|
|
| |
We encourage all stockholders to voluntarily elect to receive all proxy materials electronically.
|
|
| | |
| | | | | ||||||||
| |
|
| | |
|
| | |
|
| |
| |
ELECTRONIC DELIVERY
The benefits of e-Delivery are:
•
you receive immediate and convenient access to the materials
•
you can help reduce our impact on the environment
•
you can help us to reduce our printing and mailing costs
|
| | |
SCAN THE QR CODE
To vote using your mobile device, sign up for e-delivery or download annual meeting materials.
Please have your control number available.
|
| | |
2024 ANNUAL MEETING
Monday, May 13, 2024 at
9:00 a.m., Pacific Standard Time |
| |
| | | | |
| |
OUR ENVIRONMENTAL IMPACT
Our E-Delivery initiative has helped result in the elimination of many sets of paper proxy materials from being produced and mailed. This helps reduce our environmental footprint in the following ways:
|
| | ||||||||||||||||||||
| |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| |
| |
Saving wood and trees
|
| | |
Saving BTU’s
|
| | |
Reducing CO2 emissions
|
| | |
Conserving water
|
| | |
Reducing solid waste
|
| | |
Reducing hazardous air pollutants
|
| |
| | For further information about the environmental impacts of saving paper, you can visit www.papercalculator.org. | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 6 | | | |
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting | | | | | 6 | | |
| | | | | 7 | | | |
| | | | | 9 | | | |
| | | | | 10 | | | |
| | | | | 12 | | | |
| | | | | 12 | | | |
| | | | | 12 | | | |
| | | | | 13 | | | |
| | | | | 13 | | | |
| | | | | 18 | | | |
| | | | | 27 | | | |
| | | | | 32 | | | |
| | | | | 39 | | | |
| | | | | 40 | | | |
| | | | | 43 | | | |
| | | | | 45 | | | |
| | | | | 46 | | | |
| | | | | 47 | | | |
| PROPOSAL NO. 2 — ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION | | | | | 48 | | |
| | | | | 49 | | | |
| | | | | 52 | | |
| | | | | 54 | | | |
| | | | | 55 | | | |
| | | | | 57 | | | |
| | | | | 58 | | | |
| | | | | 66 | | | |
| | | | | 67 | | | |
| | | | | 68 | | | |
| | | | | 69 | | | |
| | | | | 70 | | | |
| | | | | 71 | | | |
| | | | | 72 | | | |
| | | | | 72 | | | |
| Employment Agreements, Salary Continuation Plans, Severance, and Change-in-Control Payments | | | | | 73 | | |
| | | | | 75 | | | |
| | | | | 77 | | | |
| PROPOSAL NO. 3 — ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON OUR EXECUTIVE COMPENSATION | | | | | 81 | | |
| PROPOSAL NO. 4 — RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 | | | | | 82 | | |
| | | | | 84 | | | |
| | | | | 85 | | | |
| | | | | 87 | | | |
| | | | | 88 | | | |
| | | | | 89 | | | |
| | | | | 89 | | |
|
2023 PERFORMANCE AND PROXY STATEMENT
SUMMARY |
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Meeting
|
| |
Date
|
| |
Time
|
| |
Location
|
| |
Record Date
|
| |
Stock Information
|
|
|
Annual Stockholders
Meeting |
| |
Monday, May 13, 2024
|
| |
9:00 a.m., Pacific Time
|
| |
17901 Von Karman Avenue,
Suite 1200, Irvine, California 92614 |
| |
Close of Business on
March 18, 2024 |
| |
Symbol: PPBI
Exchange: NASDAQ Global Select Common Stock Outstanding as of the Record Date: 96,475,096 |
|
|
Items of Business
|
| | Board Recommendation |
| | More Information |
| ||||||
|
Proposal 1
|
| |
Election of Directors
|
| |
|
| |
FOR each director nominee
|
| |
Page 13
|
|
|
Proposal 2
|
| |
Advisory resolution to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the accompanying Proxy Statement
|
| |
|
| |
FOR approval
|
| |
Page 48
|
|
|
Proposal 3
|
| |
Advisory resolution to approve, on a non-binding basis, the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers
|
| |
|
| |
FOR one year
|
| |
Page 81
|
|
|
Proposal 4
|
| |
Ratification of Deloitte & Touche LLP’s appointment as our independent auditor for the year ending December 31, 2024
|
| |
|
| |
FOR ratification
|
| |
Page 82
|
|
How to Vote Your Shares
|
| |||||||||||||||
|
| | | | |
|
| | | | |
|
| | | |
Online
|
| | www.proxyvote.com | | |
By Phone
|
| | Call the number at the top of your proxy card | | |
By Mail
|
| | Complete, sign, date, and return your proxy card in the envelope provided | |
| |
We are providing stockholders an opportunity to listen to the Annual Meeting via telephone. You can access this option by dialing 866-290-5977 immediately prior to the start time for the Annual Meeting and asking to be joined into the Pacific Premier Bancorp, Inc. call.
Stockholders accessing the meeting via telephone will not be able to vote their shares of common stock via telephone during the Annual Meeting. As a result, if you plan to listen to the Annual Meeting via telephone, it is important that you vote your proxy prior to the Annual Meeting. For details on how to vote your proxy, please refer to “Meeting and Other Information — How to Vote” on page 86 of this Proxy Statement.
|
| |
|
Proposal
|
| |
Vote Required
|
| |
Broker
Non-Votes Allowed |
| |
Abstentions
|
| |
You May Vote
|
|
|
Proposal 1 Election of Directors
|
| |
Majority of Votes Cast*
|
| |
No
|
| |
No Effect
|
| |
FOR, AGAINST, or
ABSTAIN |
|
|
Proposal 2 Advisory Vote on Approval of Named Executive Officer Compensation
|
| |
Majority of Votes Cast
|
| |
No
|
| |
No Effect
|
| |
FOR, AGAINST, or
ABSTAIN |
|
|
Proposal 3 Advisory Vote on Frequency of Stockholder Advisory Votes on
Named Executive Officer Compensation |
| |
Majority of Votes Cast
|
| |
No
|
| |
No Effect
|
| |
1 YEAR, 2 YEARS,
3 YEARS, OR ABSTAIN |
|
|
Proposal 4 Ratification of Independent Auditor
|
| |
Majority of Votes Cast
|
| |
Yes
|
| |
No Effect
|
| |
FOR, AGAINST, or
ABSTAIN |
|
| | Our Notice of Meeting and Proxy Statement and the 2023 Annual Report are available on the Internet at www.proxyvote.com and from our corporate website at www.ppbi.com under the “Investors” section. Information on this website, other than the Proxy Statement, is not a part of the enclosed Proxy Statement. | | |
|
74%
|
| |
56%
|
| |
Top 25 Institutional Investors
|
|
|
Proactive outreach to stockholders
representing 74% of voting shares |
| |
Investors holding 56% of outstanding
shares engaged in calls with the Lead Independent Director, Board Chair and Chief ESG and Corporate Responsibility Officer |
| |
Institutional investors contacted during
2023 Stockholder Outreach Campaign |
|
|
FEEDBACK THEMES
|
| | |
ACTIONS IMPLEMENTED
|
|
| THEME 1: ENVIRONMENT AND CLIMATE | | | | | |
| ESG Journey. Investors recognized the Company’s continued disclosure of ESG initiatives aligned with the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-related Financial Disclosures (“TCFD”) frameworks, which are our stockholders’ preferred frameworks. | | | | Enhanced our ESG program with new disclosures in the 2023 CSR Report, building on the previous disclosures and continuing to address elements of the SASB and TCFD frameworks. See the 2023 CSR Report. | |
| GHG Emissions. Investors appreciated the Company’s development of clear ESG disclosures. | | | | We updated our public disclosures of Scope 1 and Scope 2 GHG emissions to include 2023. | |
| Data Integrity. Investors discussed the importance of data integrity and controls around ESG reporting. Investors asked about the ESG data capture process, including the role of automation and the utilization of third-party vendors versus using internal resources. | | | | As part of our efforts to enhance the data capture process, we integrated ESG data capture into our enterprise-wide governance, risk and compliance platform. We utilize third party vendors, and continue to develop internal controls to ensure data integrity. Please see the 2023 CSR Report. | |
|
Risk Oversight and Climate. Investors asked about risk oversight in the area of climate risk, including potential lending exposure in industries that are particularly impacted, namely, carbon-intensive industries.
Investors asked about our climate risk evaluation process in commercial underwriting, specifically about natural disasters among California-based customers. An investor asked about exposure to fire and flood. |
| | |
For a high-level statement regarding the Company’s potential lending exposure to industries that are particularly impacted by climate risk, please see page 17 of our 2023 Annual Report.
For a discussion about the internal climate-related credit risk management process, please see the 2023 CSR Report.
|
|
| THEME 2: SOCIAL AND HUMAN CAPITAL | | | | | |
| Community Outreach and Financial Inclusion. Investors asked about our community outreach programs broadly, and asked about our efforts related to financial inclusion in our communities. | | | | We expanded disclosure related to community outreach and financial inclusion in our 2023 CSR Report. | |
| Employee Engagement. Investors asked about the employee engagement program and its frequency. Investors asked about the results and learnings from the employee engagement survey | | | | Enhanced disclosure around our employee engagement program, including our most recent engagement survey, are included in our 2023 Annual Report and 2023 CSR Report. | |
|
FEEDBACK THEMES
|
| | |
ACTIONS IMPLEMENTED
|
|
| THEME 3: BOARD OF DIRECTORS MATTERS | | | | | |
| Board Oversight. Investors asked about the Board’s oversight role in several key areas, including capital management, enterprise risk management, and environmental and social initiatives. | | | | We have expanded our disclosures related to Board oversight in several key areas, including enterprise risk management, cybersecurity and environmental and social initiatives. Please see pages 33-35 and 39-42 of this Proxy Statement. See also page 36 for a summary of director engagement outside of the Board room. | |
| Board Refreshment. Investors inquired about the process for identifying needed skillsets and ensuring those skillsets are reflected in the Board’s composition. Investors asked about board term limitations, succession planning and overall structure of director tenure. | | | | Please see pages 14-15 of this Proxy Statement for an explanation of our process around identifying needed skillsets and efforts to ensure those skills are reflected in the Board’s composition. Our policy regarding term limitations is discussed on page 14 of this Proxy Statement, and our Nominating and Governance Committee regularly reviews this policy. | |
|
Best Practices; Education and Training. Investors discussed director over boarding asked about policies related to our directors participating as directors of other public companies.
One investor suggested enhanced disclosures around board education, training, and engagement for new directors.
|
| | |
Our Governance Policy provides that our directors may serve on the board of directors of no more than three additional public companies. Our director skills matrix, on page 13 of this Proxy Statement, includes information on outside public company board service.
We provided additional disclosure about our Director continuing education program and processes on page 15 of this Proxy Statement.
|
|
| THEME 4: EXECUTIVE COMPENSATION | | | | | |
| Peer Weighted Incentives. Investors provided favorable feedback that the Company’s STI metrics, not just LTI metrics, are weighted relative to peers. | | | | We appreciate the positive feedback. For 2023, we maintained return on average assets relative to the KRX index as a performance metric. Please see pages 59-61 of this Proxy Statement. | |
| Incentive Compensation Metrics. Investors asked about possible updates to STI and LTI metrics, particularly whether STI metrics are being updated to have more of a risk mitigation focus given the given unique industry challenges during 2023. | | | | Our Compensation Committee adopted revised STI metrics for 2023, including a strategic objectives element that incorporated elements of risk mitigation and an emphasis on social initiatives including diversity, equity and inclusion. See pages 59-61 of this Proxy Statement. | |
| THEME 5: ENTERPRISE RISK MANAGEMENT | | | | | |
| Liquidity, Interest Rate and Credit Risk. Investors asked about the process for managing interest rate, liquidity and credit risk given the challenging industry environment in 2023, including how we approach the tradeoff between growth and risk management given our strong capital position. | | | | For information on our management of liquidity, interest rate and credit risk, please see our Investor Presentations for the fourth quarter of 2023 and the first quarter of 2024. Please also see the description of our business on pages 5-18 of our 2023 Annual Report. | |
|
2023 ACCOMPLISHMENTS
|
|
| Relaunched FreshStart checking account to meet the needs of unbanked and underbanked individuals, promoting financial inclusion and accessibility | |
| Disclosed Scope 1 and Scope 2 emissions | |
| Sourced 38% of electricity at a key Headquarters building in Irvine from renewable resources | |
| Achieved the highest level of volunteer and community engagement hours, totaling 10,800+, highlighting dedication to community involvement and social responsibility | |
| Improved employee engagement with Gallup survey surpassing average participation rates at 91% | |
| Formed Women in Leadership group focused on mentoring high-performing future women leaders in the bank, promoting gender diversity and empowerment | |
| Established formal Supplier Diversity Council to explore opportunities for diverse suppliers to participate in our procurement process | |
| Materially reduced purchase of single-use cups, plates, and utensils in our offices | |
| | | | | | | | | | | | |
COMMITTEE MEMBERSHIPS AT DECEMBER 31, 2023
|
| |||||||||
|
Name
|
| |
Age
|
| |
Director
Since |
| |
Independent
|
| |
Audit
|
| |
Compensation
|
| |
Nominating/
Governance |
| |
Enterprise
Risk |
|
|
Ayad A. Fargo
|
| |
63
|
| |
2016
|
| |
|
| | | | |
●
|
| |
●
|
| | | |
|
Steven R. Gardner, Chair, CEO & President
|
| |
63
|
| |
2000
|
| | | | | | | | | | | | | | | |
|
Stephanie Hsieh
|
| |
55
|
| |
2022
|
| |
|
| | | | |
●
|
| | | | |
●
|
|
|
Jeffrey C. Jones
|
| |
69
|
| |
2006
|
| |
|
| |
●
|
| |
●
|
| |
●
|
| | | |
|
Rose E. McKinney-James
|
| |
71
|
| |
2022
|
| |
|
| | | | | | | |
●
|
| |
●
|
|
|
M. Christian Mitchell, Lead Independent Director
|
| |
69
|
| |
2018
|
| |
|
| |
●
|
| | | | |
●
|
| |
●
|
|
|
George M. Pereira
|
| |
59
|
| |
2021
|
| |
|
| |
●
|
| | | | | | | |
●
|
|
|
Barbara S. Polsky
|
| |
69
|
| |
2019
|
| |
|
| | | | |
●
|
| |
●
|
| |
●
|
|
|
Zareh H. Sarrafian
|
| |
60
|
| |
2016
|
| |
|
| |
●
|
| | | | |
●
|
| | | |
|
Jaynie M. Studenmund
|
| |
69
|
| |
2019
|
| |
|
| | | | |
●
|
| | | | |
●
|
|
|
Richard C. Thomas
|
| |
75
|
| |
2020
|
| |
|
| |
●
|
| | | | | | | |
●
|
|
|
●
|
| | Committee Chairperson | | |
●
|
| | Committee Member | |
|
Board Independence
|
| | |
Board Practices
|
| | |
Board Accountability
|
| | |
Stockholder Alignment
|
|
|
•
Lead Independent Director provides robust independent oversight
•
All directors are independent except for CEO
•
100% independent Board committees; 50% of Chairs with gender or ethnic diversity
•
Independent directors conduct regular executive sessions led by the Lead Independent Director
•
Board and committee ability to hire outside advisors, independent of management
|
| | |
•
Annual Board, committee, and director assessments
•
Risk oversight and strategic planning by full Board and committees
•
Outside public board service limited to three additional boards
•
Board has direct access to all of our senior executive officers
•
Independent directors evaluate CEO performance and approve CEO and NEO compensation
|
| | |
•
Annual election of all directors
•
Majority vote for uncontested elections
•
Stockholders have the ability to call a special meeting with 10% support
•
Stockholder engagement program with feedback incorporated into Board deliberations
•
One class of outstanding capital stock with equal voting rights
|
| | |
•
Robust stock ownership guidelines for all Directors and Named Executive Officers
•
Clawback policy for both cash and equity incentives refreshed in November 2023
•
Maintain restrictions on hedging and pledging shares of our stocks
•
Double-trigger acceleration of equity vesting provisions in place for change in control
|
|
| | | | |
Our Compensation Philosophy
|
| | | | | | | 2023 Executive Compensation Highlights | | | | | | |||
| | | | |
Alignment with
Stockholder Interests |
| |
•
Executive compensation is tied to financial performance and achievement of strategic goals
•
Stock ownership requirements
•
Disincentives for excessive risk-taking
|
| | | | | | |
2023 Say-on-Pay Results: 98% approval of compensation program
Stockholder Outreach: Continued formal stockholder outreach program, which included outreach to institutional holders representing approximately 74% of outstanding shares and meetings held with investors holding 56% of outstanding shares
CEO Variable and “At Risk” Pay: Approximately 82% of CEO’s total compensation
Long-Term Incentives:
•
50% time-based restricted stock
•
50% performance-based RSUs
Maintained disciplined approach to compensation governance and best practices: Our Compensation Committee regularly reviews our compensation practices and policies to ensure they further our executive compensation philosophy and reduce unnecessary risk
|
| | | | |
| | | | | | | | | | | | | | | | | | ||||
| | | | |
Pay for
Performance |
| |
•
Focus on both short-term and long-term performance
•
Compensation is tied to financial metrics that further our strategic plan
•
Performance is evaluated based on stockholder value, profitability, and risk management
|
| | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | ||||
| | | | |
Attract and
Retain Key Executives |
| |
•
Peer group benchmarking ensures pay is competitive in the market
•
Executives must remain with the Company to earn incentive compensation.
|
| | | | | | | | |
|
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
|
|
|
➢
Industry experience, particularly in banking and our client industries;
➢
Functional, technical, or other professional expertise;
➢
Gender and age;
➢
Racial/ethnic background; and
➢
Geographic diversity.
Our stockholders may propose director candidates for consideration by the Nominating and Governance Committee by submitting the individual’s name and qualifications to our Corporate Secretary at 17901 Von Karman Avenue, Suite 1200, Irvine, CA 92614 in accordance with, and with such other information as may be required by, our Bylaws. Our Nominating and Governance Committee will consider all director candidates properly submitted by our stockholders in accordance with our Bylaws and Governance Policy.
|
| | |
|
|
|
BOARD DIVERSITY MATRIX (AS OF MARCH 18, 2024)*
|
| ||||||||||||
|
Total Number of Directors
|
| |
12
|
| |||||||||
| | | |
Male
|
| |
Female
|
| |
Non-Binary
|
| |
Undisclosed
Gender |
|
|
Number of Directors based on gender identity
|
| |
7
|
| |
4
|
| |
—
|
| |
1
|
|
|
Number of Directors who identify in any of the categories below:
|
| | | | | | | | | | | | |
|
African American or Black
|
| |
—
|
| |
1
|
| |
—
|
| |
—
|
|
|
Asian
|
| |
—
|
| |
1
|
| |
—
|
| |
—
|
|
|
Hispanic or Latinx
|
| |
1
|
| |
—
|
| |
—
|
| |
—
|
|
|
White
|
| |
6
|
| |
2
|
| |
—
|
| |
1
|
|
Steven R. Gardner
|
| | | |
Age: 63
Director Since: 2000
Chairman, CEO, and President of Pacific Premier Bancorp, Inc.
Chairman and CEO of Pacific Premier Bank
|
| |
Biography:
Mr. Gardner has served as President, Chief Executive Officer and a director of the Company and as the Chief Executive Officer and a director of the Bank since 2000. In addition, he served as the Bank’s President from 2000 until 2016. Mr. Gardner became Chair of the Boards of Directors of the Company and the Bank in May 2016. He has more than 35 years of experience as a commercial banking executive, and has extensive knowledge of all facets of financial institution management. Having completed 11 acquisitions of whole banks, specialty finance lines of business and FDIC failed banks, Mr. Gardner is an expert in all areas of mergers and acquisitions as well as capital market transactions.
Prior to joining the Company, Mr. Gardner was an executive officer of Hawthorne Financial Corporation since 1997, responsible for all credit administration and portfolio management. He has served in senior management positions at both commercial banks and thrift institutions.
Other Directorships and Positions
•
Director, Federal Reserve Bank of San Francisco (2013-2019)
•
Director and Chairman of the Finance Committee, Federal Home Loan Bank of San Francisco (2014-2017; Chairman of Finance Committee 2015-2016)
•
Vice Chairman, Federal Reserve Bank of San Francisco’s Community Depository Institutions Advisory Council (2011-2013)
•
Director and Member, Executive Committee of the Independent Community Bankers of America (“ICBA”) (2011-2013)
•
Director, ICBA Holding Company and ICBA Securities, a registered broker-dealer (2009-2014)
Education
•
Bachelor’s degree from California State University, Fullerton
•
Graduate school at California State University, Long Beach
Director Qualification Highlights
•
Extensive leadership experience as the Company’s current Chairman, CEO, and President and prior executive management roles
•
Expert experience in areas of mergers and acquisitions as well as capital market transactions
|
|
M. Christian Mitchell
|
| | | |
|
| |
Biography:
Mr. Mitchell was appointed to serve as a member of the Boards of Directors of the Company and the Bank in 2018, and currently serves as the Lead Independent Director. Mr. Mitchell serves as a Senior Advisor to Marshall & Stevens, a national valuation and financial advisory firm. Mr. Mitchell is a retired Deloitte senior partner, where he served as the national managing partner for the firm’s Mortgage Banking/Finance Companies practice and was a founding member of the board of directors of Deloitte Consulting USA, among other leadership roles. Prior to the acquisition of Grandpoint Capital, Inc., Mr. Mitchell served as Lead Independent Director and chaired the Audit and Risk Committees for Grandpoint Capital, Inc.
Mr. Mitchell taught as an adjunct Accounting Professor at the University of Redlands from 2006 through May 2010 and a guest lecturer from 2010 to 2017. Mr. Mitchell is a member of the Board of Visitors for the University of Alabama Culverhouse College of Business.
Other Directorships and Positions
•
Director, AG Mortgage Investment Trust, Inc. (NYSE: MITT), a residential mortgage REIT with a focus on investing in a diversified risk-adjusted portfolio of residential mortgage-related assets in the U.S. mortgage market. MITT is externally managed by an affiliate of Angelo, Gordon & Co., L.P. (TPG Angelo Gordon), a diversified credit and real estate platform within TPG (2023-present)
•
Director, Parsons Corporation (NYSE: PSN), a global technology-enabled solutions provider to the defense, intelligence, and critical infrastructure markets, Chair of the Audit & Risk Committee, and member of the Corporate Governance & Responsibility Committee (2013-present)
•
In addition, Mr. Mitchell sits on the Board of Directors of Huntington Health Systems, an affiliate of Cedars Sinai Health Systems, where he serves as Chair of the Audit and Compliance Committees and sits on the Executive and Finance Committees (2018-present)
Education
•
Bachelor’s degree in accounting from University of Alabama, graduating summa cum laude
Director Qualification Highlights
•
Named to 2011 and 2012 NACD Directorship 100 for “exemplary board leadership, oversight and courage”
•
Extensive experience as a director of multiple public and private companies
•
Career-long audit and financial expertise in numerous industries
|
|
Independent Lead Director
Board Committee(s):
Audit (Chair)
Enterprise Risk Nominating and Governance |
| |||
Age: 69
Director Since: 2018
Retired Senior Partner of Deloitte
|
|
Ayad A. Fargo
|
| | | |
|
| |
Biography:
Mr. Fargo has served as the President of Biscomerica Corporation, a food manufacturing company based in Rialto, California, since 1980. Biscomerica serves all classes of trade globally within the food industry, manufacturing and co-packing a wide range of products for various Fortune 500 companies. Mr. Fargo was appointed to serve as a member of the Boards of Directors of the Company and the Bank in January 2016, in connection with the Company’s acquisition of Security California Bancorp, a California corporation (“SCAF”) and its banking subsidiary Security Bank of California, a Riverside, California based state-chartered bank (“SBOC”).
Other Directorships and Positions
•
Director, SCAF and SBOC (2005-2016)
•
Chairman of the Board, RPG, a leading global packaging company headquartered in Germany (2008-2016)
•
Chairman of the Board, Bossar Packaging S.A., headquartered in Spain (2010-2015)
Education
•
Bachelor’s degree from Walla Walla University
Director Qualification Highlights
•
Career-long management experience in executive leadership roles
•
Public company oversight experience
|
|
Independent
Board Committee(s):
Compensation
Nominating and Governance |
| |||
Age: 63
Director Since: 2016
President of Biscomerica Corporation
|
|
Joseph L. Garrett
|
| | | |
|
| |
Biography:
Since 2003, Mr. Garrett has been a principal at Garrett, McAuley & Co., which provides advisory services to commercial banks, thrifts, mortgage banking companies, Government Sponsored Enterprises, and private equity firms. He has been published widely on banking and finance and also advised one of the world’s largest pension funds on structured debt instruments. Each year he and his firm advised over fifty such entities, both private and public.
Other Directorships and Positions
•
President, Chief Executive Officer, a member and chairman of the Board of Directors for both American Liberty Bank and Sequoia National Bank (1989-1994 and 2000-2004)
•
Director, Hamilton Savings Bank (1984-1989)
•
Member, the California State Controller’s Advisory Commission on Public Employee Retirement Systems (1988-1994)
•
Member, the National Advisory Council for the Institute of Governmental Studies at the University of California (Berkeley) (2016-present)
•
In addition, Mr. Garrett previously served as Chairman, Berkeley Housing Authority (1977-1979); and Member, Berkeley Redevelopment Agency (1975-1977) and Berkeley Planning Commission (1978-1980)
Education
•
Bachelor’s degree from the University of California (Berkeley)
•
Master of Business Administration from the University of California (Berkeley)
•
Master’s degree from the University of Washington (Seattle)
Director Qualification Highlights
•
Extensive experience in the commercial banking and financial services industry
•
Executive leadership experience, including prior president and CEO roles at multiple commercial banks
|
|
Independent
Board Committee(s):
Compensation
Nominating and Governance |
| |||
Age: 75
Director Since: 2012
Former Chairman, President and Chief Executive Officer of American Liberty Bank
|
|
Stephanie Hsieh
|
| | | |
|
| |
Biography:
Ms. Hsieh currently serves as the CEO of Waban Advisors, Inc., a life science consultancy she founded in 2023, which focuses on regional economic development. Previously, Ms. Hsieh served as Executive Director of the Los Angeles office of Biocom California, the state’s leading non-profit trade association for the life science industry from 2020 to 2023. From 2012 to 2020, she was CEO of Meditope Biosciences, Inc., a privately-held, preclinical-stage oncology company, which she co-founded and where she currently serves as a non-executive director. Ms. Hsieh began her career as an intellectual property attorney, specializing in patent prosecution and litigation, and actively practiced law for a combined fifteen years. She served in a variety of legal and business roles in the biotechnology and biopharmaceutical industries, including as a senior executive at Impax Laboratories, Inc. from 2007 to 2011.
Ms. Hsieh is active in the community, serving on the Board of Directors of several non-profits. She was recognized in 2021 through 2023 by the LA Business Journal as one of Los Angeles’ “most influential leaders.”
Other Directorships and Positions
•
Director, Sydecar, Inc. (2021-present)
•
Director, Meditope Biosciences, Inc. (2012-present)
•
Director, Girls, Inc., a non-profit organization (2022-present)
•
Director and President-Elect, Wellesley College Alumnae Association (2019-present)
Education
•
Bachelor’s degree from Wellesley College, magna cum laude and Phi Beta Kappa
•
Juris Doctorate from Columbia University School of Law, Harlan Fiske Stone Scholar
•
Master of Business Administration from Stanford University, Graduate School of Business
Director Qualification Highlights
•
Enterprise risk management
•
Significant legal advisory and regulatory experience
|
|
Independent
Board Committee(s):
Compensation
Enterprise Risk |
| |||
Age: 55
Director Since: 2022
Chief Executive Officer of Waban Advisors, Inc.
|
|
Jeffrey C. Jones
|
| | | |
|
| |
Biography:
Mr. Jones was appointed to serve as a member of the Boards of Directors of the Company and the Bank in 2006. He previously served as Chairman of the Board of the Company and of the Bank from August 2012 to May 2016, and served as the Company’s Lead Independent Director from May 2017 to October 2020. Mr. Jones is the former Managing Partner and Executive Committee member of the regional accounting firm Frazer, LLP, where he first began working in 1977. Currently Mr. Jones is consulting with Frazer, LLP, having retired in December, 2020. Mr. Jones has over 40 years of experience in servicing small and medium sized business clients primarily within the real estate, construction, and agricultural industries. Mr. Jones is a Certified Public Accountant in California.
Other Directorships and Positions
•
Advisory Board Member, John E. and Susan S. Bates Center for Entrepreneurship and Leadership, Lewis and Clark College (January 2021-present)
•
Principal, Mariners Capital LLC, which syndicates commercial industrial real estate projects (2009-present)
•
President, Inland Exchange, Inc., an accommodator corporation (1989-1993)
Education
•
Bachelor’s degree in Business Administration from Lewis and Clark College in Portland, Oregon
•
Masters of Business Taxation from Golden Gate University
Director Qualification Highlights
•
Career-long finance, accounting and audit experience
•
Extensive finance and management experience in the finance and real estate industries
|
|
Independent
Board Committee(s):
Audit
Compensation Nominating and Governance |
| |||
Age: 69
Director Since: 2006
Former Managing Partner and Executive Committee Member of Frazer, LLP
|
|
Rose E. McKinney-James
|
| | | |
|
| |
Biography:
Ms. McKinney-James is an accomplished small business leader, clean energy advocate and independent corporate director with an extensive background in private sector corporate social responsibility, public service, and community and non-profit volunteerism. Ms. McKinney-James currently serves as the Managing Principal of Energy Works LLC (since 2003) and McKinney-James & Associates (since 2005), both of which provide business consulting services and advocacy in public affairs, energy policy, strategy, community outreach and sustainable economic development. She previously served as a Commissioner with the Nevada Public Service Commission and as a Director of the Nevada Department of Business and Industry. As the former CEO of the Corporation of Solar Technology and Renewable Resources, a solar and renewable energy company, she is credited with authoring the strategy to fast track the integration of renewable resources into utility energy portfolios. As a registered lobbyist with the Nevada Legislature, Ms. McKinney-James has represented the interests of Fortune 500 companies, local governments and small businesses.
Ms. McKinney-James is a frequent public speaker, including at corporate governance events and conferences focused on the environment.
Other Directorships and Positions
•
Director, MGM Resorts International (NYSE: MGM), a casino, hotel and entertainment resort owner-operator, where she currently chairs the Corporate Social Responsibility and Sustainability Committee and serves on the Compensation Committee (2005-present)
•
Director, Ioneer Ltd. (ASX:INR), an emerging lithium-boron supplier (2021-present)
•
In addition, Ms. McKinney-James currently sits on the Board of Directors of non-public companies and nonprofit organizations, Toyota Financial Savings Bank (2006-Present), National Association of Corporate Directors, and Pacific Southwest Chapter (2017-Present)
Education
•
Bachelor’s degree from Olivet College
•
Juris Doctorate from Antioch School of Law
Director Qualification Highlights
•
Two decades of independent corporate director experience with public and private companies
•
Extensive experience relating to oversight of environmental, social and governance matters
•
Seasoned experience in risk management, government affairs, legislation and utility regulatory proceedings
•
Chair Emerita for the American Association of Blacks in Energy
•
2019 recipient of the DirectWomen Sandra Day O’Connor Award for Board Excellence
•
2018 GreenBiz Verge VANGUARD Award
|
|
Independent
Board Committee(s):
Enterprise Risk Nominating and Governance |
| |||
Age: 71
Director Since: 2022
Managing Principal, Energy Works Consulting LLC and
McKinney-James & Associates |
|
George M. Pereira
|
| | | |
|
| |
Biography:
Mr. Pereira retired from Charles Schwab Investment Management Inc. in 2020, having served as Chief Operating Officer from 2010 to 2020 and Chief Financial Officer from 2004 to 2020. He also served as Head of Financial Reporting for Charles Schwab & Co., Inc. from 2000 to 2004. Earlier in his career, Mr. Pereira gained valuable regulatory experience and perspective while serving as Managing Director at the New York Stock Exchange. Mr. Pereira has developed extensive expertise in building and managing financial, operational, technology and risk control platforms for growth and scale within the financial services industry. He also has significant experience leading cybersecurity oversight teams, focused on risks and continuous improvement models.
Other Directorships and Positions
•
Director, Pave Finance, Inc. (2023-present)
•
Director, State Street Global Advisors (SSGA) Mutual Funds (2022-present)
•
Director, Charles Schwab Asset Management (Ireland) Ltd. (2004-2020)
•
Director, Charles Schwab Worldwide Funds plc (2004-2010)
•
Member, Latino Corporate Directors Association (2021-present)
•
Director, Rotaplast International, Inc., a non-profit organization that provides free medical services to children worldwide (2012-2018)
Education
•
Bachelor’s degree in Economics from State University of New York at Albany
•
Master of Business Administration from Saint John’s University
Director Qualification Highlights
•
Long-term executive management experience with financial institutions
•
Cybersecurity oversight experience
•
Extensive experience relating to financial reporting, operations, and enterprise risk management
|
|
Independent
Board Committee(s):
Enterprise Risk (Chair)
Audit |
| |||
Age: 59
Director Since: 2021
Retired Chief Operating Officer and Chief Financial Officer of Charles Schwab Investment Management Inc.
|
|
Barbara S. Polsky
|
| | | |
|
| |
Biography:
Ms. Polsky serves as an attorney/consultant to financial technology companies with respect to regulatory, acquisition, lending and payment matters. In 2022, Ms. Polsky served as a senior advisor to Jiko Group, Inc., a financial technology company, where she previously served as General Counsel and Chief Legal Officer since 2020. Prior to that, Ms. Polsky was a partner at the law firm of Manatt, Phelps & Phillips, LLP in Los Angeles. Through her 40+ years of law firm practice and her years as General Counsel at both publicly traded bank and specialty finance companies, Ms. Polsky has extensive knowledge concerning domestic and foreign banks, financial holding companies, savings associations, mortgage, other specialty finance and financial technology companies, as well as lending and securities transactions, mergers and acquisitions, governance and regulatory and compliance matters. Ms. Polsky frequently lectures at investment banking and commercial banking seminars on mergers and acquisitions, bank capital augmentation and compliance matters.
Other Directorships and Positions
•
Executive Vice President and General Counsel, City National Corporation and City National Bank (1999-2001)
•
Executive Vice President and General Counsel, Aames Financial Corporation and Aames Home Loan (1996-1999)
•
Prior service as Director of ConnexPay, LLC (2018-2022), and Mid-Central National Bank (2022-2023)
Education
•
Bachelor’s degree from the University of Michigan
•
Juris Doctorate from the University of Michigan Law School, magna cum laude
Director Qualification Highlights
•
In-depth experience in investment banking and commercial banking
•
Unique legal advisory experience relating to lending and securities transactions, mergers and acquisitions, governance and regulatory and compliance matters
|
|
Independent
Board Committee(s):
Enterprise Risk
Compensation Nominating and Governance |
| |||
Age: 69
Director Since: 2019
Former Partner at Manatt, Phelps & Phillips, LLP
|
|
Zareh H. Sarrafian
|
| | | |
|
| |
Biography:
Mr. Sarrafian’s significant experience and leadership in the healthcare industry spans over 25 years. In 2015 Mr. Sarrafian assumed the role of Chief Executive Officer for Riverside University Health System. Mr. Sarrafian oversees the delivery of healthcare to over 2.4 million residents within Riverside County. The healthcare system includes a major academic Medical Center, 14 Outpatient Care Clinics, Department of Public Health, and the Department of Behavioral Health. Prior to joining Riverside County, Mr. Sarrafian served as Chief Administrative Officer for Loma Linda University Medical Center, which included 4 hospitals with over 1,000 patient beds. Prior to that, he served as Administrator for Loma Linda University Children’s Hospital and Chief Executive Officer of the Loma Linda University Behavioral Medicine Center. Mr. Sarrafian’s many years of service to the healthcare industry includes the positions of Chief Financial Officer for Kaiser Permanente Medical Center, Riverside, for 10 years, as well as Morris & Grayson, Inc., La Quinta, CA.
Other Directorships and Positions
•
Director, Switch, Inc., member of the Audit and Nominating and Governance Committees (2018-2022)
•
Director, SCAF and SBOC (2005-2016)
•
In addition, Mr. Sarrafian sits on the Board of Directors of additional non-public companies and nonprofit organizations, including as Trustee, Loma Linda University Health (2019-Present), where he serves as a member of Finance, Audit and Investment Committees; Director, Urban Promise International (2016-present); Director, Riverside County Chamber of Commerce (2017-present); and Director, La Sierra University Foundation (2010-present)
Education
•
Bachelor’s degree from California State Polytechnic University, Pomona
•
Master of Business Administration from California State University, San Bernardino
Director Qualification Highlights
•
Career-long management experience in executive leadership roles
•
In-depth experience in public company oversight
|
|
Independent
Board Committee(s):
Nominating and Governance (Chair)
Audit |
| |||
Age: 60
Director Since: 2016
Chief Executive Officer of Riverside University Health System
|
|
Jaynie M. Studenmund
|
| | | |
|
| |
Biography:
Ms. Studenmund is a seasoned independent director who brings significant executive experience across a number of industries, including financial services, digital, health care and consumer businesses. Ms. Studenmund began her career as a management consultant with Booz, Allen & Hamilton. Next, Ms. Studenmund was a banking executive for 20 years, serving as Executive Vice President and head of retail business banking at First Interstate of California (now Wells Fargo) and also at Great Western Bank and Home Savings of America (now part of JP Morgan Chase). Following her banking career, Ms. Studenmund pivoted to the internet, where she was the President and Chief Operating Officer for PayMyBills.com and Chief Operating Officer of then-publicly traded Overture Services.
Other Directorships and Positions
•
Director, ExlService Holdings, Inc. (Nasdaq: EXLS), Chair of the Compensation Committee and member of the Audit Committee (2018-present)
•
Director, select funds for Western Asset Management, member of the Contract, Audit and Nominating and Governance Committees (2004-present)
•
In addition, Ms. Studenmund sits on the Board of Directors of additional non-public companies and nonprofit organizations, including as board chair and life trustee of Huntington Health — Cedars Sinai Health System (1997-present), co-founder and executive committee member of the Enduring Heroes Foundation (2014-present) and trustee for the J. Paul Getty Trust (2021-present)
Education
•
Bachelor’s degree from Wellesley College, Phi Beta Kappa
•
Master of Business Administration from Harvard Business School
Director Qualification Highlights
•
Recently recognized as one of NACD’s Top 100 Corporate Directors
•
Significant executive experience across a number of industries, including financial services, digital technologies, health care and consumer related businesses
•
Long-term executive management experience with financial institutions in the Company’s market
•
Extensive experience as a director of multiple public and private companies, including prior service as Chair of the Compensation Committee at the following public companies: CoreLogic, Inc. (Nasdaq: CLGX) (2012-2021), Pinnacle Entertainment Group (Nasdaq: PNK) (2012-2018), and LifeLock (NYSE: LOCK) (2015-2017)
|
|
Independent
Board Committee(s):
Compensation (Chair)
Enterprise Risk |
| |||
Age: 69
Director Since: 2019
Former Executive Vice President and Head of Retail & Business Banking, First Interstate Bank and Great Western Bank
|
|
Richard C. Thomas
|
| | | |
|
| |
Biography:
Mr. Thomas served as a director of Opus Bank from August 2017 until it was acquired by the Company in June 2020. His professional career spans over 35 years within the financial services and accounting and audit industries. He most recently served as Executive Vice President and Chief Financial Officer of CVB Financial Corp. and its principal subsidiary, Citizens Business Bank, from 2010 until his retirement in 2016. From 2009 to 2010, Mr. Thomas served as Executive Vice President and Chief Risk Officer of Community Bank in Pasadena, where he developed a risk-based audit program and oversaw internal audits, including the documentation and testing of internal controls in operations, regulatory compliance and credit reviews. Prior to Community Bank, Mr. Thomas was an audit partner at Deloitte & Touche LLP for 22 years, leading teams in auditing financial statements and internal controls certifications, consulting in accounting, regulatory compliance, cost reduction strategies, and public filings, including registration statements, and mergers and acquisitions. Mr. Thomas is a Certified Public Accountant (inactive) and a member of the American Institute of Certified Public Accountants.
Other Directorships and Positions
•
Director and Chairman of the Audit Committee, Opus Bank (2017-2020)
Education
•
Bachelor of Business degree in Accountancy from Western Illinois University
Director Qualification Highlights
•
Career-long management experience in the financial services and accounting and audit industries
•
Extensive finance, accounting and auditing experience
|
|
Independent
Board Committee(s):
Audit
Enterprise Risk |
| |||
Age: 75
Director Since: 2020
Former Executive Vice President and Chief Financial Officer of CVB Financial Corp. and Citizens Business Bank
|
|
Edward E. Wilcox
|
| | | |
Age: 57
Year of Hire: 2003
President and Chief Operating Officer of the Bank
B.A., New Mexico State University
|
| |
Mr. Wilcox has served as President and Chief Operating Officer of the Bank since May 2016. He oversees several business lines and operational units critical to the successful execution of the Bank’s strategies. He is also Chairman of the Bank’s Operations Committee. Mr. Wilcox previously served in key leadership positions with the Bank since 2003, including Chief Credit Officer, Chief Lending Officer, and Chief Banking Officer. His professional career spans 30 years with an extensive background in commercial banking, real estate lending, credit administration, secondary marketing, depository services, and regulatory oversight.
Relevant Prior Experience:
•
Loan Production Manager, Hawthorne Savings Bank
•
Secondary Marketing Manager, First Fidelity Investment & Loan
•
Asset Manager, REO Manager and Real Estate Analyst at various financial institutions
|
|
Ronald J. Nicolas, Jr.
|
| | | |
Age: 65
Year of Hire: 2016
Senior Executive Vice President, Chief Financial Officer of the Company and Chief Financial and Administration Officer of the Bank
B.S. and M.B.A., Canisius College
|
| |
Mr. Nicolas oversees all finance, accounting and treasury functions as well as investor relations, human resources and loan servicing administration of the Company and the Bank. He serves as Chairman of the Bank’s Asset Liability and Financial Disclosure Committees. He has successfully led four mergers and acquisitions since joining the Company and the Bank, and many critical projects, most recently the adoption of CECL in 2020. In addition, throughout his career, he has led many capital raising endeavors, including an initial public offering and recapitalization. Mr. Nicolas has over 30 years of leadership experience with publicly-held banks. He has served as Chief Financial Officer of both the Company and the Bank since May 2016 and as Chief Financial and Administration Officer of the Bank since February 2023.
Relevant Prior Experience:
•
Executive Vice President and Chief Financial Officer at each of the following financial institutions:
➢
Banc of California
➢
Carrington Holding Company, LLC
➢
Residential Credit Holdings, LLC
➢
Fremont General and Fremont Investment & Loan
➢
Aames Investment/Financial Corp
•
Served in various capacities with KeyCorp, a $60 billion financial institution, including the following:
➢
Executive Vice President Group Finance, KeyCorp
➢
Executive Vice President, Treasurer and Chief Financial Officer, KeyBank USA
➢
Vice President of Corporate Treasury, KeyBank USA
•
Various financial and accounting roles at HSBC-Marine Midland Banks
|
|
Michael S. Karr
|
| | | |
Age: 55
Year of Hire: 2006
Senior Executive Vice President and Chief Risk Officer of the Bank
B.A., cum laude, Claremont McKenna College
M.B.A., University of California, Irvine
|
| |
Mr. Karr oversees the Bank’s enterprise risk management and credit functions. He was appointed Chief Risk Officer of the Bank in March 2018, and is also the Chairman of the Bank’s Enterprise Risk Management Committee. Mr. Karr previously served twelve years as the Chief Credit Officer of the Bank and was responsible for overseeing the Bank’s credit functions, including all lending and portfolio operations, prior to and through the Great Financial Crisis. He also led credit due diligence and integration through 10 of our 11 acquisitions. Outside the Bank, Mr. Karr serves as a Director for the Small Business Development Corporation of Orange County, a public benefit corporation that focuses on the economic development of underserved communities in California, targeting minority, woman, disabled, and veteran-owned businesses, as well as industries of greater need.
Relevant Prior Experience:
•
Vice President, Manager of Commercial Real Estate Asset Management Department, Fremont Investment & Loan
|
|
Thomas E. Rice
|
| | | |
Age: 52
Year of Hire: 2008
Senior Executive Vice President and Chief Innovation Officer of the Bank
B.S., DeVry University
|
| |
Mr. Rice began his journey with Pacific Premier Bank in 2008 with extensive financial technology consulting experience. Mr. Rice was appointed Chief Innovation Officer of the Bank in 2018. In this capacity he leads with a client-first mindset overseeing the development of innovative technology focused on seamless digital experiences for commercial clients. Mr. Rice leads the Bank’s Information Technology functions as well as Treasury Management and Digital Banking. Mr. Rice previously served as the Chief Operating Officer, responsible for overseeing the deposit operations of the Bank, and prior to that Chief Information Officer. Mr. Rice is responsible for overseeing acquisition-related systems conversions and technology platform consolidations. He currently serves as Vice Chairman of the Bank’s Operations Committee.
Prior to joining the Bank, Mr. Rice was a founding partner at Compushare Inc. for twelve years. He oversaw the firm’s expansion and technology consulting, specializing in M&A, security and compliance services for financial institutions.
Relevant Prior Experience:
•
Senior Vice President, Information Technology Director, Vineyard Bank
•
Partner and Director of Operations, Compushare, Inc.
|
|
Steven R. Arnold
|
| | | |
Age: 53
Year of Hire: 2016
Senior Executive Vice President and General Counsel of the Bank
B.A., Brigham Young University
J.D., George Mason University School of Law
|
| |
Mr. Arnold oversees our corporate governance, legal support, and regulatory compliance functions. He has more than 20 years’ experience in the industry and has advised financial institutions of all sizes on a variety of topics, including corporate governance, loan documentation, deposit operations, treasury management services, BSA/ AML/OFAC, consumer compliance, fair lending, privacy, vendor management, and contract negotiation. Mr. Arnold has also served as the Corporate Secretary of the Company since May 2017.
Relevant Prior Experience:
•
Partner in the Financial Services Group, Manatt, Phelps & Phillips, LLP
•
Managing Counsel, Toyota Financial Services
|
|
Donn B. Jakosky
|
| | | |
Age: 70
Year of Hire: 2017
Senior Executive Vice President and Chief Credit Officer of the Bank
B.A. and M.B.A., University of California, Los Angeles
|
| |
Mr. Jakosky is responsible for overseeing our credit functions, including all lending and portfolio operations. He was appointed Executive Vice President and Chief Credit Officer of the Bank in March 2018 and was promoted to Senior Executive Vice President in December 2018. He is also Chairman of the Bank’s Credit and Portfolio Review Committee. Prior to his appointment as Chief Credit Officer, he served as Deputy Chief Credit Officer of the Bank, during which time he assisted in the oversight of all of the Bank’s credit and lending functions.
Relevant Prior Experience:
•
Executive Vice President and Chief Credit Officer, Blue Gate Bank
•
Executive Vice President and Chief Credit Officer, Community Bank
•
Executive Vice President and Chief Credit Officer, 1st Century Bank
•
Senior Vice President/Senior Credit Administrator and Asset Based Lending Manager, Mellon 1st Business Bank
•
Senior credit officer roles at the following financial institutions:
➢
Bank of America
➢
Sanwa Bank
|
|
Peggy Ohlhaver Ed.D.
|
| | | |
Age: 67
Year of Hire: 2016
Senior Executive Vice President and Chief Human Resources Officer of the Bank
B.S., Indiana University
M.S. and Ed.D., Chapman University
|
| |
Ms. Ohlhaver is responsible for leading the Bank’s overall human capital resource management strategy and supports the Compensation Committee of the Board of Directors. As Chief Human Resources Officer, Ms. Ohlhaver develops and oversees the execution of the Bank’s human resource management strategy, including talent acquisition, leadership development, employee relations, performance management, DE&I, employee well-being, human resource technology systems, and compensation and benefits. She has transformed the function, culture, and impact of human resources across the Company to support our business goals and strategies as well as the needs and aspirations of our employees. She currently serves as the Chair of the Bank’s Human Capital and Benefits Committee.
Relevant Prior Experience:
•
Vice President, Human Resources Business Partner, JP Morgan Chase & Co.
•
First Vice President, Sr. Human Resources Manager, Washington Mutual
•
Sr. Compensation Consultant, American Savings Bank
|
|
Sherri V. Scott
|
| | | |
Age: 61
Year of Hire: 2013
Senior Executive Vice President and Chief ESG & Corporate Responsibility Officer
B.S., University of California, Los Angeles
|
| |
Ms. Scott heads up the Bank’s Environmental, Social and Corporate Governance (“ESG”) program as well as the Bank’s CRA compliance functions. She plays a pivotal role in shaping corporate responsibility strategies, community reinvestment, and championing environmental initiatives. Under her leadership, the Bank has consistently received highly positive feedback and superior CRA ratings from examiners, auditors and community partners. Her leadership and efforts resulted in the Bank receiving highly coveted letters of support from community advocates, facilitating the Bank’s merger and acquisition activities without a formal community agreement. Ms. Scott currently serves on the Board of Directors of For the Child and Clearinghouse Community Development Financial Institution.
Relevant Prior Experience:
•
CRA Officer, Hawthorne Savings
•
First Vice President, CRA Officer, Nara Bank
•
First Vice President, CRA Officer, Community Bank
•
First Vice President, CRA Officer, OneWest Bank
•
First Vice President, CRA and Fair Lending Officer, Luther Burbank Savings
|
|
Tamara B. Wendoll
|
| | | |
Age: 53
Year of Hire: 2021
Senior Executive Vice President and President — Pacific Premier Trust
B.A., University of California, San Diego
M.B.A., University of Pennsylvania, The Wharton School
|
| |
Ms. Wendoll is responsible for the strategic development and operational oversight of Pacific Premier Trust’s services across the United States. Ms. Wendoll joined the Bank in November 2021 and currently serves as President of Pacific Premier Trust. Pacific Premier Trust focuses on the custody of retirement account assets, with a specialty in alternative assets. She is also Chair of the Bank’s Fiduciary Committee. Ms. Wendoll brings 25 years of experience in financial services, including oversight of end-to-end operations of asset management, trust and wealth management businesses. Ms. Wendoll serves as Director-at-Large for the Retirement Industry Trust Association (RITA).
Relevant Prior Experience:
•
Chief Operating Officer, Dunham & Associates Investment Counsel Inc.
•
Chief Operating Officer and Assistant Secretary, Dunham Trust Company
•
Secretary and AML Compliance Officer, Dunham Funds Trust
•
Senior Executive Vice President, Marketing & Operations, Kelmoore Investment Company
•
Vice President, Investment Advisory Services, Josephthal & Co.
•
Vice President, Investment Advisory Services, First Allied Securities, Inc.
|
|
Lori R. Wright, C.P.A.
|
| | | |
Age: 44
Year of Hire: 2016
Senior Executive Vice President and Deputy Chief Financial Officer of the Bank
B.S., Central Washington University
M.B.A., Washington State University
|
| |
Ms. Wright is responsible for the corporate accounting, financial reporting, accounting and tax policy, and accounts payable functions. She has served as Senior Executive Vice President and Deputy Chief Financial Officer since 2020. She also serves as the Company’s principal accounting officer. Previously, Ms. Wright served as the Bank’s Executive Vice President and Chief Accounting Officer, and prior to that Senior Vice President and Controller of the Bank.
Relevant Prior Experience:
•
Controller, California Republic Bank
•
Controller, San Diego County Credit Union
•
Chief Financial Officer, Solarity Credit Union
|
|
| | | ||||||
|
ENGAGEMENT WITH STOCKHOLDERS
Governance Discussions
Engagement with stockholders included M. Christian Mitchell (Lead Independent Director) DIRECTOR EDUCATION
Ongoing Functional
Deep Dives Periodic sessions with insurance and legal teams
New Director Orientation
Orientation program for new directors |
| |
ENGAGEMENT WITH THE BUSINESS
Ongoing Dialogue with CEO
Active and transparent dialogue among CEO, Lead Independent Director, and all directors Business and Strategy Review Sessions
Director participation at annual strategy sessions |
| |
ENGAGEMENT WITH REGULATORS
Lead Independent Director and Committee Chairs, as appropriate, engage directly with our regulators.
ENGAGEMENT WITH INDEPENDENT AUDITOR
Lead Independent Director and Audit Committee Chair meet quarterly with our independent public accounting firm, outside of Audit Committee meetings.
|
|
| | |
|
Audit Committee
Chair
M. Christian Mitchell
Other Members
Jeffrey C. Jones, George M. Pereira, Zareh H. Sarrafian, and Richard C. Thomas |
| |
|
| |
Key Oversight Responsibilities
•
Selects and communicates with the Company’s independent auditors.
•
Reports to the Board on the general financial condition of the Company and the results of the annual audit.
•
Oversees the Company’s internal controls, accounting, and financial reporting process.
•
Oversees the audits of the Company’s financial statements.
The Board of Directors has determined that each of Messrs. Jones, Mitchell, Pereira, Sarrafian, and Thomas satisfy the requirements established by the SEC for qualification as an “audit committee financial expert,” and is independent under the NASDAQ listing standards and rules of the SEC.
|
|
|
Compensation Committee
Chair
Jaynie M. Studenmund
Other Members
Ayad A. Fargo, Joseph L. Garrett, Stephanie Hsieh, Jeffrey C. Jones, and Barbara S. Polsky |
| |
|
| |
Key Oversight Responsibilities
•
Reviews the amount and composition of director compensation from time to time and makes recommendations to the Board when it concludes changes are needed.
•
Oversees the Bank’s compensation policies, benefits and practices.
•
Approves all restricted stock, restricted stock unit, and all other equity awards.
•
Determines the annual salary, short-term and long-term incentive compensation of our NEOs.
•
Approves the compensation structure for other members of our senior management team.
|
|
|
Enterprise Risk Committee
Chair
George M. Pereira
Other Members
Stephanie Hsieh, Rose E. McKinney-James, M. Christian Mitchell, Barbara S. Polsky, Jaynie M. Studenmund, and Richard C. Thomas |
| |
|
| |
Key Oversight Responsibilities
•
Monitors and reviews the Company’s enterprise risk management framework and risk appetite for credit, market, liquidity, operational, information security, compliance and legal, strategic, and reputation risks.
•
Monitors and reviews the adequacy of enterprise risk management functions; and reports its conclusions and recommendations to the Board.
•
Reviews the Company’s risk profile for alignment with the Company’s strategic objectives and risk appetite, including compliance with risk limits and thresholds set forth in our Risk Appetite Statement.
•
Reviews all significant policies and contingency plans as frequently as economic conditions or the condition of the Company may warrant, but no less than annually.
•
Reviews cybersecurity threat reports regarding the assessment of current security updates, cyber statistics, core elements and controls, and key IT trends affecting information security.
|
|
|
Nominating and Governance
Committee Chair
Zareh H. Sarrafian
Other Members
Ayad A. Fargo, Joseph L. Garrett, Jeffrey C. Jones, Rose E. McKinney-James, M. Christian Mitchell, and Barbara S. Polsky |
| |
|
| |
Key Oversight Responsibilities
•
Reviews qualification criteria for director candidates and nominates candidates as directors.
•
Oversees our Board governance structure and policies.
•
Oversees our Environmental, Social, and Governance initiatives.
•
Conducts annual Board and Board Committee evaluations, in coordination with the Lead Independent Director.
•
Conducts CEO and management succession planning.
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Women in
VP Roles and Above |
| |
Women in
Management Roles(1) |
| |
Women in
Entire Workforce |
| |
Racial/Ethnic
Minorities in VP Roles and Above |
| |
Racial/Ethnic
Minorities in Management Roles(1) |
| |
Racial/Ethnic
Minorities in Entire Workforce |
|
|
2023 DIRECTOR COMPENSATION
|
| ||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Fees
Earned or Paid in Cash |
| |
Stock
Awards(1) |
| |
Option
Awards(1) |
| |
Changes in
Nonqualified Deferred Compensation Earnings |
| |
All Other
Compensation |
| |
Total
|
| ||||||||||||||||||
|
Ayad A. Fargo
|
| | | $ | 77,000 | | | | | $ | 75,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 152,000 | | |
|
Joseph L. Garrett
|
| | | | 77,000 | | | | | | 75,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 152,000 | | |
|
Stephanie Hsieh
|
| | | | 77,000 | | | | | | 75,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 152,000 | | |
|
Jeffrey C. Jones
|
| | | | 87,000 | | | | | | 75,000 | | | | | | — | | | | |
|
—
|
| | | | | — | | | | | | 162,000 | | |
|
Rose E. McKinney-James
|
| | | | 77,000 | | | | | | 75,000 | | | | | | — | | | | |
|
—
|
| | | | | — | | | | | | 152,000 | | |
|
M. Christian Mitchell
|
| | | | 173,386 | | | | | | 100,000 | | | | | | — | | | | |
|
—
|
| | | | | — | | | | | | 273,386 | | |
|
George M. Pereira
|
| | | | 87,000 | | | | | | 75,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 162,000 | | |
|
Barbara S. Polsky
|
| | | | 97,000 | | | | | | 75,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 172,000 | | |
|
Zareh H. Sarrafian
|
| | | | 95,000 | | | | | | 75,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 170,000 | | |
|
Jaynie M. Studenmund
|
| | | | 91,000 | | | | | | 75,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 166,000 | | |
|
Richard C. Thomas
|
| | | | 81,000 | | | | | | 75,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 156,000 | | |
|
Summary of Annual Director Fees
|
| | | |
| Director Annual Cash Fee | | |
$65,000
|
|
|
Director Annual Equity Awards
|
| | $75,000 in shares of restricted stock | |
|
Lead Independent Director Retainer
|
| |
$75,000 cash
$25,000 in shares of restricted stock
|
|
|
Chairperson Fees
|
| |
$25,000 Audit Committee
$20,000 Compensation Committee
$20,000 Enterprise Risk Committee
$20,000 Nominating and Governance Committee
|
|
|
Committee Member Fees
|
| |
$10,000 Audit Committee
$6,000 Compensation Committee
$6,000 Enterprise Risk Committee
$6,000 Nominating and Governance Committee
|
|
|
Travel Expenses
|
| | Directors are eligible for reimbursement for their reasonable expenses incurred in connection with attendance at meetings or the performance of their director duties in accordance with Company policy. | |
| | | |
Amount and Nature of
Beneficial Ownership |
| |
Percent of Class(1)
|
| ||||||
|
BlackRock Inc.
55 East 52nd Street New York, NY 10055 |
| | | | 14,100,445(2) | | | | | | 14.62% | | |
|
The Vanguard Group
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 11,316,980(3) | | | | | | 11.73% | | |
|
Dimensional Fund Advisors LP
6300 Bee Cave Road Austin, TX 78746 |
| | | | 5,067,763(4) | | | | | | 5.25% | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL BENEFICIAL OWNERSHIP
|
| |||||||||
| | | |
Common
Stock |
| |
Restricted
Stock(1) |
| |
Restricted
Stock Units(2) |
| |
Options
Exercisable(3) |
| |
#(4)
|
| |
%(5)
|
| ||||||||||||||||||
|
Name
|
| |
A
|
| |
B
|
| |
C
|
| |
D
|
| |
E
|
| |
F
|
| ||||||||||||||||||
|
Ayad A. Fargo
|
| | | | 309,322 | | | | | | 3,317 | | | | | | — | | | | | | — | | | | | | 312,639 | | | | | | * | | |
|
Joseph L. Garrett
|
| | | | 85,426 | | | | | | 3,317 | | | | | | — | | | | | | 7,500 | | | | | | 96,243 | | | | | | * | | |
|
Stephanie Hsieh
|
| | | | 5,095 | | | | | | 3,317 | | | | | | — | | | | | | — | | | | | | 8,412 | | | | | | * | | |
|
Jeffrey C. Jones
|
| | | | 140,220 | | | | | | 3,317 | | | | | | — | | | | | | 7,500 | | | | | | 151,037 | | | | | | * | | |
|
Rose E. McKinney-James
|
| | | | 5,124 | | | | | | 3,317 | | | | | | — | | | | | | — | | | | | | 8,441 | | | | | | * | | |
|
M. Christian Mitchell
|
| | | | 29,736 | | | | | | 4,423 | | | | | | — | | | | | | — | | | | | | 34,159 | | | | | | * | | |
|
George M. Pereira
|
| | | | 5,042 | | | | | | 3,317 | | | | | | — | | | | | | — | | | | | | 8,359 | | | | | | * | | |
|
Barbara S. Polsky
|
| | | | 9,990 | | | | | | 3,317 | | | | | | — | | | | | | — | | | | | | 13,307(6) | | | | | | * | | |
|
Zareh H. Sarrafian
|
| | | | 40,356 | | | | | | 3,317 | | | | | | — | | | | | | — | | | | | | 43,673 | | | | |
|
*
|
| |
|
Jaynie M. Studenmund
|
| | | | 14,190 | | | | | | 3,317 | | | | | | — | | | | | | — | | | | | | 17,507 | | | | | | * | | |
|
Richard C. Thomas
|
| | | | 15,744 | | | | | | 3,317 | | | | | | — | | | | | | — | | | | | | 19,061 | | | | | | * | | |
|
Steven R. Gardner
|
| | | | 396,579 | | | | | | 127,056 | | | | | | — | | | | | | — | | | | | | 523,635 | | | | | | * | | |
|
Edward E. Wilcox
|
| | | | 187,923 | | | | | | 68,016 | | | | | | — | | | | | | 30,499 | | | | | | 286,438 | | | | | | * | | |
|
Ronald J. Nicolas, Jr.
|
| | | | 101,743 | | | | | | 60,013 | | | | | | — | | | | | | — | | | | | | 161,756 | | | | | | * | | |
|
Michael S. Karr
|
| | | | 88,377 | | | | | | 34,007 | | | | | | — | | | | | | — | | | | | | 122,384 | | | | | | * | | |
|
Thomas E. Rice
|
| | | | 73,737 | | | | | | 36,007 | | | | | | — | | | | | | — | | | | | | 109,744 | | | | | | * | | |
|
Stock ownership of all directors and executive officers as a group (22 persons)
|
| | | | 1,566,281 | | | | | | 517,219 | | | | | | — | | | | | | 50,499 | | | | | | 2,133,999 | | | | | | 2.21% | | |
|
PROPOSAL NO. 2 — ADVISORY APPROVAL OF
OUR EXECUTIVE COMPENSATION |
|
| |
2023 Financial Highlights
|
| | |
|
| | |
2023 Company Highlights
|
| |
| |
Net Income of $31 Million; Adjusted Net Income of
$215 million* Earnings per Common Share of $0.31; Adjusted Earnings per Common Share of $2.26*
ROAA of 0.15%; Adjusted ROAA
of 1.03%* ROATCE of 2.09%; Adjusted ROATCE
of 11.95%* TSR and Ranking vs. KBW Regional Bank Total Return Index**
10-year Total Shareholder Return Outperformed by 44% |
| | | | | |
Commitment to Prudent Capital, Liquidity and Credit Management
•
Maintained capital levels among the highest of our peers as Tangible Common Equity / Tangible Assets Ratio of 10.72%* as of December 31, 2023
•
Total assets of $19 billion as of December 31, 2023
•
Nonperforming asset levels near historic low: 0.13%
•
Continued cash dividends, returning $126 million to stockholders during 2023
•
Executed Board-approved securities repositioning transaction that was immediately accretive to earnings and expected to meaningfully enhance earnings profile in future periods.
|
| |
| |
2023 Executive Compensation Highlights
|
| | |
|
| | |
Named Executive Officers
|
| |
| |
2023 Say-on-Pay Results: 98% approval of compensation program.
Stockholder Outreach: Continued and enhanced stockholder outreach program, including outreach to institutional holders representing approximately 74% of outstanding shares and engagement with investors holding 56% of outstanding shares.
CEO Variable and “At Risk” Pay: 82% of CEO’s total compensation.
2023 Annual Incentive Cash Payments: Paid out below target level.
Long-Term Incentives:
•
50% time-based restricted stock
•
50% performance-based restricted stock units
|
| | | | | | |
Steven R. Gardner: Chairman of the Board, President, and CEO of the Company and Chairman of the Board and CEO of the Bank
Edward E. Wilcox: President and COO of the Bank
Ronald J. Nicolas, Jr.: Senior EVP and CFO of the Company, and Chief Financial and Administration Officer of the Bank
Michael S. Karr: Senior EVP and Chief Risk Officer of the Bank
Thomas E. Rice: Senior EVP and Chief Innovation Officer of the Bank
|
| |
|
Alignment with Stockholder Interests.
Our executives’ interests should be aligned with the interests of our stockholders.
|
| |
•
Executive compensation is tied to financial performance and achievement of strategic goals. Key components of NEO and executive officer compensation are earned only if certain financial and non-financial objectives that our Board and Compensation Committee have identified as value-enhancing are achieved.
•
Equity-based compensation comprises over 64% of our CEO’s compensation.
•
Stock ownership requirements. Our executive stock ownership guidelines require our NEOs to accumulate and maintain a meaningful position in shares of Company common stock to strengthen the alignment of their long-term interests with those of stockholders.
•
Disincentives for excessive risk-taking. 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 and our restrictions against hedging and pledging of our stock.
•
Reward actions taken for long-term benefit of stockholders, even if short-term results are negative. Our Compensation Committee may exercise discretion in compelling circumstances to reward management for taking actions that we believe will be accretive to stockholders over the long-run, even if those actions generate negative short-term financial results.
|
|
|
Pay for Performance.
Executive pay should be linked to achieving our short- and long-term business goals.
|
| |
•
Compensation reflects financial metrics that further our strategic plan. Both short-term and long-term performance goals are focused on our key financial metrics and strategic plans, which may take several quarters or years to realize.
•
Significant portion of executive pay is variable and performance-based. Approximately 82% of our CEO’s target pay is delivered through annual and long-term incentives.
•
Focus on both short-term and long-term performance. We deliver incentive-based compensation both as annual cash awards and longer-term, equity-based awards predicated on achieving prospective financial goals.
•
Performance is evaluated based on Stockholder Value, Profitability, and Risk Management. The Compensation Committee annually establishes specific performance metrics which are linked to short- and long-term incentive compensation outcomes and how well we perform relative to the industry and our peers.
|
|
|
Attract and Retain Key Executives.
Our executive compensation program should provide competitive pay in order to attract and retain executives who are capable and motivated to help us continue to grow and prudently manage our business.
|
| |
•
Peer group and financial industry survey data used to ensure pay is competitive in the broader labor market. Our Compensation Committee reviews executive compensation levels paid by members of our peer group based on available data, as well as data for the broader financial industry from our compensation consultant, with the dual goals of paying total compensation at a level commensurate with how well we perform and rewarding our executives for achieving strategic goals while maintaining discipline and prudence.
•
Executives must remain with the Company to receive incentive compensation. Long-term incentive compensation makes up a large portion of executive compensation packages; approximately 66% of the NEOs’ long-term incentive compensation does not vest, if at all, for three years.
|
|
|
WHAT WE DO:
|
| | |
WHAT WE DON’T DO:
|
| ||||||||
| | | |
Align short-term and long-term incentive plan targets with business goals and stockholder interests
|
| | |
|
| | |
Provide any tax gross-up payments
|
| |
|
|
| | |
Conduct annual say-on-pay advisory vote
|
| | |
|
| | |
Reward executives for taking excessive, inappropriate or unnecessary risk
|
|
|
|
| | |
Conduct stockholder outreach to solicit feedback and discuss our compensation practices
|
| | |
|
| | |
Allow the repricing or backdating of equity awards
|
|
|
|
| | |
Retain an independent compensation consultant to advise our Compensation Committee
|
| | |
|
| | |
Provide multi-year guaranteed salary increases or non- performance bonus arrangements
|
|
|
|
| | |
Use performance metrics that compare our performance to external benchmarks
|
| | |
|
| | |
Rely exclusively on total stockholder return as our only performance metric
|
|
|
|
| | |
Maintain a “clawback” policy that applies to NEOs and other senior executives
|
| | |
|
| | |
Award incentives for below-threshold performance
|
|
|
|
| | |
Maintain a robust stock ownership policy for NEOs
|
| | |
|
| | |
Pay cash dividends on unearned or unvested performance-based equity awards
|
|
|
|
| | |
Re-evaluate and update the composition of our peer group annually
|
| | |
|
| | |
Permit hedging and pledging of our stock by executives
|
|
|
|
| | |
Limit vesting of performance-based RSUs in the event the performance results are negative
|
| | |
|
| | |
Have single trigger vesting on our equity and equity-based awards
|
|
| |
COMPENSATION COMMITTEE
|
| |
| |
•
Composed entirely of independent directors as determined under NASDAQ rules.
•
Makes all determinations with respect to executive compensation program, with approval from the Board where required (including for approval of CEO pay).
•
Annually reviews executive compensation policies and practices.
•
Determines whether proposed goals or structure of awards might have an inadvertent effect of encouraging excessive risk or other undesirable behavior.
•
Reviews independence and potential conflict of interest of advisors under applicable NASDAQ listing standards and SEC rules on an annual basis.
|
| |
|
2023 PEER GROUP
|
| ||||
| Ameris Bancorp* | | | | Hilltop Holdings, Inc. | |
| Atlantic Union Bankshares Corporation* | | | | Hope Bancorp, Inc.* | |
| Bank OZK* | | | | Independent Bank Group, Inc. | |
| BankUnited, Inc.* | | | | PacWest Bancorp** | |
| Banner Corporation | | | | Pinnacle Financial Partners, Inc.* | |
| Cathay General Bancorp* | | | | Prosperity Bancshares, Inc.* | |
| Columbia Banking System, Inc.* | | | | Texas Capital Bancshares, Inc.* | |
| Commerce Bancshares, Inc.* | | | | UMB Financial Corporation* | |
| CVB Financial Corp.* | | | | Umpqua Holdings Corporation | |
| First Financial Bancorp.* | | | | Valley National Bancorp* | |
| F.N.B. Corporation* | | | | Western Alliance Bancorporation* | |
| | Portion of CEO Targeted Direct Compensation |
| | | Portion of Other NEO Average Targeted Direct Compensation |
| | |
Purpose and Key Features
|
| |
| |
BASE SALARY
|
| | ||||||||
| |
|
| | |
|
| | |
•
Purpose: Attraction and Retention of Key Executives.
•
Provides a fixed level of compensation for performing essential job functions.
•
Level of base salary reflects each NEO’s level of responsibility, leadership, tenure, qualifications, and the competitive marketplace for executive talent in our industry.
•
Reviewed annually and adjusted, if appropriate.
|
| |
| |
ANNUAL CASH INCENTIVE AWARD
|
| | ||||||||
| |
|
| | |
|
| | |
•
Purpose: Attraction, Retention, and Competitive Pay for Key Executives /Linkage to Achieving Short-Term Business Goals.
•
Motivates NEOs to achieve our short-term business objectives while providing flexibility to respond to opportunities and market conditions.
•
2023 performance goals under the formula-based annual incentive include relative ROAA (weighted 25%), efficiency ratio (weighted 20%), credit risk (weighted 25%), and strategic objectives (weighted 30%).
•
Annual cash incentive awards range from 0% payout for below threshold performance to 150% for maximum performance achievement.
•
Compensation Committee may exercise discretion.
|
| |
| |
LONG-TERM INCENTIVES
|
| | ||||||||
| |
|
| | |
|
| | |
•
Purpose: Alignment with Stockholder Interests / Linkage to Achieve Long-Term Business Goals / Attraction, Retention, and Competitive Pay for Key Executives.
•
Motivates NEOs to achieve our long-term business objectives by tying incentive to long-term metrics and tying value of incentive to value of stock.
•
50% in the form of Restricted Stock Awards (RSAs) and 50% in the form of Performance-Based Restricted Stock Units (RSUs).
•
RSAs vest based on time, 1/3 on each anniversary of the date of grant.
•
RSUs vest based on the achievement of performance goals at the end of a 3-year performance period.
•
RSU performance goals are based 50% on rTSR percentile compared to the KRX, 25% on average ROAA percentile compared to the KRX, and 25% on average ROATCE percentile compared to the KRX.
•
Payout following the third anniversary of the date of grant ranging between 0% and 200% of a target award. If the Company’s KRX rating is below the 25th percentile for any performance metric, vesting for that portion of the award will be 0%.
•
If the Company’s actual result with respect to the rTSR performance metric is negative at the end of the three-year performance period, the maximum amount of that portion of the RSUs that may vest is the target.
|
| |
| |
OTHER BENEFITS
|
| | ||||||||
| | | | | | | | | |
•
Purpose: Attraction, Retention, and Competitive Pay for Key Executives.
•
Qualified retirement plan, health and welfare plans, and minimal perquisites.
•
Non-qualified supplemental retirement plan for our CEO and the Bank’s President.
|
| |
|
ANNUAL BASE SALARY
|
| |
2022
|
| |
2023
|
| |
% INCREASE
FROM 2022 |
| |||||||||
|
Steven R. Gardner
|
| | | $ | 950,000 | | | | | $ | 950,000 | | | | | | 0% | | |
|
Edward E. Wilcox
|
| | | $ | 555,000 | | | | | $ | 585,000 | | | | | | 5.4% | | |
|
Ronald J. Nicolas, Jr.
|
| | | $ | 525,000 | | | | | $ | 555,000 | | | | | | 5.7% | | |
|
Michael S. Karr
|
| | | $ | 400,000 | | | | | $ | 425,000 | | | | | | 6.3% | | |
|
Thomas E. Rice
|
| | | $ | 400,000 | | | | | $ | 425,000 | | | | | | 6.3% | | |
|
2023 TARGET ANNUAL CASH INCENTIVE AS A PERCENTAGE OF BASE SALARY
|
| ||||||
|
Steven R. Gardner
|
| | | | 100% | | |
|
Edward E. Wilcox
|
| | | | 90% | | |
|
Ronald J. Nicolas, Jr.
|
| | | | 85% | | |
|
Michael S. Karr
|
| | | | 65% | | |
|
Thomas E. Rice
|
| | | | 65% | | |
| |
Performance Goal/ Weighting |
| | |
Performance Metric/ Target |
| | |
Description
|
| |
| |
RELATIVE ROAA
|
| | ||||||||
| |
|
| | |
Weighting: 25%
Target: 50th Percentile
|
| | |
•
Comparison to the KRX will align incentive pay with performance as compared to the broader industry, ensuring integrity with our annual goal-setting process.
•
Suited for nimble management in a dynamic and challenging operating environment.
|
| |
| |
EFFICIENCY RATIO
|
| | ||||||||
| |
|
| | |
Weighting: 20%
Target: 54%
|
| | |
•
Noninterest Expenses / Revenue
•
Links performance to control of operating expenses.
|
| |
| |
CREDIT RISK
|
| | ||||||||
| |
|
| | |
Weighting: 25%
Target: 0.50%
|
| | |
•
Nonperforming Assets (NPA) / Total Assets
•
Links performance to asset quality.
|
| |
| |
STRATEGIC OBJECTIVES
|
| | ||||||||
| |
|
| | |
Weighting: 30%
Target: Achievement of Objectives
|
| | |
•
Compensation Committee assessment of satisfaction of strategic objectives relating to Risk Management and Human Capital Initiatives.
•
Risk Management: enhancing liquidity, controlling customer deposit costs, managing loan portfolio growth, accelerating capital accumulation, increasing pledged asset borrowing capacity.
•
Human Capital Initiatives: develop and launch career planning tool, launch leadership programs, increase employee engagement
|
| |
|
Name
|
| |
Target Award
|
| |
Actual Award
as % of Target |
| |
Actual Award
|
| |
Award as % of
Base Salary |
| ||||||||||||
|
Steven R. Gardner
|
| | | $ | 950,000 | | | | | | 55% | | | | | $ | 522,500 | | | | | | 55% | | |
|
Edward E. Wilcox
|
| | | $ | 526,500 | | | | | | 85% | | | | | $ | 447,525 | | | | | | 77% | | |
|
Ronald J. Nicolas, Jr.
|
| | | $ | 471,750 | | | | | | 85% | | | | | $ | 400,988 | | | | | | 72% | | |
|
Michael S. Karr
|
| | | $ | 276,250 | | | | | | 85% | | | | | $ | 234,813 | | | | | | 55% | | |
|
Thomas E. Rice
|
| | | $ | 276,250 | | | | | | 85% | | | | | $ | 234,813 | | | | | | 55% | | |
|
RESTRICTED STOCK AWARDS
|
| ||||
|
|
| | |
•
50% of the LTIP award for each NEO.
•
Time-based vesting.
•
Vest 1/3 of the award at each of three annual anniversaries of the date of grant.
•
Purpose: Reward and retention of key NEOs and alignment with the interests of stockholders.
|
|
|
PERFORMANCE-BASED RESTRICTED STOCK UNITS
|
| ||||
|
|
| | |
•
50% of the LTIP award for each NEO.
•
Performance-based vesting.
•
Three-year performance period.
•
Vesting is based on performance against pre-defined performance goals over the performance period.
•
Purpose: Reward and retention of key NEOs and alignment with the interests of stockholders.
|
|
|
Name
|
| |
Restricted Stock Award
(# of Shares) |
| |
Award Grant Date
Fair Value |
| |
Restricted Stock Units
(# of RSUs at Target) |
| |
Award Grant Date
Market Value |
| ||||||||||||
|
Steven R. Gardner
|
| | | | 70,253 | | | | | $ | 1,750,000 | | | | | | 70,253 | | | | | $ | 1,750,000 | | |
|
Edward E. Wilcox
|
| | | | 34,123 | | | | | $ | 850,000 | | | | | | 34,123 | | | | | $ | 850,000 | | |
|
Ronald J. Nicolas, Jr.
|
| | | | 30,108 | | | | | $ | 750,000 | | | | | | 30,108 | | | | | $ | 750,000 | | |
|
Michael S. Karr
|
| | | | 14,051 | | | | | $ | 350,000 | | | | | | 14,051 | | | | | $ | 350,000 | | |
|
Thomas E. Rice
|
| | | | 14,051 | | | | | $ | 350,000 | | | | | | 14,051 | | | | | $ | 350,000 | | |
|
Position
|
| |
Minimum Ownership of Common Stock
(Multiple of Base Salary) |
| |||
|
CEO
|
| | | | 5.0x | | |
|
Other NEOs
|
| | | | 3.0x | | |
|
SUMMARY COMPENSATION TABLE
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Name and
Principal Position |
| |
Year
|
| |
Salary
|
| |
Bonus
|
| |
Restricted
Stock Awards(1) |
| |
Option
Awards |
| |
Non-Equity
Incentive Plan Compensation(2) |
| |
Change in
Pension Value (Nonqualified Compensation Contribution)(3) |
| |
All Other
Compensation(4) |
| |
Total
|
| |||||||||||||||||||||||||||
|
Steven R. Gardner
Chairman, Chief Executive Officer, and President |
| | | | 2023 | | | | | $ | 950,000 | | | | | $ | — | | | | | $ | 3,380,576 | | | | | $ | — | | | | | $ | 522,500 | | | | | $ | — | | | | | $ | 111,375 | | | | | $ | 4,964,451 | | |
| | | 2022 | | | | | | 950,000 | | | | | | — | | | | | | 4,318,611 | | | | | | — | | | | | | 594,261 | | | | | | — | | | | | | 111,559 | | | | | | 5,974,431 | | | |||
| | | 2021 | | | | | | 944,000 | | | | | | — | | | | | | 4,619,149 | | | | | | — | | | | | | 1,394,369 | | | | | | — | | | | | | 96,591 | | | | | | 7,054,109 | | | |||
|
Edward E. Wilcox
President and Chief Operating Officer of the Bank |
| | | | 2023 | | | | | | 580,000 | | | | | | — | | | | | | 1,642,000 | | | | | | — | | | | | | 447,525 | | | | | | 72,925 | | | | | | 75,764 | | | | | | 2,818,214 | | |
| | | 2022 | | | | | | 555,000 | | | | | | — | | | | | | 1,707,401 | | | | | | — | | | | | | 312,456 | | | | | | 68,688 | | | | | | 63,266 | | | | | | 2,706,811 | | | |||
| | | 2021 | | | | | | 552,900 | | | | | | — | | | | | | 1,611,354 | | | | | | — | | | | | | 733,145 | | | | | | 64,748 | | | | | | 64,160 | | | | | | 3,026,307 | | | |||
|
Ronald J. Nicolas, Jr.
Senior Executive Vice President and Chief Financial Officer |
| | | | 2023 | | | | | | 550,000 | | | | | | — | | | | | | 1,448,797 | | | | | | — | | | | | | 400,988 | | | | | | — | | | | | | 71,432 | | | | | | 2,471,217 | | |
| | | 2022 | | | | | | 525,000 | | | | | | — | | | | | | 1,506,521 | | | | | | — | | | | | | 246,305 | | | | | | — | | | | | | 47,445 | | | | | | 2,325,271 | | | |||
| | | 2021 | | | | | | 523,000 | | | | | | — | | | | | | 1,342,752 | | | | | | — | | | | | | 577,929 | | | | | | — | | | | | | 64,107 | | | | | | 2,507,788 | | | |||
|
Michael S. Karr
Senior Executive Vice President and Chief Risk Officer |
| | | | 2023 | | | | | | 420,800 | | | | | | — | | | | | | 676,136 | | | | | | — | | | | | | 234,813 | | | | | | — | | | | | | 72,669 | | | | | | 1,404,418 | | |
| | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | 703,004 | | | | | | — | | | | | | 125,108 | | | | | | — | | | | | | 57,143 | | | | | | 1,285,255 | | | |||
| | | 2021 | | | | | | 398,200 | | | | | | — | | | | | | 563,913 | | | | | | — | | | | | | 293,551 | | | | | | — | | | | | | 59,804 | | | | | | 1,315,468 | | | |||
|
Thomas E. Rice
Senior Executive Vice President and Chief Innovation Officer |
| | | | 2023 | | | | | | 420,800 | | | | | | — | | | | | | 676,136 | | | | | | — | | | | | | 234,813 | | | | | | — | | | | | | 60,768 | | | | | | 1,392,517 | | |
| | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | 703,004 | | | | | | — | | | | | | 125,108 | | | | | | — | | | | | | 48,082 | | | | | | 1,276,194 | | | |||
| | | 2021 | | | | | | 398,750 | | | | | | — | | | | | | 563,913 | | | | | | — | | | | | | 293,551 | | | | | | — | | | | | | 60,824 | | | | | | 1,317,038 | | |
|
ALL OTHER COMPENSATION
|
| ||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Year
|
| |
401(k)
Contributions |
| |
Auto(1)
|
| |
Insurance(2)
|
| |
Club
Membership |
| |
Financial and
Tax Planning |
| |
Total
|
| |||||||||||||||||||||
|
Steven R. Gardner
|
| | | | 2023 | | | | | $ | 13,200 | | | | | $ | 23,520 | | | | | $ | 35,014 | | | | | $ | 12,178 | | | | | $ | 27,463 | | | | | $ | 111,375 | | |
|
Edward E. Wilcox
|
| | | | 2023 | | | | | | 13,200 | | | | | | 10,800 | | | | | | 24,301 | | | | | | — | | | | | | 27,463 | | | | | | 75,764 | | |
|
Ronald J. Nicolas, Jr.
|
| | | | 2023 | | | | | | 13,200 | | | | | | 13,276 | | | | | | 24,956 | | | | | | — | | | | | | 20,000 | | | | | | 71,432 | | |
|
Michael S. Karr
|
| | | | 2023 | | | | | | 13,200 | | | | | | 7,200 | | | | | | 24,806 | | | | | | — | | | | | | 27,463 | | | | | | 72,669 | | |
|
Thomas E. Rice
|
| | | | 2023 | | | | | | 9,160 | | | | | | 7,200 | | | | | | 24,806 | | | | | | — | | | | | | 20,000 | | | | | | 60,768 | | |
|
GRANTS OF PLAN-BASED AWARDS IN 2023
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
Grant Date
Fair Value of Stock and Option Awards ($) |
| ||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Threshold ($)
|
| |
Target ($)
|
| |
Maximum ($)
|
| |
Threshold ($)
|
| |
Target (#)
|
| |
Maximum (#)
|
| |||||||||||||||||||||||||||||||||
|
Steven R. Gardner
|
| | | | | | | | | | 475,000 | | | | | | 950,000 | | | | | | 1,425,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/15/2023 | | | | | | | | | | | | | | | | | | | | | | | | 35,127 | | | | | | 70,253 | | | | | | 140,506 | | | | | | | | | | | | 1,630,574(1) | | | |||
| | | 3/15/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 70,253(2) | | | | | | 1,750,002 | | | |||
|
Edward E. Wilcox
|
| | | | | | | | | | 263,250 | | | | | | 526,500 | | | | | | 789,750 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/15/2023 | | | | | | | | | | | | | | | | | | | | | | | | 17,062 | | | | | | 34,123 | | | | | | 68,246 | | | | | | | | | | | | 791,996(1) | | | |||
| | | 3/15/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 34,123(2) | | | | | | 850,004 | | | |||
|
Ronald J. Nicolas, Jr.
|
| | | | | | | | | | 210,900 | | | | | | 471,750 | | | | | | 627,150 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/15/2023 | | | | | | | | | | | | | | | | | | | | | | | | 15,054 | | | | | | 30,108 | | | | | | 60,216 | | | | | | | | | | | | 698,807(1) | | | |||
| | | 3/15/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,108(2) | | | | | | 749,990 | | | |||
|
Michael S. Karr
|
| | | | | | | | | | 106,250 | | | | | | 276,250 | | | | | | 318,750 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/15/2023 | | | | | | | | | | | | | | | | | | | | | | | | 7,026 | | | | | | 14,051 | | | | | | 28,102 | | | | | | | | | | | | 326,126(1) | | | |||
| | | 3/15/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,051(2) | | | | | | 350,010 | | | |||
|
Thomas E. Rice
|
| | | | | | | | | | 106,250 | | | | | | 276,250 | | | | | | 318,750 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/15/2023 | | | | | | | | | | | | | | | | | | | | | | | | 7,026 | | | | | | 14,051 | | | | | | 28,102 | | | | | | | | | | | | 326,126(1) | | | |||
| | | 3/15/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,051(2) | | | | | | 350,010 | | |
|
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(1) |
| |
Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) |
| |
Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
| ||||||||||||||||||||||||||||||
|
Steven R. Gardner
Chairman, Chief Executive Officer, and President |
| | | | 3/31/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,689(3) | | | | | | 456,707 | | | | | | 78,810(7) | | | | | | 2,294,159 | | |
| | | 3/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 38,812(4) | | | | | | 1,129,817 | | | | | | 55,259(8) | | | | | | 1,608,589 | | | |||
| | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 70,253(5) | | | | | | 2,045,065 | | | | | | 36,753(9) | | | | | | 1,069,880 | | | |||
|
Edward E. Wilcox
President and Chief Banking Officer |
| | | | 1/28/2015 | | | | | | 30,499 | | | | | | — | | | | | | — | | | | | | 15.16 | | | | | | 1/28/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/31/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,473(3) | | | | | | 159,319 | | | | | | 27,492(7) | | | | | | 800,292 | | | |||
| | | 3/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,345(4) | | | | | | 446,693 | | | | | | 21,847(8) | | | | | | 635,966 | | | |||
| | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,123(5) | | | | | | 993,321 | | | | | | 17,852(9) | | | | | | 519,672 | | | |||
|
Ronald J. Nicolas, Jr.
Senior Executive Vice President and Chief Financial Officer |
| | | | 3/31/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,561(3) | | | | | | 132,771 | | | | | | 22,909(7) | | | | | | 666,881 | | |
| | | 3/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,540(4) | | | | | | 394,149 | | | | | | 19,277(8) | | | | | | 561,153 | | | |||
| | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,108(5) | | | | | | 876,444 | | | | | | 15,751(9) | | | | | | 458,512 | | | |||
|
Michael S. Karr
Senior Executive Vice President and Chief Risk Officer |
| | | | 3/31/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,000(6) | | | | | | 174,660 | | | | | | — | | | | | | — | | |
| | | 3/15/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,916(3) | | | | | | 55,775 | | | | | | 9,622(7) | | | | | | 280,096 | | | |||
| | | 3/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,318(4) | | | | | | 183,917 | | | | | | 8,995(8) | | | | | | 261,844 | | | |||
| | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,051(5) | | | | | | 409,025 | | | | | | 7,352(9) | | | | | | 214,017 | | | |||
|
Thomas E. Rice
Senior Executive Vice President and Chief Innovation Officer |
| | | | 3/31/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,000(6) | | | | | | 232,880 | | | | | | — | | | | | | — | | |
| | | 3/15/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,916(3) | | | | | | 55,775 | | | | | | 9,622(7) | | | | | | 280,096 | | | |||
| | | 3/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,318(4) | | | | | | 183,917 | | | | | | 8,995(8) | | | | | | 261,844 | | | |||
| | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,051(5) | | | | | | 409,025 | | | | | | 7,352(9) | | | | | | 214,017 | | |
|
2023 OPTION EXERCISES AND STOCK VESTED
|
| ||||||||||||||||||||||||
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Number of Shares
Acquired on Vesting (#)(1) |
| |
Value Realized
on Vesting ($)(2) |
| ||||||||||||
|
Steven R. Gardner
|
| | | | — | | | | | | — | | | | | | 173,171 | | | | | | 4,190,802 | | |
|
Edward E. Wilcox
|
| | | | 18,892 | | | | | | 135,050 | | | | | | 72,751 | | | | | | 1,759,178 | | |
|
Ronald J. Nicolas, Jr.
|
| | | | — | | | | | | — | | | | | | 70,936 | | | | | | 1,713,966 | | |
|
Michael S. Karr
|
| | | | 34,927 | | | | | | 358,041 | | | | | | 8,074 | | | | | | 198,453 | | |
|
Thomas E. Rice
|
| | | | — | | | | | | — | | | | | | 9,074 | | | | | | 222,473 | | |
|
Name
|
| |
Aggregate Balance
at Fiscal Year-End Prior to Last Fiscal Year-End ($) |
| |
Registrant
Contributions in Last Fiscal Year ($) |
| |
Aggregate Earnings
in Last Fiscal Year ($) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate Balance
at Last Fiscal Year-End ($) |
| |||||||||||||||
|
Steven R. Gardner
|
| | | | 1,985,192 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,985,192 | | |
|
Edward E. Wilcox
|
| | | | 492,410 | | | | | | 72,925 | | | | | | — | | | | | | — | | | | | | 565,335 | | |
|
Material Term
|
| |
Summary
|
|
|
Term
|
| | Each of the employment agreements has a specified term — three (3) years for Mr. Gardner, two (2) years for Messrs. Nicolas and Wilcox, and one (1) year for Messrs. Karr and Rice — which will automatically extend for additional one-year periods upon each anniversary of the effective date, unless at least 90 days prior to the relevant anniversary date, the executive or the Company gives written notice to the other party of their election not to extend the term. If there is a Change in Control during the term, then the term will be automatically extended so that the term does not expire prior to the second anniversary of the Change in Control. If the term of a New Employment Agreement with Messrs. Gardner, Nicolas, or Wilcox expires and there is a Change in Control within 90 days following such expiration, the term will be considered to have been extended such that the term does not expire prior to the second anniversary of the Change in Control. | |
|
Base Salary
|
| | Each NEO employment agreement establishes a minimum base salary, which may be increased from time to time in such amounts as may be determined by either or both of the Company’s and the Bank’s Boards of Directors, as the case may be. The minimum base salaries for Messrs. Gardner, Wilcox, Nicolas, Karr and Rice are $900,000, $555,000, $525,000, $400,000 and $400,000, respectively. | |
|
Performance Bonus
|
| | Each NEO is eligible for a performance bonus in accordance with the applicable annual incentive plan. | |
|
Other Benefits
|
| | Each NEO also is entitled to participate in any pension, retirement or other benefit plan or program given to employees and executives of either or both of the Company and the Bank. Messrs. Gardner, Nicolas, and Wilcox are entitled to an automobile or an automobile allowance, and Messrs. Rice and Karr are entitled to an automobile allowance. | |
|
Termination
|
| | Pursuant to each NEOs employment agreement, either or both of the Company and the Bank have the right, at any time upon prior notice of termination, to terminate the NEOs employment for any reason, including, without limitation, termination for “cause”(1) or disability, and each NEO has the right, upon prior notice of termination, to terminate his employment with either or both of the Company and the Bank, as the case may be, for any reason. | |
|
Termination Following Change in Control(2); Termination for
Good Reason(3) |
| |
In the event that an NEO’s employment is terminated (a) by the Company or the Bank (as applicable) for other than Cause, or (b) by the NEO for Good Reason, and in each case such termination occurs within two (2) years following a Change in Control, or, for Messrs. Gardner, Nicolas, or Wilcox, such termination occurs within six (6) months prior to a Change in Control, then the NEO. will be entitled to receive severance equal to the product of: (x) the sum of his base salary plus the greater of his target incentive bonus for the year of termination or the highest annual incentive bonus paid during the prior three years, (y) multiplied by three (3) for Messrs. Gardner, Nicolas, and Wilcox, or two (2) for Messrs. Karr and Rice, less taxes and other required withholding.
In addition, the NEO will be entitled, for a period ending at the earlier of (i) a period of years equal to the applicable severance multiple or (ii) the date of his full-time employment by another employer, to participate in COBRA at active employee rates (or, to the extent such period extends beyond eighteen (18) months, a cash payment equal to the employer portion of the health insurance premiums for the remaining portion of the period).
|
|
|
Termination Not Following Change in Control(2)
|
| |
In the event that an NEO’s employment is terminated (a) by the Company or the Bank (as applicable) for other than Cause, or (b) in the case of Messrs. Gardner, Nicolas, and Wilcox, by the NEO for Good Reason, and such termination does not occur during the applicable period prior to or following a Change in Control as described above, then the Executive will be entitled to receive severance equal to the product of: (x) the sum of his base salary plus his target incentive bonus for the year of termination, (y) multiplied by three (3) for Mr. Gardner, two (2) for Messrs. Nicolas and Wilcox, or one (1) for Messrs. Karr and Rice, less taxes and other required withholding.
In addition, the NEO will be entitled, for a period ending at the earlier of (i) a period of years equal to the applicable severance multiple or (ii) the date of his full-time employment by another employer, to participate in COBRA at active employee rates (or, to the extent such period extends beyond eighteen (18) months, a cash payment equal to the employer portion of the health insurance premiums for the remaining portion of the period).
|
|
|
Material Term
|
| |
Summary
|
|
|
Termination for Cause or by the NEO Other Than for Disability or Good Reason(3)
|
| | In the event that an NEO’s employment is terminated by either or both of the Company and the Bank, as the case may be, for cause, or an NEO terminates his employment other than for disability or good reason, the NEO will have no right to compensation or other benefits for any period after the applicable date of termination other than for base salary accrued through the date of termination. | |
|
Termination as a Result of Death or Disability
|
| | In the event that an NEO’s employment is terminated as a result of disability or death during the term of his employment agreement, the NEO, or his estate in the event of his death, will receive the lesser of (i) one year of his base salary as in effect as of the date of termination or death, or (ii) his base salary for the duration of the term of employment, less taxes and other required withholding. In the event the Company or the Bank (as applicable) makes supplemental long-term disability or supplemental life insurance or similar benefits, as applicable, available to the NEO or the NEO’s estate (as the case may be) will not be entitled to the payment set forth above. | |
|
Parachute Payments
|
| | If any payments and benefits to an NEO would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits will be reduced by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits payable by the Company or the Bank (as applicable) to the NEO being non-deductible to the Company and the Bank pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code, except that no such reduction will be applied in the event that the payments and benefits, net of all taxes (including the excise tax), is greater than the reduced amount. | |
|
Confidentiality and Non-Solicitation Each
|
| | Each of the employment agreements contains certain restrictive covenants, including restrictive covenants related to the use of the Company’s and the Bank’s confidential and proprietary information and misappropriating the Company’s and the Bank’s trade secrets. In addition, the employment agreements for Messrs. Gardner, Nicolas, and Wilcox, include a one-year limited non-competition provision related to certain activities outside of the State of California. | |
|
Circumstances or Termination and/or Change in Control
|
| |
Severance
|
| |
Insurance
Benefits(1) |
| |
Salary
Continuation Plan(2) |
| |
Equity
Accelerated Vesting(3) |
| |
Total
|
| |||||||||||||||
| Steven R. Gardner | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Termination for Cause or Resignation without Disability or Good Reason | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Death | | | | | 950,000 | | | | | | — | | | | | | 1,982,130 | | | | | | 6,717,365 | | | | | | 9,649,495 | | |
| Disability | | | | | 950,000 | | | | | | — | | | | | | 3,000,000 | | | | | | 6,717,365 | | | | | | 10,667,365 | | |
| Retirement | | | | | — | | | | | | — | | | | | | 3,000,000 | | | | | | — | | | | | | 3,000,000 | | |
| Change of Control (regardless of termination) | | | | | — | | | | | | — | | | | | | 1,982,130 | | | | | | — | | | | | | 1,982,130 | | |
| Termination by us without Cause, or by NEO for Good Reason (not within two years after change in control) | | | | | 5,700,000 | | | | | | 54,032 | | | | | | 3,000,000 | | | | | | — | | | | | | 8,849,809 | | |
|
Termination by us without Cause or by NEO for Good Reason within two years after a change in control(4)(5)
|
| | | | 7,033,107 | | | | | | 54,032 | | | | | | 1,982,130 | | | | | | 9,139,085 | | | | | | 18,304,130 | | |
| Edward E. Wilcox | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Termination for Cause or Resignation without Disability or Good Reason | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Death | | | | | 585,000 | | | | | | — | | | | | | 989,413 | | | | | | 2,804,108 | | | | | | 4,378,521 | | |
| Disability | | | | | 585,000 | | | | | | — | | | | | | 854,328 | | | | | | 2,804,108 | | | | | | 4,243,437 | | |
| Retirement | | | | | — | | | | | | — | | | | | | 1,500,000 | | | | | | — | | | | | | 1,500,000 | | |
| Change of Control (regardless of termination) | | | | | — | | | | | | — | | | | | | 989,413 | | | | | | — | | | | | | 989,413 | | |
| Termination by us without Cause, or by NEO for Good Reason (not within two years after change in control) | | | | | 2,223,000 | | | | | | 41,052 | | | | | | 854,328 | | | | | | — | | | | | | 3,146,078 | | |
|
Termination by us without Cause or by NEO for Good Reason within two years after a change in control(4)(5)
|
| | | | 3,954,435 | | | | | | 41,052 | | | | | | 989,413 | | | | | | 3,898,877 | | | | | | 8,945,849 | | |
| Ronald J. Nicolas Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Termination for Cause or Resignation without Disability or Good Reason | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Death | | | | | 555,000 | | | | | | — | | | | | | — | | | | | | 2,442,009 | | | | | | 2,997,009 | | |
| Disability | | | | | 555,000 | | | | | | — | | | | | | — | | | | | | 2,442,009 | | | | | | 2,997,009 | | |
| Retirement | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Change of Control (regardless of termination) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Termination by us without Cause, or by NEO for Good Reason (not within two years after change in control) | | | | | 2,053,500 | | | | | | 36,625 | | | | | | — | | | | | | — | | | | | | 2,123,049 | | |
|
Termination by us without Cause or by NEO for Good Reason within two years after a change in control(5)
|
| | | | 3,398,787 | | | | | | 36,625 | | | | | | — | | | | | | 3,406,161 | | | | | | 6,909,272 | | |
| Michael S. Karr | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Termination for Cause or Resignation without Disability or Good Reason (not within two years after a change in
control) |
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Death | | | | | 425,000 | | | | | | — | | | | | | — | | | | | | 1,288,758 | | | | | | 1,713,758 | | |
| Disability | | | | | 425,000 | | | | | | — | | | | | | — | | | | | | 1,288,758 | | | | | | 1,713,758 | | |
| Retirement | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Change of Control (regardless of termination) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Termination by us without Cause, or by NEO for Good Reason (not within two years after change in control) | | | | | 701,250 | | | | | | 31,489 | | | | | | — | | | | | | — | | | | | | 737,849 | | |
|
Termination by us without Cause or by NEO for Good Reason within two years after a change in control(5)
|
| | | | 1,437,102 | | | | | | 47,234 | | | | | | — | | | | | | 1,737,256 | | | | | | 3,247,555 | | |
| Thomas E. Rice | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Termination for Cause or Resignation without Disability or Good Reason (not within two years after a change in
control) |
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Death | | | | | 425,000 | | | | | | — | | | | | | — | | | | | | 1,346,978 | | | | | | 1,771,978 | | |
| Disability | | | | | 425,000 | | | | | | — | | | | | | — | | | | | | 1,346,978 | | | | | | 1,771,978 | | |
| Retirement | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Change of Control (regardless of termination) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Termination by us without Cause, or by NEO for Good Reason (not within two years after change in control) | | | | | 701,250 | | | | | | 36,021 | | | | | | — | | | | | | — | | | | | | 741,119 | | |
| Termination by us without Cause or by NEO for Good Reason within two years after a change in control(5) | | | | | 1,437,102 | | | | | | 54,032 | | | | | | — | | | | | | 1,795,476 | | | | | | 3,312,315 | | |
| Year | | | Summary Compensation Table Total for Steven R. Gardner(1) ($) | | | Compensation Actually Paid to Steven R. Gardner(1)(2)(3) ($) | | | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | | | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | | | Value of Initial Fixed $100 Investment based On(4) | | | Net Income ($ Millions) | | | Adjusted Average Assets (ROAA)(5) | | |||||||||||||||||||||||||||
| TSR ($) | | | Peer Group TSR ($) | | |||||||||||||||||||||||||||||||||||||||||||||
| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
2020-2023
|
|
|
Edward Wilcox
|
|
|
Ronald J. Nicolas, Jr.
|
|
|
Michael S. Karr
|
|
|
Thomas Rice
|
|
| Year | | | Summary Compensation Table Total for Steven R. Gardner ($) | | | Exclusion of Stock Awards for Steven R. Gardner ($) | | | Inclusion of Equity Values for Steven R. Gardner ($) | | | Compensation Actually Paid to Steven R. Gardner ($) | | ||||||||||||
| 2023 | | | | | | | | | | ( | | | | | | | | | | | | | |||
| 2022 | | | | | | | | | | ( | | | | | | | | | | | | | |||
| 2021 | | | | | | | | | | ( | | | | | | | | | | | | | |||
| 2020 | | | | | | | | | | ( | | | | | | | | | | | | |
| Year | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | | | Average Exclusion of Stock Awards for Non- PEO NEOs ($) | | | Average Inclusion of Equity Values for Non- PEO NEOs ($) | | | Average Compensation Actually Paid to Non-PEO NEOs ($) | | ||||||||||||
| 2023 | | | | | | | | | | ( | | | | | | | | | | | | | |||
| 2022 | | | | | | | | | | ( | | | | | | | | | | | | | |||
| 2021 | | | | | | | | | | ( | | | | | | | | | | | | | |||
| 2020 | | | | | | | | | | ( | | | | | | | | | | | | |
| Year | | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Steven R. Gardner ($) | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Steven R. Gardner ($) | | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Steven R. Gardner ($) | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Steven R. Gardner ($) | | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Steven R. Gardner ($) | | | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Steven R. Gardner ($) | | | Total — Inclusion of Equity Values for Steven R. Gardner ($) | | |||||||||||||||||||||
| 2023 | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | |||||
| 2022 | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | |||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| 2020 | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | |
| Year | | | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | | | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | | | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | | | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | | | Total — Average Inclusion of Equity Values for Non-PEO NEOs ($) | | |||||||||||||||||||||
| 2023 | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | |||||
| 2022 | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | |||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| 2020 | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
PROPOSAL NO. 3 — ADVISORY VOTE ON THE
FREQUENCY OF FUTURE ADVISORY VOTES ON THE NAMED EXECUTIVE OFFICER COMPENSATION |
|
|
PROPOSAL NO. 4 — RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 |
|
| | | |
FOR THE YEAR ENDED DECEMBER 31,
|
| |||||||||||||||||||||
| | | |
2023
|
| |
2022
|
| ||||||||||||||||||
| | | |
Deloitte
|
| |
Crowe
|
| |
Deloitte
|
| |
Crowe
|
| ||||||||||||
| Audit fees | | | | $ | 2,028,604 | | | | | $ | 52,500 | | | | | $ | 1,8700,750 | | | | | $ | 56,000 | | |
| Audit-related fees | | | | | 41,895 | | | | | | — | | | | | | 45,895 | | | | | | 15,000 | | |
|
Total audit and audit-related fees
|
| | | | 2,070,499 | | | | | | 52,500 | | | | | | 1,846,645 | | | | | | 71,000 | | |
| All other fees | | | | | — | | | | | | 79,881 | | | | | | — | | | | | | 45,275 | | |
|
Total fees
|
| | | $ | 2,070,499 | | | | | $ | 132,381 | | | | | $ | 1,846,645 | | | | | $ | 116,275 | | |
|
Audit Fees
|
| | Fees are related to the integrated audit of the Company’s annual financial statements for the years ended December 31, 2023 and 2023, and for the reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q and annual reports on Form 10-K for those years. | |
|
Audit-Related Fees
|
| | Fees for 2023 primarily consist of the assurance and related services provided in connection with Uniform Single Attestation Program. Fees for 2022 consist of the assurance and related services provided in connection with the Company’s filing of its Registration Statement on Form S-8 filing and Uniform Single Attestation Program. | |
|
All Other Fees
|
| | Fees for 2023 are related to Fair Lending and Unfair, Deceptive, or Abusive Acts or Practices compliance reviews as well as accounting advisory services. Fees for 2022 are related to loan modification policies and procedures. | |
|
MEETING AND OTHER INFORMATION
|
|
|
Notice of Internet Availability of Proxy Materials
|
| |
In accordance with rules adopted by the SEC, except for stockholders who have requested otherwise, we have generally mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”). The Notice of Internet Availability provides instructions either for accessing our proxy materials, including the Notice of Meeting and Proxy Statement and the 2023 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Proxy Materials”), at the website address referred to in the Notice of Internet Availability, or for requesting printed copies of the proxy materials by mail or electronically by e-mail. If you would like to receive a paper or e-mail copy of our proxy materials either for this Annual Meeting or for all future meetings, you should follow the instructions for requesting such materials included in the Notice of Internet Availability we mailed to you.
Our Board of Directors provided the Notice of Internet Availability and is making the proxy materials available to you in connection with the Annual Meeting. As a stockholder of record on the Record Date, you are invited to attend the Annual Meeting and are entitled to, and requested to, vote on the proposals described in this Proxy Statement.
|
|
|
Information Contained in Proxy Statement
|
| | This information relates to the proposals to be voted on at the Annual Meeting, the voting process, compensation of our directors and most highly paid executives, and certain other required information. | |
|
Access the Company’s Proxy Materials Electronically
|
| | The Proxy Materials are available at www.proxyvote.com and from our corporate website at www.ppbi.com under the “Investors” section. To view this material, you must have available the 16-digit control number located on the proxy card or, if shares are held in the name of a broker, bank or other nominee, the voting instruction form. | |
|
Stockholders Eligible to Vote
|
| |
Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting.
|
|
|
Shares Eligible to be Voted
|
| | As of the Record Date, we had 96,475,096 shares of common stock outstanding. Each outstanding share of our common stock will entitle its holder to one vote on each of the eleven (11) director nominees to be elected and one vote on each other matter to be voted on at the Annual Meeting. | |
|
Quorum Requirement
|
| | As of the Record Date, 96,475,096 shares of the Company’s common stock were issued and outstanding. A majority of the outstanding shares entitled to vote at the Annual Meeting, present or represented by proxy, constitutes a quorum for the purpose of adopting proposals at the Annual Meeting. If you submit a properly executed proxy, then you will be considered part of the quorum. | |
|
Broker Non-Votes
|
| | If a broker indicates on its proxy that it submits to the Company that it does not have authority to vote certain shares held in “street name,” the shares not voted are referred to as “broker non-votes.” Broker non-votes occur when brokers do not have discretionary voting authority to vote certain shares held in “street name” on particular proposals under the rules of the New York Stock Exchange, and the “beneficial owner” of those shares has not instructed the broker how to vote on those proposals. If you are a beneficial owner and you do not provide instructions to your broker, bank or other nominee, your broker, bank or other nominee is permitted to vote your shares for or against “routine” matters such as Proposal No. 4, the ratification of the appointment of our independent auditor. Brokers are not permitted to exercise discretionary voting authority to vote your shares for or against “non-routine” matters. All of the matters on which stockholders will be asked to vote on at the Annual Meeting, with the exception of Proposal No. 4, the ratification of the appointment of our independent auditor, are “non-routine” matters. | |
|
How to Vote
|
| |
If you are the stockholder of record, you may vote by one of the following four methods (as instructed on the Notice of Internet Availability):
•
in person at the Annual Meeting;
•
via the Internet;
•
by telephone; or
•
by mail.
If you would like to vote in person at the Annual Meeting and would like to obtain directions to, or other instructions for attending, the Annual Meeting, please contact Investor Relations, Pacific Premier Bancorp, Inc., 17901 Von Karman Avenue, Suite 1200, Irvine, California 92614 at (949) 864-8000.
If you elect to vote by mail and you requested and received a printed set of the proxy materials, you may mark, sign, date, and mail the proxy card enclosed with the proxy materials you received.
Whichever method of voting you use, the proxies identified on the proxy card will vote the shares of which you are the stockholder of record in accordance with your instructions. If you submit a proxy card properly voted and returned through available channels without giving specific voting instructions, the proxies will vote the shares as recommended by our Board of Directors.
If you own your shares in “street name,” that is, through a brokerage account or in another nominee form, you must provide instructions to the broker or nominee as to how your shares should be voted. Your broker or nominee will usually provide you with the appropriate instruction forms at the time you receive these Proxy Materials. If you own your shares in this manner, you cannot vote in person at the Annual Meeting unless you receive a proxy to do so from the broker or the nominee, and you bring the proxy to, or otherwise present your proxy at, our Annual Meeting.
|
|
|
Voting Over the Internet or by Telephone
|
| |
Voting over the Internet: You may use the Internet (www.proxyvote.com) to transmit your vote up until 11:59 p.m., Eastern Time, May 12, 2024 by following the instructions provided either in the Notice of Internet Availability or on the proxy card or voting instruction form you received if you requested and received a printed set of the proxy materials.
Voting by Telephone: If you are a stockholder of record, you may call 1-800-690-6903 and use any touch-tone telephone to transmit your vote up until 11:59 p.m., Eastern Time, May 12, 2024 by following the instructions provided either in the Notice of Internet Availability or on the proxy card or voting instruction form you received if you requested and received a printed set of the proxy materials. Note: If you intend to take advantage of the opportunity to listen to the Annual Meeting via telephone, you will not be able to revoke or cast a vote over the telephone during the Annual Meeting.
If you hold your shares in “street name,” that is through a broker, bank or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether telephone or Internet voting options are available.
|
|
|
Revoking or Changing Your Vote
|
| |
If you are the record owner of your shares, and you completed and submitted a proxy card, you may revoke your proxy at any time before it is voted at the Annual Meeting by:
•
submitting a new proxy card with a later date;
•
delivering written notice to our Secretary on or before May 13, 2024, stating that you are revoking your proxy;
•
attending the Annual Meeting and voting your shares in person; or
•
if you are a record owner of your shares and you submitted your proxy by telephone or via the Internet, you may change your vote or revoke your proxy with a later telephone or Internet proxy, as the case may be.
Please note that attendance at the Annual Meeting will not, in itself, constitute revocation of your proxy.
If you own your shares in “street name,” you may later revoke your voting instructions by informing the bank, broker or other holder of record in accordance with that entity’s procedures.
|
|
|
The Cost of the Proxy Solicitation
|
| | The Company will bear the cost of the solicitation of proxies. Officers and regular employees of the Company may, without being additionally compensated, solicit proxies personally and by mail, telephone, facsimile or electronic communication. We have retained DF King & Co., Inc. to assist in the solicitation at a cost of approximately $12,000, plus payment of reasonable out-of-pocket expenses incurred by DF King & Co., Inc. | |
|
How to Obtain the Company’s Corporate Governance Information
|
| | Our Corporate Governance information is available from our website at www.ppbi.com under the “Investors” section. Our stockholders may also obtain written copies at no cost by writing to us at 17901 Von Karman Avenue, Suite 1200, Irvine, California 92614, Attention: Investor Relations Department, or by calling (949) 864-8000. | |
|
Requesting Electronic or Printed Copies of this and Future Proxy Materials
|
| |
You may request and consent to delivery of electronic or printed copies of this and future proxy statements, annual reports and other stockholder communications by:
•
visiting www.proxyvote.com;
•
calling 1-800-690-6903; or
•
sending an email to sendmaterial@proxyvote.com.
When requesting copies of proxy materials and other stockholder communications, you should have available the 16-digit control number located on the proxy card or, if shares are held in the name of a broker, bank or other nominee, the voting instruction form.
|
|
|
ANNEX A
|
|
| | | |
FOR THE YEAR ENDED DECEMBER 31,
|
| |||||||||||||||||||||||||||
| | | |
2023
|
| |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||||||||
| | | |
(Dollars in thousands)
|
| |||||||||||||||||||||||||||
| Net Income | | | | $ | 30,852 | | | | | $ | 283,743 | | | | | $ | 339,889 | | | | | $ | 60,351 | | | | | $ | 159,718 | | |
| Less: Net Loss from Investment Securities Repositioning | | | | | (254,065) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Add: FDIC Special Assessment | | | | | 2,080 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Add: Initial CECL-Related ACL Adjustment Related to Acquisition | | | | | — | | | | | | — | | | | | | — | | | | | | 84,431 | | | | | | — | | |
| Add: Merger-Related Expense | | | | | — | | | | | | — | | | | | | 5 | | | | | | 49,129 | | | | | | 656 | | |
| Less: Tax Adjustment(1) | | | | | (72,387) | | | | | | — | | | | | | (1) | | | | | | (38,170) | | | | | | (190) | | |
|
Net Income, as Adjusted
|
| | | $ | 214,610 | | | | | $ | 283,743 | | | | | $ | 339,893 | | | | | $ | 155,741 | | | | | $ | 160,184 | | |
| Average Assets | | | | $ | 20,787,793 | | | | | $ | 21,513,428 | | | | | $ | 20,492,402 | | | | | $ | 16,817,242 | | | | | $ | 11,546,912 | | |
| Return on Average Assets | | | | | 0.15% | | | | | | 1.32% | | | | | | 1.66% | | | | | | 0.36% | | | | | | 1.38% | | |
| Add: Net Loss from Investment Securities Repositioning, FDIC Special Assessment, initial CECL-Related ACL Adjustment, and Merger-Related Expense, Net of Tax(1) | | | | | 0.88% | | | | | | —% | | | | | | —% | | | | | | 0.57% | | | | | | 0.01% | | |
|
Return on Average Assets, as Adjusted
|
| | | | 1.03% | | | | | | 1.32% | | | | | | 1.66% | | | | | | 0.93% | | | | | | 1.39% | | |
| | | |
FOR THE YEAR ENDED DECEMBER 31,
|
| |||||||||||||||||||||||||||
| | | |
2023
|
| |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||||||||
| | | |
(Dollars in thousands, except per share data)
|
| |||||||||||||||||||||||||||
| Net Income | | | | $ | 30,852 | | | | | $ | 283,743 | | | | | $ | 339,889 | | | | | $ | 60,351 | | | | | $ | 159,718 | | |
| Less: Dividends and Undistributed Earnings Allocated to Participating Securities | | | | | (2,061) | | | | | | (3,405) | | | | | | (3,517) | | | | | | (798) | | | | | | (1,650) | | |
|
Net Income Allocated to Common Stockholders
|
| | | | 28,791 | | | | | | 280,338 | | | | | | 336,372 | | | | | | 59,553 | | | | | | 158,068 | | |
| Less: Net Loss from Investment Securities Repositioning | | | | | (254,065) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Add: FDIC Special Assessment | | | | | 2,080 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Add: Initial CECL-Related ACL Adjustment Related to Acquisition | | | | | — | | | | | | — | | | | | | — | | | | | | 84,431 | | | | | | — | | |
| Add: Merger-Related Expense | | | | | — | | | | | | — | | | | | | 5 | | | | | | 49,129 | | | | | | 656 | | |
| Less: Tax Adjustment(1) | | | | | (72,387) | | | | | | — | | | | | | (1) | | | | | | (38,170) | | | | | | (190) | | |
|
Net Income Allocated to Common Stockholders, as Adjusted
|
| | | $ | 212,549 | | | | | $ | 280,338 | | | | | $ | 336,376 | | | | | $ | 154,943 | | | | | $ | 158,534 | | |
| Weighted Average Shares Outstanding-Diluted | | | | | 94,236,875 | | | | | | 94,091,461 | | | | | | 94,012,137 | | | | | | 79,506,274 | | | | | | 60,692,281 | | |
|
Diluted Earnings per Share
|
| | | $ | 0.31 | | | | | $ | 2.98 | | | | | $ | 3.58 | | | | | $ | 0.75 | | | | | $ | 2.60 | | |
|
Diluted Earnings per Share, as Adjusted
|
| | | $ | 2.26 | | | | | $ | 2.98 | | | | | $ | 3.58 | | | | | $ | 1.95 | | | | | $ | 2.61 | | |
| | | |
FOR THE YEAR ENDED DECEMBER 31,
|
| |||||||||||||||||||||||||||
| | | |
2023
|
| |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||||||||
| | | |
(Dollars in thousands)
|
| |||||||||||||||||||||||||||
| Net Income | | | | $ | 30,852 | | | | | $ | 283,743 | | | | | $ | 339,889 | | | | | $ | 60,351 | | | | | $ | 159,718 | | |
| Add: Amortization of Intangible Assets Expense | | | | | 12,303 | | | | | | 13,983 | | | | | | 15,936 | | | | | | 17,072 | | | | | | 17,245 | | |
| Less: Tax Adjustment(1) | | | | | (3,491) | | | | | | (3,987) | | | | | | (4,556) | | | | | | (4,892) | | | | | | (4,986) | | |
|
Net Income for Average Tangible Common Equity
|
| | | | 39,664 | | | | | | 293,739 | | | | | | 351,269 | | | | | | 72,531 | | | | | | 171,977 | | |
| Less: Net Loss from Investment Securities Repositioning | | | | | (254,065) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Add: FDIC Special Assessment | | | | | 2,080 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Add: Initial CECL-Related ACL Adjustment Related to Acquisition | | | | | — | | | | | | — | | | | | | — | | | | | | 84,431 | | | | | | — | | |
| Add: Merger-Related Expense | | | | | — | | | | | | — | | | | | | 5 | | | | | | 49,129 | | | | | | 656 | | |
| Less: Tax Adjustment(1) | | | | | (72,387) | | | | | | — | | | | | | (1) | | | | | | (38,170) | | | | | | (190) | | |
|
Adjusted Net Income for Average Tangible Common Equity
|
| | | $ | 223,422 | | | | | $ | 293,739 | | | | | $ | 351,273 | | | | | $ | 167,921 | | | | | $ | 172,443 | | |
| Average Stockholders’ Equity | | | | $ | 2,844,289 | | | | | $ | 2,788,543 | | | | | $ | 2,798,593 | | | | | $ | 2,419,013 | | | | | $ | 1,996,761 | | |
| Less: Average Intangible Assets | | | | | (49,643) | | | | | | (62,833) | | | | | | (77,817) | | | | | | (86,740) | | | | | | (92,339) | | |
| Less Average Goodwill | | | | | (901,312) | | | | | | (901,312) | | | | | | (900,458) | | | | | | (861,183) | | | | | | (808,535) | | |
|
Average Tangible Common Equity
|
| | | | 1,893,334 | | | | | | 1,824,398 | | | | | | 1,820,318 | | | | | | 1,471,090 | | | | | | 1,095,887 | | |
| Add: Tax Adjustment(1) | | | | | (23,917) | | | | | | — | | | | | | — | | | | | | 55,644 | | | | | | — | | |
|
Average Tangible Common Equity, as Adjusted
|
| | | $ | 1,869,417 | | | | | $ | 1,824,398 | | | | | $ | 1,820,318 | | | | | $ | 1,526,734 | | | | | $ | 1,095,887 | | |
|
Return on Average Common Equity
|
| | | | 1.08% | | | | | | 10.18% | | | | | | 12.14% | | | | | | 2.49% | | | | | | 8.00% | | |
|
Return on Average Common Equity, as Adjusted
|
| | | | 7.61% | | | | | | 10.18% | | | | | | 12.15% | | | | | | 6.29% | | | | | | 8.02% | | |
|
Return on Average Tangible Common Equity
|
| | | | 2.09% | | | | | | 16.10% | | | | | | 19.30% | | | | | | 4.93% | | | | | | 15.69% | | |
|
Return on Average Tangible Common Equity, as Adjusted
|
| | | | 11.95% | | | | | | 16.10% | | | | | | 19.30% | | | | | | 11.00% | | | | | | 15.74% | | |
| | | |
FOR THE YEAR ENDED DECEMBER 31,
|
| |||||||||||||||||||||||||||
| | | |
2023
|
| |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||||||||
| | | |
(Dollars in thousands)
|
| |||||||||||||||||||||||||||
| Total Noninterest Expense | | | | $ | 406,951 | | | | | $ | 396,670 | | | | | $ | 380,277 | | | | | $ | 381,119 | | | | | $ | 259,065 | | |
| Less: Amortization of Intangible Assets Expense | | | | | (12,303) | | | | | | (13,983) | | | | | | (15,936) | | | | | | (17,072) | | | | | | (17,245) | | |
| Less: Other Real Estate Owned Operations, Net | | | | | (215) | | | | | | — | | | | | | — | | | | | | (1) | | | | | | (160) | | |
| Less: Merger-Related Expense | | | | | — | | | | | | — | | | | | | (5) | | | | | | (49,129) | | | | | | (656) | | |
|
Noninterest Expense, as Adjusted
|
| | | $ | 394,433 | | | | | $ | 382,687 | | | | | $ | 364,336 | | | | | $ | 314,917 | | | | | $ | 241,004 | | |
| Less: FDIC Special Assessment | | | | | (2,080) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Noninterest Expense, as Adjusted for FDIC Special Assessment
|
| | | $ | 392,353 | | | | | $ | 382,687 | | | | | $ | 364,336 | | | | | $ | 314,917 | | | | | $ | 241,004 | | |
| Net Interest Income | | | | $ | 625,039 | | | | | $ | 697,112 | | | | | $ | 662,374 | | | | | $ | 574,211 | | | | | $ | 447,301 | | |
| Add: Total Noninterest (loss) Income | | | | | (173,918) | | | | | | 88,748 | | | | | | 107,850 | | | | | | 71,325 | | | | | | 35,236 | | |
| Less: Net Loss (Gain) from Investment Securities | | | | | 253,927 | | | | | | (1,710) | | | | | | (16,906) | | | | | | (13,882) | | | | | | (8,571) | | |
| Less: Other Income — Security Recoveries | | | | | — | | | | | | — | | | | | | (10) | | | | | | (2) | | | | | | (2) | | |
| Less: Net (Gain) Loss from Other Real Estate Owned | | | | | (82) | | | | | | — | | | | | | — | | | | | | 112 | | | | | | (52) | | |
| Less: Net (Gain) Loss from Debt Extinguishment | | | | | (793) | | | | | | — | | | | | | 180 | | | | | | — | | | | | | 612 | | |
|
Revenue, as Adjusted
|
| | | $ | 704,173 | | | | | $ | 784,150 | | | | | $ | 753,488 | | | | | $ | 631,764 | | | | | $ | 474,524 | | |
|
Efficiency Ratio
|
| | | | 56.0% | | | | | | 48.8% | | | | | | 48.4% | | | | | | 49.8% | | | | | | 50.8% | | |
|
Efficiency Ratio, as Adjusted for FDIC Special Assessment
|
| | | | 55.7% | | | | | | 48.8% | | | | | | 48.4% | | | | | | 49.8% | | | | | | 50.8% | | |
| | | |
FOR THE YEAR ENDED DECEMBER 31,
|
| |||||||||||||||||||||||||||
| | | |
2023
|
| |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||||||||
| | | |
(Dollars in thousands, except per share data)
|
| |||||||||||||||||||||||||||
| Total Assets | | | | $ | 19,026,645 | | | | | $ | 21,688,017 | | | | | $ | 21,094,429 | | | | | $ | 19,736,544 | | | | | $ | 11,776,012 | | |
| Less: Intangible Assets | | | | | (944,597) | | | | | | (956,900) | | | | | | (970,883) | | | | | | (984,076) | | | | | | (891,634) | | |
|
Tangible Assets
|
| | | $ | 18,082,048 | | | | | $ | 20,731,117 | | | | | $ | 20,123,546 | | | | | $ | 18,752,468 | | | | | $ | 10,884,378 | | |
| Total Stockholders’ Equity | | | | $ | 2,882,581 | | | | | $ | 2,798,389 | | | | | $ | 2,886,311 | | | | | $ | 2,746,649 | | | | | $ | 2,012,594 | | |
| Less: Intangible Assets | | | | | (944,597) | | | | | | (956,900) | | | | | | (970,883) | | | | | | (984,076) | | | | | | (891,634) | | |
|
Tangible Common Equity
|
| | | $ | 1,937,984 | | | | | $ | 1,841,489 | | | | | $ | 1,915,428 | | | | | $ | 1,762,573 | | | | | $ | 1,120,960 | | |
|
Tangible Common Equity Ratio
|
| | | | 10.72% | | | | | | 8.88% | | | | | | 9.52% | | | | | | 9.40% | | | | | | 10.30% | | |
| Basic Shares Outstanding | | | | | 95,860,092 | | | | | | 95,021,760 | | | | | | 94,389,543 | | | | | | 94,483,136 | | | | | | 59,506,057 | | |
| Book Value per Share | | | | $ | 30.07 | | | | | $ | 29.45 | | | | | $ | 30.58 | | | | | $ | 29.07 | | | | | $ | 33.82 | | |
| Less: Intangible Book Value per Share | | | | | (9.85) | | | | | | (10.07) | | | | | | (10.29) | | | | | | (10.42) | | | | | | (14.98) | | |
|
Tangible Book Value per Share
|
| | | $ | 20.22 | | | | | $ | 19.38 | | | | | $ | 20.29 | | | | | $ | 18.65 | | | | | $ | 18.84 | | |
| | | |
For the Year Ended December 31,
|
| |||||||||||||||||||||||||||||||||
| | | |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
| |
2014
|
| |
2013
|
| ||||||||||||||||||
| | | |
(Dollars in thousands, except per share data)
|
| |||||||||||||||||||||||||||||||||
| Total Assets | | | | $ | 11,487,387 | | | | | $ | 8,024,501 | | | | | $ | 4,036,311 | | | | | $ | 2,789,599 | | | | | $ | 2,037,731 | | | | | $ | 1,714,187 | | |
| Less: Intangible Assets | | | | | (909,282) | | | | | | (536,343) | | | | | | (111,941) | | | | | | (58,002) | | | | | | (28,564) | | | | | | (24,056) | | |
|
Tangible Assets
|
| | | $ | 10,578,105 | | | | | $ | 7,488,158 | | | | | $ | 3,924,370 | | | | | $ | 2,731,597 | | | | | $ | 2,009,167 | | | | | $ | 1,690,131 | | |
| Total Stockholders’ Equity | | | | $ | 1,969,697 | | | | | $ | 1,241,996 | | | | | $ | 459,740 | | | | | $ | 298,980 | | | | | $ | 199,592 | | | | | $ | 175,226 | | |
| Less: Intangible Assets | | | | | (909,282) | | | | | | (536,343) | | | | | | (111,941) | | | | | | (58,002) | | | | | | (28,564) | | | | | | (24,056) | | |
|
Tangible Common Equity
|
| | | $ | 1,060,415 | | | | | $ | 705,653 | | | | | $ | 347,799 | | | | | $ | 240,978 | | | | | $ | 171,028 | | | | | $ | 151,170 | | |
|
Tangible Common Equity Ratio
|
| | | | 10.02% | | | | | | 9.42% | | | | | | 8.86% | | | | | | 8.82% | | | | | | 8.51% | | | | | | 8.94% | | |
| Basic Shares Outstanding | | | | | 62,480,755 | | | | | | 46,245,050 | | | | | | 27,798,283 | | | | | | 21,570,746 | | | | | | 16,903,884 | | | | | | 16,656,279 | | |
| Book Value per Share | | | | $ | 31.52 | | | | | $ | 26.86 | | | | | $ | 16.54 | | | | | $ | 13.86 | | | | | $ | 11.81 | | | | | $ | 10.52 | | |
| Less: Intangible Book Value per Share | | | | | (14.55) | | | | | | (11.60) | | | | | | (4.03) | | | | | | (2.69) | | | | | | (1.69) | | | | | | (1.44) | | |
|
Tangible Book Value per Share
|
| | | $ | 16.97 | | | | | $ | 15.26 | | | | | $ | 12.51 | | | | | $ | 11.17 | | | | | $ | 10.12 | | | | | $ | 9.08 | | |
| | | |
For the Year Ended December 31,
|
| |||||||||||||||||||||||||||
| | | |
2023
|
| |
2022
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||||||||
| | | |
(Dollars in thousands)
|
| |||||||||||||||||||||||||||
| Interest Income | | | | $ | 887,985 | | | | | $ | 768,578 | | | | | $ | 696,739 | | | | | $ | 630,726 | | | | | $ | 526,107 | | |
| Interest Expense | | | | | 262,946 | | | | | | 71,466 | | | | | | 34,365 | | | | | | 56,515 | | | | | | 78,806 | | |
|
Net Interest Income
|
| | | | 625,039 | | | | | | 697,112 | | | | | | 662,374 | | | | | | 574,211 | | | | | | 447,301 | | |
| Noninterest (Loss) Income | | | | | (173,918) | | | | | | 88,748 | | | | | | 107,850 | | | | | | 71,325 | | | | | | 35,236 | | |
|
Revenue
|
| | | | 451,121 | | | | | | 785,860 | | | | | | 770,224 | | | | | | 645,536 | | | | | | 482,537 | | |
| Noninterest Expense | | | | | 406,951 | | | | | | 396,670 | | | | | | 380,277 | | | | | | 381,119 | | | | | | 259,065 | | |
| Add: Merger-Related Expense | | | | | — | | | | | | — | | | | | | 5 | | | | | | 49,129 | | | | | | 656 | | |
|
Pre-Provision Net Revenue
|
| | | | 44,170 | | | | | | 389,190 | | | | | | 389,952 | | | | | | 313,546 | | | | | | 224,128 | | |
| Less: Net Loss from Investment Securities Repositioning | | | | | (254,065) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Add: FDIC Special Assessment | | | | | 2,080 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Pre-Provision Net Revenue, as Adjusted
|
| | | $ | 300,315 | | | | | $ | 389,190 | | | | | $ | 389,952 | | | | | $ | 313,546 | | | | | $ | 224,128 | | |
|
Average Assets
|
| | | $ | 20,787,793 | | | | | $ | 21,513,428 | | | | | $ | 20,492,402 | | | | | $ | 16,817,242 | | | | | $ | 11,546,912 | | |
|
Pre-provision Net Revenue on Average Assets (Annualized)
|
| | | | 0.21% | | | | | | 1.81% | | | | | | 1.90% | | | | | | 1.86% | | | | | | 1.94% | | |
|
Pre-Provision Net Revenue on Average Assets, as Adjusted (Annualized)
|
| | | | 1.44% | | | | | | 1.81% | | | | | | 1.90% | | | | | | 1.86% | | | | | | 1.94% | | |