California,” stated Mr. Kauder. “Few companies have been able to create so much positive change in such a short period of time. I look forward to contributing to the team, helping the Company to deliver excellent results and achieve success for the benefit of its employees, clients, shareholders and communities.”
Mr. Kauder has more than 30 years of experience in the banking and financial services industry, including more than 15 years in executive finance positions at Wells Fargo Corporation. Most recently, Mr. Kauder served as Executive Vice President and Chief Financial Officer for Wells Fargo’s Commercial Banking Segment, with over $200 billion in assets, and nearly $10 billion in revenue. Prior to that, Mr. Kauder was Chief Financial Officer and Chief Accounting Officer of the Wholesale Banking Segment with approximately $900 billion in assets and over $27 billion in revenue. Mr. Kauder’s career at Wells Fargo includes other senior leadership roles in finance, including as the Enterprise Accounting Business Unit Support Leader and the Director of Financial Oversight and Governance.
Prior to his time at Wells Fargo, Mr. Kauder served as Senior Vice President, Director of Accounting Policy at Wachovia Corporation. Mr. Kauder began his career at PricewaterhouseCoopers LLP and also held finance roles at GE Capital. Since his departure from Wells Fargo in 2021, Mr. Kauder has been involved with a series of ventures, including a start-up blockchain company and as an Industry Advisor for Armstrong Wolfe Ltd. Mr. Kauder is a licensed Certified Public Accountant (inactive) and holds a B.S. in Business Administration from the University of North Carolina, Chapel Hill.
About Banc of California, Inc.
Banc of California, Inc. (NYSE: BANC) is a bank holding company with $10.0 billion in assets at March 31, 2023 and one wholly-owned banking subsidiary, Banc of California, N.A. (the Bank). The Bank has 33 offices including 27 full-service branches located throughout Southern California. Through our dedicated professionals, we provide customized and innovative banking and lending solutions to businesses, entrepreneurs and individuals throughout
3 MacArthur Place Santa Ana, CA 92707 (949) 236-5250 www.bancofcal.com
California, and full stack payment processing solutions through our subsidiary Deepstack Technologies. We help to improve the communities where we live and work, by supporting organizations that provide financial literacy and job training, small business support and affordable housing. With a commitment to service and to building enduring relationships, we provide a higher standard of banking. We look forward to helping you achieve your goals. For more information, please visit us at www.bancofcal.com.
Forward-Looking Statement
This press release includes forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are necessarily subject to risk and uncertainty and actual results could differ materially from those anticipated due to various factors, including those set forth from time to time in the documents filed or furnished by Banc of California, Inc. with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements and Banc of California, Inc. undertakes no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made.
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Source: Banc of California, Inc. | |
| Investor Relations Inquiries: | |
| Banc of California, Inc. | |
| (855) 361-2262 | |
| Jared Wolff, (949) 385-8700 | |
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3 MacArthur Place Santa Ana, CA 92707 (949) 236-5250 www.bancofcal.com
