DEF 14A 1 d94701ddef14a.htm DEF 14A DEF 14A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant                              Filed by a Party other than the Registrant  

Check the appropriate box:

 

      Preliminary Proxy Statement
      Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
      Definitive Proxy Statement
      Definitive Additional Materials
     

Soliciting Material Pursuant to §240.14a-12

 

Western Alliance Bancorporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

      No fee required.
      Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)  

Title of each class of securities to which transaction applies:

 

    (2)  

Aggregate number of securities to which transaction applies:

 

    (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

    (4)  

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    (5)  

Total fee paid:

 

      Fee paid previously with preliminary material.
      Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
    (1)  

Amount previously paid:

 

    (2)  

Form, Schedule or Registration Statement No.:

 

    (3)  

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    (4)  

Date Filed:

 

 

 


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LOGO


Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

  

 

 

 

LOGO

 

 

2021 Annual Meeting of Stockholders

 

 

 

LOGO DATE AND TIME       LOGO LOCATION       LOGO RECORD DATE 
         

  LOGO

    

LOGO

    

LOGO

  Tuesday, June 15, 2021

  11:00 a.m., local time

 

    

One E. Washington Street

Suite 1400

Phoenix, Arizona

 

 

     April 16, 2021

 

Voting Matters and Board Recommendations

 

 

                   

How to Vote

 

            

Proposal No.

   Board
Recommendation
                 

 

 

LOGO

 

Internet

by going to www.proxypush.com/WAL and
following the online instructions. You will
need information from your Notice of
Internet Availability or proxy card, as
applicable, to submit your proxy.

 

LOGO

 

Telephone

by calling 1-866-249-5139 and
following the voice prompts. You will need
information from your Notice of Internet
Availability or proxy card, as applicable, to
submit your proxy.

 

LOGO

 

Mail

(if you request to receive your
proxy materials by mail):
by marking your vote on your proxy card,
signing your name exactly as it appears on
your proxy card, dating your proxy card, and
returning it in the envelope provided.

1.

 

Election of Directors.

To elect thirteen directors to the Board of Directors for a one-year term (“Proposal No. 1” or “Election of Directors”)

     “FOR”        

2.

 

Advisory (Non-Binding) Vote on Executive Compensation.

To approve, on a non-binding advisory basis, executive compensation (“Proposal No. 2” or “Say-on-Pay”)

     “FOR”        

3.

 

Ratification of Auditor.

To ratify the appointment of RSM US LLP as the Company’s independent auditor (“Proposal No. 3” or “Ratification of Auditor”)

     “FOR”        
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
            

By order of the Board of Directors,

 

 

LOGO

Randall S. Theisen

Secretary

Phoenix, Arizona

April 30, 2021

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 15, 2021: This proxy statement, along with our annual report on Form 10-K for the fiscal year ended December 31, 2020, are available free of charge online at www.proxydocs.com/WAL. We first mailed the Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials over the internet to our stockholders on or about April 30, 2021.


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WESTERN ALLIANCE | ABOUT US

 

WESTERN ALLIANCE PERFORMANCE

With more than $36 billion in assets, Western Alliance Bancorporation (NYSE:WAL) is one of the country’s top-performing banking companies. The company was #1 best-performing of the 50 largest public U.S. banks in the most recent S&P Global Market Intelligence listing and ranks high on the Forbes “Best Banks in America” list year after year. Its primary subsidiary, Western Alliance Bank, Member FDIC, helps business clients realize their ambitions with teams of experienced bankers who deliver superior service and a full spectrum of customized loan, deposit and treasury management capabilities. Business clients also benefit from a powerful array of specialized financial services that provide strong expertise and tailored solutions for a wide variety of industries and sectors. Serving clients across the country wherever business happens, Western Alliance Bank operates individually branded, full-service banking divisions and has offices in key markets nationwide.

Top Performing Commercial Client Focused Bank

 

 

LOGO

We believe stockholder value is deeply correlated to loan, deposit and revenue growth, outstanding asset quality, and predictable and sustainable earnings.

KEY

 

  2020 Performance

 

Top-tier
performance

 

Net Income of

$506.6M

 

Pre-Provision Net Revenue*

$746.1M

19.7% YoY Growth

 

   

 

Total Assets

   

 

Loan Growth

   

 

Deposit Growth

   

$36B

$9B YoY growth

   

$5.9B

28.1% YoY growth

   

$9.1B

40.1% YoY growth

 

           
   

 

Earnings

   

 

ROATCE*

   

 

Efficiency Ratio*

   

11th

consecutive year

of rising earnings

 

    17.8%     38.8%
           
   

 

Record Net Revenues

   

 

ROAA

   

 

Earnings Per Share

    $1.2B     1.61%    

$5.04

4.1% YoY growth

 

    

*

Non-GAAP financial measure: See our 2020 Annual Report on Form 10-K for further information and a reconciliation to the most directly comparable GAAP financial measure.

 

 

i            WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT


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WESTERN ALLIANCE | ABOUT US

 

 

Significant Capital Base       Focused Asset Quality Management       Strong Liquidity Access
   

•  Tangible Common Equity/ Total Assets of 8.6%*

 

•  Common Equity Tier 1 ratio of 9.9%

 

•  Tangible Book Value Per Share: $30.90 (16.4% YoY growth); grown by 146% over the past 5 years*

     

•  Strong risk management culture and framework established throughout organization

 

•  2020 Net Charge Offs of 6bps, compared to 17bps for peers

 

•  Non-performing assets of 0.32%, 7bps below average of peers**

 

     

•  Loan growth funded through core deposits

 

•  $9.1B in unused borrowing capacity

 

•  $3.9B unpledged marketable securities

STRATEGIC

 

  Objectives

 

•  Support clients and communities through the challenging operating environment.

 

•  Promote disciplined and thoughtful loan growth solely funded with deposits.

 

•  Preserve limited risk profile of loan composition.

 

•  Maintain industry-leading operating efficiency.

 

•  Carefully manage our balance sheet with regards to asset sensitivity.

 

•  Support foundational risk management practices with a strong capital base, focused asset quality, and access to ample liquidity.

SUCCESSFUL

 

  Acquisitions

 

The Company acquired Galton Funding in October 2020 to supplement its residential lending initiative. Galton is a residential mortgage platform that specializes in the acquisition of prime non-agency residential home loans. The acquisition was a low risk, low cost entry point to build a meaningful residential mortgage business line at an accelerated timeframe with over 100 additional mortgage originator relationships.

 

The acquisition of AmeriHome Mortgage Company in April 2021 extends WAL’s National Commercial Bank Strategy with a correspondent mortgage platform that enhances growth, returns and diversification. AmeriHome brings a B2B approach to the mortgage ecosystem through its relationships with over 700 independent correspondent mortgage originator clients, including independent mortgage bankers, community and regional banks, and credit unions of all sizes. AmeriHome’s combination of business model, diversified and complementary channels, and sophisticated portfolio management strategies has successfully generated consistent and profitable returns throughout rate environments and economic cycles. The transaction also markedly increases the contribution from non-interest income sources.

 

*

Non-GAAP financial measure: See our 2020 Annual Report on Form 10-K for further information and a reconciliation to the most directly comparable GAAP financial measure.

**

Peers consist of 61 major exchange traded banks with total assets between $15B and $150B as of December 31, 2020, excluding target banks of pending acquisitions.

 

 

WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT            ii


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WESTERN ALLIANCE | ABOUT US

 

STOCKHOLDER ENGAGEMENT

We maintain an ongoing, proactive outreach effort with our stockholders in a variety of ways. Throughout the year, our Investor Relations team and executive leaders regularly meet with current stockholders, prospective investors, and investment research analysts. These meetings often include our CEO, CFO, or line of business leaders in order to engage stockholders and solicit feedback on various topics relevant to the Company’s performance and strategy. During 2020, our Chief Credit Officer also participated in quarterly earnings calls to provide detailed credit updates to our stockholders. Additionally, we augmented our disclosures to address stockholder inquiries related to credit trends in loan categories impacted by the COVID-19 pandemic.

During 2020, as part of a proactive stockholder engagement strategy, management dedicated extra time and resources to address inbound investor inquiries related to the changing operating environment created by the COVID-19 pandemic. Additionally, management attended numerous investment analyst sponsored industry conferences and conducted several non-deal roadshows to meet both in person and virtually with existing and prospective investors. The feedback received from our stockholders is communicated to business leaders and the Board of Directors (the “Board” or “Board of Directors”), and helps inform our business decisions and strategy, when appropriate.

ENGAGEMENT

 

  Strategies

 

           
 

 

 

Who we engage:

 

  Institutional stockholders

 

  Retail stockholders

 

  Equity research analysts

 

  Proxy advisory firms

 

  Industry thought leaders

   

 

 

How we communicate:

 

  Proxy Statement

 

  Annual Report

 

  SEC Filings

 

  Press Releases

 

  Investor relations website

 

  Investor meetings

 

   

 

 

2020 Engagements

 

  Met with stockholders and interested investors located across the country

 

  Attended 12 investor conferences and 4 research analyst hosted meetings with management

 

  Executive Management participated in 3 non-deal roadshows

 

  Chief Executive Officer and Executive Chairman conducted the 2020 Annual Meeting of the Stockholders

 

 
       
   

 

Topics we discussed:

   
   

 

  Business strategy and execution

 

  Financial Performance

 

  Asset quality and risk oversight

 

  Credit quality trends and expectations of portfolios impacted by COVID-19

 

  Compensation & incentives

 

  ESG disclosures

 

  Board composition

 

  Ad hoc topics

 

   
       
 

 

How we engage:

     
 

 

  Stockholder engagement program

 

  Quarterly earnings calls

 

  Investor conferences

 

  Annual Stockholder Meeting

 

     

 

 

iii            WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT


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WESTERN ALLIANCE | ENVIRONMENTAL, SOCIAL & GOVERNANCE

 

COVID-19 RESPONSE

The events of 2020 were unprecedented, pushing the Company to work tirelessly and think creatively about meeting the new world head on. Management focused the Company’s response to support three of our core constituencies in the following ways.

 

LOGO   

 

For Our People

 

From the outset of the COVID -19 pandemic, protecting our people became Western Alliance’s top priority. We quickly moved the majority of our employees to work remotely, while ensuring our essential services kept functioning. We installed protective barriers for essential employees and provided personal protective equipment (“PPE”), including masks, thermometers, hand sanitizer and anti-microbial keys, for all employees. We created a Pandemic Procedure, prepared COVID-19 floor plans and ensured proper social distancing and related safety protocols. We performed job hazard assessments for all essential workers and modified our HVAC systems per Center for Disease Control and Prevention guidelines to include higher MERV filters and air scrubbers in all applicable locations. Our thorough approach protected our people, allowed our employees to return safely to their offices, and kept our doors open for our customers.

LOGO   

 

For Our Customers

 

The COVID-19 pandemic and associated social distancing guidance and government mandates caused financial uncertainty and distress for businesses of all sizes across the country. In response, Congress determined the banking industry should act as a conduit for financial aid during the economic crisis caused by the COVID-19 pandemic. The Company rose to that task, quickly assembled a team and process to accept applications, and financed 4,777 Paycheck Protection Program (PPP) loans totaling $1.9 billion as of December 31, 2020. The PPP loans allowed borrowers to retain 42,510 jobs while also creating 8,429 jobs during the pandemic. The Company also worked directly with its distressed customers to modify 583 commercial loans totaling $2.7 billion, providing for deferred or modified payment structures through the crisis.

LOGO   

 

For Our Community

 

Meeting the needs of our community remains a core value of Western Alliance. In 2020, the Company focused on how it could respond to the most pressing demands of the crisis, and donated $2.2 million in support of organizations that provided food, shelter, and PPE supplies for essential workers and low to moderate-income communities directly impacted by the pandemic.

 

In spite of the pandemic, the Company was also able to continue making a positive impact on the community in many of the same ways it has in previous years:

 

•  Provided 6,071 employee service hours.

 

•  Made 5,948 small business loans totaling $937.6 million ($285.3 million, exclusive of PPP loans).

 

•  Made 308 community development loans totaling $358.6 million.

 

•  Made community investments totaling $64 million in both California Title 1 schools and Arizona affordable housing.

 

•  Continued to support the Financial Cents program, reaching 2,916 students in 30 Title 1 schools for a total of 5,355 hours of financial education. Students’ test scores at such schools showed financial knowledge improved 64% as a result.

 

•  Partnered with the Federal Home Loan Bank to assist low to moderate income families with acquiring a down payment with which to purchase a home, totaling over $2.3 million dollars to 112 individuals during 2020.

 

 

 

WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT            iv


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WESTERN ALLIANCE | ENVIRONMENTAL, SOCIAL & GOVERNANCE

 

OUR CULTURE

 

LOGO          LOGO          LOGO

People are the foundation of Western Alliance and we invest in their success. Our people are committed to our clients’ success and, by putting clients first, we create strong stockholder Performance. This leads to tremendous Possibilities to fuel client growth and support our communities, and in turn provide expanding opportunities to attract and retain our People.

Our Values Drive Us

Integrity

We expect everyone to apply high ethical standards and sound judgment in all we do.

Creativity

We are all part of an environment that welcomes new ideas and prizes creative, strategic thinking to benefit customers and our commitment to relationship banking.

Teamwork

We work together across departments, specialty areas and geographies in a productive, collaborative way that forwards the interests of clients and the bank.

Passion

Our passion motivates us to overcome obstacles, think big and do more.

Excellence

We strive to deliver strong performance and excellence in everything we undertake.

 

 

v            WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT


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WESTERN ALLIANCE | ENVIRONMENTAL, SOCIAL & GOVERNANCE

 

OUR PEOPLE

 

LOGO

 

  Compensation Equity: Compa-Ratio Average    FEMALE    MALE    DIVERSE

Banking & Administrative Associates

   100%    101%    100%

Senior Banking & Administrative Associates

   98%    97%    97%

Professional Banking & Administrative Contributors

   96%    93%    95%

Supervisors & Team Leads

   97%    98%    96%

Senior Professional Banking & Administrative Contributors

   99%    99%    99%

Senior Manager & Manager

   100%    100%    99%

Director & Senior Director

   101%    103%    100%

Executive Management

   104%    105%    109%

GRAND TOTAL

   98%    99%    98%

Compa-Ratio is the ratio of an employee’s base salary relative to the midpoint of their job profile. We analyze pay equity by considering compa-ratio and understanding why the compa-ratio for individual employees would differ, such as years of experience or performance. The above table shows the average compa-ratio by management level for female employees, male employees and ethnically diverse employees.

 

LOGO

 

 

Competitive Benefits

 

   

 

Professional Development

 

Paid Disability Leave for
Expecting Mothers

16 weeks

 

  

Paid Holidays

11

 

     

Healthy Turnover

13%

 

  

 

Employee Career
Development Program
Participation

87%

 

                      

Our people also enjoy: Generous Vacation Policy • 8 Sick Days

New Parent Flex Time • 75% 401k Match of the First 6%

 

     

 

We seek to source openings at all levels from the promotion of internal candidates
through succession planning. Developing our people is our priority.

 

 

 

WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT            vi


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WESTERN ALLIANCE | ENVIRONMENTAL, SOCIAL & GOVERNANCE

 

OUR BOARD

 

Board Refreshment

and Diversity

 

     

Board

Best Practices

 

     

Board and Committee Meetings

in Fiscal 2020

 

LOGO       LOGO       LOGO

Diverse Directors:

Juan Figuereo

Marianne Boyd Johnson

Adriene McFetridge

Sung Won Sohn, Ph.D.

     

Our Leadership:

Robert Sarver

Executive Chairman

Kenneth A. Vecchione

Chief Executive Officer

Bruce Beach

Lead Independent Director

     

Committee Meetings:

Audit – 12

Governance – 5

Compensation – 9

Risk – 11

Finance and Investment – 9

           

 

Evaluating and Improving

Board Performance

 

Aligning Director and

Stockholder Interest

LOGO   LOGO

Board Orientation

Yes

 

Director Stock Ownership Guidelines

Yes

 

 

vii            WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT


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TABLE OF CONTENTS

 

Proposal No. 1.

Election of Directors

 

Corporate Governance

    1  

Board Overview

    1  

Director Selection Process

    3  

Board Leadership Structure

    6  

Board Composition

    7  

Director Independence

    18  

Meetings of the Board of Directors

    18  

Board Role in Risk Oversight

    19  

Non-Employee Director Stock Ownership Guidelines

    20  

Communication with the Board of Directors and its Committees

    20  

Committees of the Board of Directors

    21  

Compensation of Directors

    25  

Audit Committee Report

    26  

Compensation Committee Matters

    27  

Proposal No. 1

    29  
 

Proposal No. 2.

Advisory (Non-Binding) Vote

on Executive Compensation

 

Executive Compensation

    30  

Executive Officers

    30  

Compensation Discussion and Analysis

    33  

Named Executive Officers for 2020

    33  

Aligning Executive Compensation with Metrics that Drive Stockholder Value

    33  

Overview of 2020 Performance and Compensation

    34  

Compensation Design

    36  

2020 Advisory Vote on Executive Compensation

    36  

Benchmarking of Compensation

    36  

Elements of Executive Compensation

    37  

Annual Base Salary

    38  

Annual Bonus Plan

    38  

Long-Term Equity Incentive Compensation

    40  

Executive Officer Stock Ownership Guidelines

    43  

Hedging and Pledging of Company Securities

    43  

Benefits and Perquisites

    43  

Non-Qualified Deferred Compensation Plan

    44  

Tax Considerations

    44  

Evaluation of Company Compensation Plans and Risk

    44  

Compensation Committee Report

    44  

Compensation Tables

    45  

CEO Pay Ratio

    50  

Potential Payments upon Termination or Change in Control

    50  

Employment, Noncompetition and Indemnification Agreements

    53  

Certain Transactions with Related Persons

    54  

Certain Business Relationships

    54  

Policies and Procedures Regarding Transactions with Related Persons

    54  

Security Ownership of Certain Beneficial Owners, Directors and Executive Officers

    55  

Section 16(a) Beneficial Ownership Reporting Compliance

    57  

Equity Compensation Plan Information

    57  

Proposal No. 2

    58  
 

Proposal No. 3.

Ratification of Appointment of the Independent Auditor

 

Independent Auditors

    59  

Fees and Services

    59  

Audit Committee Pre-Approval Policy

    59  

Proposal No. 3

    60  
 

Additional Information

 

Voting Rights

    61  

Quorum and Votes Required

    62  

Shares in the Company 401(k) Plan

    62  

Other Matters

    63  

Notice & Access

    63  

Cost of Proxy Solicitation

    63  

Stockholder Proposals for the 2022 Annual Meeting

    63  

Annual Report on Form 10-K

    64  

Legal Proceedings

    64  

Householding of Proxy Materials

    64  

Other Business

    64  
 

 


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   CORPORATE GOVERNANCE                
                 

 

BOARD OVERVIEW

 

PROXY STATEMENT

This proxy statement is being provided to stockholders of Western Alliance Bancorporation (“Company”) for solicitation of proxies on behalf of the Board of Directors of the Company (“Board” or “Board of Directors”) for use at the Annual Meeting of Stockholders (“Annual Meeting”) to be held at the Company’s headquarters at One E. Washington Street, Suite 1400, Phoenix, Arizona 85004, at 11:00 a.m., local time, on Tuesday, June 15, 2021, and any and all adjournments thereof.

Corporate Governance

Our Board of Directors is responsible for ensuring effective governance over the Company’s affairs. The Company has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics. These documents are available in the Governance Documents section of the Investor Relations page of the Company’s website at www.westernalliancebancorporation.com or, for print copies, by writing to the Company at One E. Washington Street, Suite 1400, Phoenix, Arizona 85004, Attention: Corporate Secretary.

Board Overview

 

 

Combining Refreshment and Retention

The director nomination process reflects our continued growth as a Company, and our focus on having a Board composed of directors who actively contribute to the evolving needs of the Company, while maintaining the invaluable institutional knowledge brought by more tenured directors.

 

LOGO

 

 

 

WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT            1


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               CORPORATE GOVERNANCE  
               

 

BOARD OVERVIEW

 

The Right Skills for our Board

As a part of the Board evaluation and director selection processes, the Nominating and Corporate Governance Committee (the “Governance Committee”) maintains a Director Skills and Traits Matrix (described further in the “Director Selection Process” section of this proxy statement). The Governance Committee and the Board believe that the director nominees for 2021 provide the Company with the right mix of skills and experience necessary for an optimally functioning Board.

Total Director Nominees with Particular Qualifications and Experience (out of 13 Directors Nominees)

 

LOGO

12

  

Corporate Strategy

 

Experience developing and executing long-term strategic plans to encourage innovation and growth.

 

LOGO

10

  

Public Company Board Service

 

Experience as a board member of another publicly-traded company.

LOGO

8

  

Industry Background

 

Experience in the financial services industry, particularly in the area of commercial banking, and proven knowledge of key customers and/or associated risks.

 

LOGO

12

  

Corporate Finance & M&A Experience

 

Experience in corporate lending or borrowing, capital markets transactions, significant mergers or acquisitions, private equity, or investment banking.

LOGO

8

  

Financial Acumen

 

Experience or expertise in financial accounting and reporting or the financial management of a major organization.

 

LOGO

7

  

Technology/Information Security Experience

 

Understanding of information technology systems and development, and/or information security whether through academia or industry experience.

LOGO

10

  

Highly Regulated Industry

 

Experience in a highly regulated industry, such as financial services, gaming, healthcare, pharmaceuticals, etc.

 

LOGO

8

  

Geographic Expertise

 

Knowledge of or experience in a specific geographic area or market in which the Company and its subsidiaries operate.

LOGO

8

  

C-Suite Leadership

 

Experience as a Chief Executive Officer, Chief Financial Officer, or a Chief Operating Officer of a major organization.

 

LOGO

9

  

Risk Management

 

Experience assessing and mitigating significant competitive, regulatory, and technological risks across an enterprise.

LOGO

8

  

Operations Management Expertise

 

Experience or expertise in managing the operations of a business or major organization

 

LOGO

4

  

Diversity

 

Contributes to the gender and ethnic diversity of the Board.

 

 

 

2            WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT


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   CORPORATE GOVERNANCE                
                 

 

DIRECTOR SELECTION PROCESS

 

Director Selection Process

 

 

One of the primary responsibilities of the Governance Committee is to assist the Board of Directors in identifying and reviewing the qualifications of directors and potential directors of the Company. The Board of Directors and the Governance Committee periodically review the appropriate size, composition, skills, and diversity of the Board of Directors. In considering candidates for the Board of Directors, the Governance Committee considers the entirety of each candidate’s credentials and does not have any specific minimum qualifications that must be met by a Governance Committee-recommended nominee.

 

The Governance Committee is guided by the following basic selection criteria for all nominees:

•  Whether the director/potential director has the financial acumen or other professional, educational or business experience relevant to an understanding of the Company’s business, such as experience in a regulated industry or a publicly held company;

  

•  Whether the director/potential director would be considered a “financial expert” or “financially literate” as defined in the listing standards of the New York Stock Exchange (“NYSE”) or applicable law;

•  Whether the director/potential director meets the independence requirements of the SEC and listing standards of the NYSE;

  

•  The director’s/potential director’s character and integrity, experience and understanding of strategy and policy-setting, reputation for working constructively with others and sufficient time to devote to matters of the Board of Directors;

•  Whether the director/potential director possesses a willingness to challenge and stimulate management and the ability to work as part of a team in a highly regulated environment;

  

•  Whether the director/potential director assists in achieving a mix of Board members that represents a diversity of background, perspective and experience, including with respect to age, gender, race, ethnicity, place of residence and specialized experience; and

•  Whether the director/potential director, by virtue of particular technical expertise, experience or specialized skill relevant to the Company’s current or future business, will add specific value as a director;

  

•  The director’s/potential director’s educational, business, non-profit or professional acumen and experience.

The Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Governance Committee has adopted a Director’s Skills & Traits Matrix (the “Skills Matrix”) outlining what it believes to be the key areas of expertise needed from Board members and identifying how each member contributes to the Board’s overall skillset. A summary of the Skills Matrix can be found on page 2. This practice allows the Governance Committee to assess opportunities to improve the Board’s diversity based on each member’s personal factors and professional characteristics. Using this methodology, the Governance Committee is dedicated to enhancing the skills and talent of its Board by identifying specific areas for improvement, thereby prioritizing the pool of persons considered for new Board positions.

 

 

 

WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT            3


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               CORPORATE GOVERNANCE  
               

 

DIRECTOR SELECTION PROCESS

 

PROCESS AND OUTCOME OF RECENT DIRECTOR SEARCHES

 

 

        1 ASSESS COMPOSITION AND DETERMINE PRIORITIES

 

   
   LOGO   

 

In each of 2019 and 2020, the Governance Committee utilized its Skills Matrix to determine its priorities in seeking out new director candidates for the continuation of healthy Board refreshment. Specifically, it determined to recruit new directors who would add knowledge in the area of information technology as well as depth in the areas of financial acumen and strategic leadership.

 

 
       
        2 SOLICIT AND SOURCE A DIVERSE POOL OF CANDIDATES

 

   
   LOGO   

 

Working with the Executive Chairman of the Board, the Governance Committee sought out a diverse pool of candidates using multiple sources, engaging a third party search firm and receiving input from directors and stakeholders. The third party search firm assisted in identifying director prospects, performed candidate outreach, provided information about candidates and performed other related services.

 

 
       
        3 EVALUATION OF CANDIDATES

 

   
   LOGO   

 

The Governance Committee evaluated candidates based on its set priorities, and the candidates’ qualifications, independence, diversity, biographical information and references. A diverse slate of candidates interviewed with the Governance Committee and select members of management.

 

Through this process, the Governance Committee identified a number of qualified director candidates who together represented multi-faceted experience in the areas of information technology, finance, audit, and board level strategy and made a recommendation to the Board.

 

 
       
        4 OUTCOME

 

   
   LOGO   

 

Following their respective elections to the Board, each of Messrs. Figuereo, Segedi, and Ms. McFetridge have proven their ability to add valuable insights to the Company, providing experience from their diverse backgrounds to address the unique challenges facing the Company in 2021 and beyond.

 

 
          
     

 

LOGO

Adriane McFetridge

Director of Engineering – Subscription Platform

Netflix

 

 

 

  

 

LOGO

Juan Figuereo

Venture Partner Ocean

Azul Partners

 

 

 

  

 

LOGO

Bryan Segedi

Board Member

Conway Mackenzie

 

 

 

 

 

 

 

4            WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT


Table of Contents
                                                                                                                          
   CORPORATE GOVERNANCE                
                 

 

DIRECTOR SELECTION PROCESS

 

Stockholder Recommendations for Nominees

Although the Governance Committee has no formal policy with respect to the consideration of director candidates recommended by stockholders, it will consider nominees for directors recommended by stockholders. A stockholder wishing to recommend a director candidate for consideration by the Governance Committee should send such recommendation to the Company’s Corporate Secretary at the address shown on the cover page of this proxy statement, who will then forward it to the Governance Committee. Any such recommendation should include the following minimum information for each director nominee: full name, address and telephone number, age, a description of the candidate’s qualifications for service on the Board of Directors (such as principal occupation and directorships on publicly-held companies during the past five years), the candidate’s written consent to be considered for nomination and to serve if nominated and elected, and the number of shares of Company common stock owned, if any. A stockholder who wishes to nominate an individual as a director candidate at the annual meeting of stockholders, rather than recommend the individual to the Governance Committee as a nominee, must comply with certain advance notice requirements. See “Stockholder Proposals for the 2022 Annual Meeting” on page 63 for more information on these procedures.

If the Governance Committee receives a director nomination from a stockholder or group of stockholders who (individually or in the aggregate) beneficially own greater than 5% of the Company’s outstanding voting stock for at least one year as of the date of such recommendation, the Company, as required by applicable securities law, will identify the candidate and stockholder or group of stockholders recommending the candidate and will disclose in its proxy statement whether the Governance Committee chose to nominate the candidate, as well as certain other information.

All of the nominees standing for election to the Company’s Board of Directors at this year’s Annual Meeting are current directors. The Governance Committee and the Board of Directors believe that all the nominees satisfy the above described director standards. Accordingly, all of such nominees were approved for election by the Board of Directors, based in part on the recommendation of the Governance Committee. With respect to this year’s Annual Meeting, no nominations for directors were received from stockholders.

 

 

 

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BOARD LEADERSHIP STRUCTURE

 

Board Leadership Structure

 

 

In accordance with the Company’s Bylaws, as amended (“Bylaws”), the Chairman of the Board of Directors (the “Chairman”) is a discretionary position whose sole stated duty is to preside at meetings of the Board of Directors and meetings of stockholders, as well as to perform such other duties as assigned to him by the Board of Directors. The Chief Executive Officer (“CEO”) is required to be a member of the Board of Directors, subject to the direction of the Board of Directors, and has general supervision, direction and control of the business and officers of the Company. The positions of Chairman and CEO may be held by the same person or may be held by two people. The Board of Directors does not have a definitive policy on whether the role of the Chairman and the CEO should be separate.

Since April 1, 2018, Robert Sarver has served as the Company’s Executive Chairman, prior to which he served as the Company’s Chairman and Chief Executive Officer. As Executive Chairman, Mr. Sarver continues to preside over Board meetings and perform other functions customary for a Chairman, along with certain other responsibilities, including, but not limited to, evaluation of the Company’s merger and acquisition opportunities, and working with the CEO, Kenneth A. Vecchione, to set the Company’s strategic objectives.

In addition to Mr. Sarver’s leadership, the Company maintains a Lead Independent Director, selected by the non-management directors. The Board of Directors believes the position contributes to improved corporate performance in the following ways: (1) supporting effective communication and building a productive relationship between the Board of Directors, the Executive Chairman, the CEO and other members of executive management; (2) leading the process for improving performance of the Board of Directors; and (3) assisting in a crisis. Bruce Beach has served as the Company’s Lead Independent Director since 2010. In addition to the duties of all directors, the specific responsibilities of the Company’s Lead Independent Director are as provided below:

 

Lead Independent Director Responsibilities

  Assist the Executive Chairman and CEO with setting the Board agenda and schedules;

 

  Preside at meetings in the absence of the Chairman;

 

  Assist new Board members and provide counsel needed to enable them to become active and productive contributors;

 

  Call for meetings of the independent and/or non-management directors as necessary, set the agenda and preside at such meetings;

 

  Work with the Governance Committee regarding committee assignments, succession planning and Board candidates;

 

  Lead the Board in evaluating the CEO and Executive Chairman;

 

  Provide feedback to the CEO and management team on issues of interest or concern to the Directors, including ensuring the Board has the information it has requested;
  Lead the Board process to ensure focus on strategic issues rather than minutiae;

 

  Facilitate outside director action in a crisis;

 

  Lead the Board to achieve consensus in its deliberations while reaching timely decisions;

 

  Stay informed about Company activities, strategies, performance and provide counsel and feedback to the CEO;

 

  Work with the Governance Committee to lead the Board and individual directors through an annual evaluation process; and

 

  If requested, communicate directly with stockholders.
 

 

The Governance Committee believes this leadership structure is the most appropriate for the Company and its stockholders. The Governance Committee based its determination on a number of reasons, the most significant of which include the following:

 

 

Mr. Sarver continues to make substantial contributions to the Company’s success, and the Board benefits from his continued advice and engagement. The Company’s current CEO, Mr. Vecchione, and Mr. Sarver collaborate effectively, and the Company benefits from their combined experience; and

 

 

The structure of our Board of Directors provides strong oversight by independent directors. Our Lead Independent Director’s responsibilities include leading independent and non-management sessions of the Board of Directors during which our directors meet without management. These sessions allow the Board of Directors to review key decisions and discuss matters in a manner that is independent of the CEO and Executive Chairman and, where necessary, critical of the CEO, the Executive Chairman, and senior management. In addition, each of the Board of Directors’ standing committees is composed of independent directors.

 

 

 

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   CORPORATE GOVERNANCE                
                 

 

BOARD COMPOSITION

 

Board Composition

 

 

The Company’s Bylaws provide that the Board of Directors will consist of not less than eight or more than seventeen directors. The Board of Directors from time to time may fix the number of directors within these limits. While the Bylaws allow for seventeen directors, at this time, the Governance Committee considers eleven to fourteen directors to be the appropriate size for the Company’s Board of Directors. Todd Marshall, a founding director of the Company, is not standing for re-election to the Board of Directors at the Company’s 2021 Annual Meeting. All other members of the Board of Directors have been re-nominated. Accordingly, effective as of the date of the Annual Meeting, the Board of Directors will set the number of directors at thirteen. At the Annual Meeting, the directors will be elected to serve for one-year terms.

Information regarding each of the Company’s director nominees is set forth below. All ages are provided as of December 31, 2020.

Information as to Director Nominees

The Board of Directors has nominated the individuals listed below to be elected as directors at the Annual Meeting. See “Items of Business To Be Acted On At The Meeting – Proposal No. 1 Election of Directors” on page 29. Each of the Company’s current directors also serves a director of the Company’s wholly owned bank subsidiary, Western Alliance Bank. In connection with his or her re-election to the Company’s Board of Directors, these nominees will also be re-elected to the board of Western Alliance Bank.

 

 

BRUCE BEACH, C.P.A.

 

LOGO   

 

CHAIRMAN

BeachFleischman PC

 

Age: 71

Director since: 2005

Lead Independent Director since: 2010

Audit Committee Financial Expert

  

 

Committee Membership:

 

•  Audit Committee

 

•  Nominating and Corporate Governance
Committee

 

  Qualifications:

   

Financial expert with over 45 years of experience in public accounting.

 
   

Executive management experience.

 
   

Knowledge of the Southern Arizona market and business environment.

 

 

  Biographical Information:

   

Chairman, BeachFleischman PC, an accounting and business advisory firm in Southern Arizona, since May 1991.

 
   

Chief Executive Officer, BeachFleischman PC, from 1991 to 2015.

 
   

Board member, Arizona State Board of Accountancy, since his gubernatorial appointment in July 2018.

 
   

Board member and former Chairman, Southern Arizona Leadership Council.

 
   

Former Chairman, Vice-Chairman, and Audit Committee Chairman, Carondelet Health Network, one of the largest hospital systems in Southern Arizona.

 

  Education:

   

B.S., Business Administration, University of Arizona

 
   

M.B.A., University of Arizona

 

 

 

 

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BOARD COMPOSITION

 

 

JUAN FIGUEREO, C.P.A.

 

LOGO   

 

VENTURE PARTNER

Ocean Azul Partners

 

Age: 65

Director since: 2020

 

Audit Committee Financial Expert

  

 

Committee Membership:

 

•  Audit Committee

 

•  Finance and Investment Committee

 

 

  Qualifications:

   

Executive management experience, including service as the Chief Financial Officer of several publicly traded companies.

 
   

Public company board experience, including serving as the Audit and Risk Management Committee Chair of a fortune 500 company.

 
   

Proven driver of strategic direction and growth throughout his career in finance and accounting.

 

 

  Biographical Information:

   

Venture Partner, Ocean Azul Partners, an early stage investment fund based in Florida, since 2018.

 
   

Board Member and Chair of the Audit Committee, Diversey Holdings, Ltd. since March 2021.

 
   

Board Member and Chair of the Audit Committee, Deckers Outdoor Corporation since March 2020.

 
   

Board Member, Florida International University Foundation since 2015.

 
   

Board Member and Chair of the Audit and Risk Management Committee, PVH Corp. Inc. from 2011 through 2020.

 
   

Executive Vice President & Chief Financial Officer, Revlon, Inc. from April 2016 to June 2017.

 
   

Executive Vice President & Chief Financial Officer, NII Holdings, Inc. from 2012 to 2015. NII Holdings, Inc. filed for bankruptcy protection in New York, New York on September 15, 2014.

 
   

Executive Vice President & Chief Financial Officer, Newell Rubbermaid from 2009 to 2012.

 
   

Executive Vice President & Chief Financial Officer, Cott Corporation Inc. from 2007 to 2009.

 
   

Vice President Mergers & Acquisitions, Wal-Mart International from 2003 to 2007.

 
   

Vice President and Managing Director, Frito Lay Dominicana from 2000 to 2003, prior to which Mr. Figuereo served as Vice President, Business Integration of Frito Lay Europe from 1999-2000, and Vice President and Chief Financial Officer of Frito Lay South Europe from 1997-1999.

 
   

Vice President & Chief Financial Officer, Pepsi-Cola Bottling from 1996 to 1997, prior to which Mr. Figuereo served as Vice President and Chief Financial Officer of Pepsi-Cola Latin America from 1994-1996, at which time he also served as a Board Member for Grupo Embotelladoras Unidas (BMV: CULTIBAB) and Buenos Aires Embotelladoras (Formerly NYSE: BAE). Mr. Figuereo also served in a number of other key accounting and finance positions for Pepsi-Cola from 1988-1994.

 
   

Senior Audit Manager, Arthur Andersen & Company from 1981 to 1988.

 

  Education:

   

B.B.A., Public Accounting, Florida International University

 

 

 

 

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BOARD COMPOSITION

 

 

HOWARD GOULD

 

LOGO   

 

FORMER VICE CHAIRMAN

CCFW, Inc.

dba Carpenter & Company

 

Age: 71

Director since: 2015

  

 

Committee Membership:

 

•  Risk Committee (Chair)

 

•  Nominating and Corporate Governance
Committee

 

 

  Qualifications:

   

Experience in management at large financial institutions.

 
   

Understanding of bank regulatory framework as a former Commissioner of California’s bank regulatory agency.

 
   

Knowledge of risk management within the banking industry, including the risks presented by the information security landscape.

 

 

  Biographical Information:

   

Vice Chairman, Carpenter and Company and Managing Partner, Carpenter Community BancFunds from 2005 until its dissolution in 2019.

 
   

Director, Bridge Capital Holdings, from 2009 until it merged into Western Alliance Bank in June of 2015.

 
   

California Commissioner of Financial Institutions under Governor Arnold Schwarzenegger from 2004 to 2005.

 
   

Vice Chairman, Bank of the West, from 2002 to 2003.

 
   

Vice Chairman and Chief Operating Officer, United California Bank, from 1992 until its acquisition by Bank of the West.

 
   

Managing Partner, The Secura Group, a nationwide financial services consultancy, prior to 1992.

 
   

Superintendent of Banks for the State of California under Governor George Deukmejian from 1983 to 1989.

 
   

Retail Banking, Bank of America, prior to 1983.

 
   

Statewide Corporate Public Affairs, Wells Fargo Bank, prior to 1983.

 

  Education:

   

B.S., Business Administration, San Jose State University

 
   

M.B.A., California State University

 

 

 

STEVEN HILTON

 

LOGO   

 

EXECUTIVE CHAIRMAN

Meritage Homes Corporation

 

Age: 59

Director since: 2002

  

 

Committee Membership:

 

•  Compensation Committee

 

•  Nominating and Corporate Governance Committee

 

  Qualifications:

   

Public company expertise.

 
   

Executive management and leadership experience.

 
   

Risk identification and assessment skills.

 
   

Considerable knowledge of the national real estate market.

 

 

  Biographical Information:

   

Co-founder, Executive Chairman and former Chief Executive Officer, Meritage Homes Corporation, a publicly traded home building company listed on the NYSE. Mr. Hilton originally founded Monterey Homes, in 1985, which became publicly traded and combined with Legacy Homes in 1997, which thereafter became Meritage Homes Corporation. On January 1, 2021, Mr. Hilton stepped down as CEO and assumed the role of Executive Chairman.

 
   

Member, NAHB’s High Production Home Builders Council.

 
   

Board Member, Boys & Girls Clubs of Greater Scottsdale.

 

  Education:

   

B.S., Accounting, University of Arizona

 

 

 

 

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               CORPORATE GOVERNANCE  
               

 

BOARD COMPOSITION

 

 

MARIANNE BOYD JOHNSON

 

LOGO   

 

CO-EXECUTIVE CHAIRMAN, EXECUTIVE VICE PRESIDENT AND CHIEF DIVERSITY OFFICER

Boyd Gaming Corporation

 

Age: 62

Director since: 1995 (founding)

  

 

Committee Membership:

 

•  Compensation Committee

 

•  Nominating and Corporate Governance
Committee

 

 

  Qualifications:

   

Executive experience in the highly regulated gaming industry.

 
   

Knowledge of the Nevada economy and other geographically unique markets.

 
   

Considerable public company experience, and bank board experience.

 

 

  Biographical Information:

   

Board Member, Boyd Gaming Corporation, since 1992.

 
   

Co-Executive Chairman, Executive Vice President and Chief Diversity Officer, Boyd Gaming Corporation, since February 2001, with the position of Chief Diversity Officer added in 2019, Executive Vice President in 2008, and Co-Executive Chairman in 2021, prior to which she served as Vice Chairman.

 
   

Senior Vice President, Boyd Gaming Corporation, from December 2001 until December 2007. Ms. Johnson has served Boyd Gaming since 1977 in a variety of capacities, including sales and marketing.

 
   

Director, Nevada Community Bank until its sale to First Security Bank (Wells Fargo) in 1993.

 

 

 

ROBERT LATTA

 

LOGO   

 

SENIOR OF COUNSEL

Wilson Sonsini Goodrich & Rosati, PC

 

Age: 66

Director since: 2015

  

 

Committee Membership:

 

•  Audit Committee

 

•  Compensation Committee (Chair)

 

  Qualifications:

   

Public company board and audit committee experience.

 
   

Broad background in corporate and transactional matters, including company formations, venture capital financings, public offerings, and mergers and acquisitions.

 
   

In depth exposure to technology companies.

 
   

Significant corporate finance and corporate governance experience.

 

 

  Biographical Information:

   

Senior Of Counsel, Wilson Sonsini Goodrich & Rosati, one of the nation’s leading technology and growth business law firms, since 2020, prior to which he served as a Senior Partner, and where he has worked since 1979 and has served as a member of various firm management committees.

 
   

Director, Bridge Capital Holdings, from 2004 until it merged into the Company in June of 2015.

 

  Education:

   

B.A., Economics, Stanford University

 
   

J.D., Stanford University

 

 

 

 

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   CORPORATE GOVERNANCE                
                 

 

BOARD COMPOSITION

 

 

ADRIANE MCFETRIDGE

 

LOGO   

 

DIRECTOR OF ENGINEERING—

SUBSCRIPTION PLATFORM

Netflix

Age: 50

Director since: 2019

  

 

Committee Membership:

 

•  Risk Committee

 

•  Finance and Investment Committee

  Qualifications

   

Technology professional with domestic and international experience working with leading edge technology companies.

 
   

Strategic and tactical experience focused on leveraging technology to expand the business footprint.

 
   

Knowledge of ecommerce, payment solutions, data mining and analytics.

 

 

  Biographical Information

   

Director of Engineering—Subscription Platform, Netflix, since May 2017.

 
   

Member of the Advisory Council of the Computer Science Department of the University of Texas since 2016.

 
   

Vice President—Payment Software Services, Verifone, from 2015 to 2016.

 
   

Director of Product Management, StubHub, from 2014 to 2015.

 
   

Director of Cross Border Trade, Ebay, from 2012 to 2014, prior to which Ms. McFetridge served as Chief of Staff to the CEO from 2011 to 2012, and as Director, Quality Assurance from 2002-2007.

 
   

Director of Quality Operations, PayPal, from 2009 to 2011.

 
   

Chief Technology Officer, Tradera AB, an Ebay, Inc. company located in Stockholm, Sweden, from 2007 to 2009.

 
   

Various management and engineering positions at Nortel Dasa and Bell Northern Research.

 

  Education:

   

B.S., Computer Science, University of Texas

 
   

M.B.A., Alliance Manchester Business School

 

 

 

 

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BOARD COMPOSITION

 

 

MICHAEL PATRIARCA

 

LOGO   

 

RETIRED BANK REGULATOR

Age: 70

Director since: 2016

  

 

Committee Membership:

 

•  Audit Committee (Chair)

 

•  Risk Committee

  Qualifications

   

Bank regulatory experience.

 
   

Leadership experience gained at various large financial institutions.

 
   

Management expertise in bank audit matters.

 
   

Career financial services executive with diverse experience in the banking industry.

 

 

  Biographical Information

   

Managing Director, Promontory Financial Group, a premier financial services consulting firm, where he advised large financial institutions on risk management, audit, compliance, governance and a broad range of regulatory issues from 2009 to 2014, prior to which he served as a consultant from 2005 to 2008.

 
   

Global Head of Risk Management and Audit, Visa International, from 1999 to 2005.

 
   

General Auditor, Wells Fargo Bank, where he also held several key executive positions in the areas of audit, security, compliance, and risk management from 1992 to 1999.

 
   

Senior Regulatory Roles, Office of the Comptroller of the Currency and the Office of Thrift Supervision, with over 16 years of government service.

 

  Education:

   

B.A., History, University of California-Davis

 
   

J.D., Santa Clara University School of Law

 
   

L.L.M., Administrative Law/Economic Regulation, The George Washington University Law School

 

 

 

 

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BOARD COMPOSITION

 

 

ROBERT SARVER, C.P.A.

 

LOGO   

 

EXECUTIVE CHAIRMAN

Western Alliance Bancorporation

 

Age: 59

Director since: 2002

  

 

Committee Membership:

 

N/A

 

  Qualifications

   

Experience in banking, real estate and executive management.

 
   

Track record as a successful leader and entrepreneur in the Southwest, where the Company operates.

 
   

Deep knowledge of the Company’s business and operations.

 

 

  Biographical Information

   

Executive Chairman, Western Alliance Bancorporation, since April 2018, prior to which Mr. Sarver served as Chairman and Chief Executive Officer from December 2002 until April 2018.

 
   

Managing Partner, Phoenix Suns NBA basketball team.

 
   

Director, Sarver Heart Center at the University of Arizona.

 
   

Part Owner, Real Club Deportivo Mallorca, S.A.D., a Spanish professional soccer club.

 
   

Founder and Managing Principal, Southwest Value Partners Enterprises (“SVP”).

 
   

Director, Meritage Homes Corporation, until May 2019.

 
   

Director, Skywest Airlines, from 2000 to 2015.

 
   

Director and Credit Committee Member, Zions Bancorporation, from 1995 to 2001.

 
   

Executive Vice President, Zions Bancorporation, from June 1998 to March 2001.

 
   

Chairman and CEO, California Bank and Trust, from June 1998 to March 2001.

 
   

Lead Investor and Chief Executive Officer, GB Bancorporation, the former parent company of Grossmont Bank, from 1995 to 1997.

 
   

Founder and President, National Bank of Arizona, from 1984 until the bank’s time of sale in 1994 to Zions Bancorporation.

 

  Education:

   

B.S., Business Administration, University of Arizona

 

 

 

 

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BOARD COMPOSITION

 

 

BRYAN SEGEDI, C.P.A.

 

LOGO   

 

BOARD MEMBER

Conway Mackenzie

 

Age: 61

Director since: 2020

  

 

Committee Membership:

 

•  Compensation Committee

 

•  Finance and Investment Committee

 

Qualifications

   

Over 30 years in public accounting at a big four firm, with senior positions held both domestically and globally.

 
   

Executive management experience of a global enterprise where he led the largest service line thereof consisting of over 77,000 professionals with $12 billion in revenue.

 
   

Private board experience, with expertise implementing strategic and growth initiatives.

 

 

Biographical Information

   

Board Member, Conway Mackenzie, since 2018.

 
   

Executive in Residence, Arizona State University, since 2015.

 
   

Vice Chair of the Board of Trustees, Alma College, since 2015

 
   

Deputy Global Vice Chair, Ernst & Young, LLP, from 2012 to 2015, prior to which Mr. Segedi served as Advisory Global Markets Leader from 2010-2012, as Americas Vice Chair from 2006-2010, as Vice Chair, North Central Region from 2000-2006, and in various other leadership positions having initially joined the firm in 1982.

 
   

Internal Auditor, First National Bank of Chicago, from 1981 to 1982.

 

Education:

   

B.A., Business Administration, Alma College

 
   

M.B.A., Management, Northwestern University

 

 

 

 

 

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BOARD COMPOSITION

 

 

DONALD SNYDER

 

LOGO   

 

CHAIRMAN

The Smith Center for the Performing Arts

 

Age: 73

Director since: 1997 (founding)

  

 

Committee Membership:

 

•  Nominating and Corporate Governance
Committee (Chair)

 

•  Risk Committee

 

Qualifications

   

Experience serving on boards of numerous industry and community organizations.

 
   

Understanding of the Company’s business, history and organization.

 
   

Extensive leadership skills, banking and regulatory expertise and management experience.

 

 

Biographical Information

   

Dean, William F. Harrah College of Hotel Administration at the University of Nevada Las Vegas from June 2010 to June 2013; Executive Dean for Strategic Development from June 2013 to January 2014; President from February 2014 to January 2015; Presidential Advisor for Strategic Initiatives from January 2015 to January 2016; and Presidential Advisor in a voluntary capacity for University of Nevada Las Vegas until 2019.

 
   

Chairman, The Smith Center for the Performing Arts.

 
   

Director, Compensation Committee Chairman, Corporate Governance and Nominating Committee Member, Tutor Perini Corporation, one of the largest general contractors in the United States, publicly traded on the NYSE, from 2008 through May 2019.

 
   

Governance Committee Chairman, and Compensation Committee Member, Switch, Inc., a publicly traded data center developer and operator. Mr. Snyder has also acted as Lead Independent Director for Switch since 2017.

 
   

Director, NV Energy, from 2005 to 2013.

 
   

President, Boyd Gaming Corporation, from January 1997 to March 2005, having joined the company’s board of directors in April 1996 and its management team in July 1996.

 
   

Co-Founder, Western Alliance Bancorporation, through the establishment of Bank of Nevada, the Company’s first bank subsidiary (f/k/a BankWest Nevada).

 
   

President and CEO, Fremont Street Experience LLC, a private/public partnership formed to develop and operate a major redevelopment project in Downtown Las Vegas, from 1992 to July 1996.

 
   

Chairman of the board of directors and CEO, First Interstate Bank of Nevada, then Nevada’s largest full-service bank, from 1987 to 1991. During his 22 years with First Interstate Bank from 1969 to 1991, Mr. Snyder served in various management positions in retail and corporate banking, as well as international and real estate banking.

 

Education:

   

B.S. Business Administration, University of Wyoming

 
   

Graduate School of Credit & Financial Management, Stanford University

 

 

 

 

WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT            15


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               CORPORATE GOVERNANCE  
               

 

BOARD COMPOSITION

 

 

SUNG WON SOHN, PH.D.

 

LOGO   

 

PROFESSOR OF FINANCE & ECONOMICS

Loyola Marymount University

 

Age: 76

Director since: 2010

  

 

Committee Membership:

 

•  Finance and Investment Committee (Chair)

 

•  Risk Committee

 

  Qualifications

   

Economic forecasting experience and abilities.

 
   

Management experience in the banking industry, including at one of the largest banks in the country.

 
   

Knowledge of the Southern California market.

 

 

  Biographical Information

   

Professor of Finance & Economics, Loyola Marymount University, beginning in 2019.

 
   

Commissioner, Los Angeles City Employees Retirement System (LACERS) Board of Administration.

 
   

Board Member, National Association of Corporate Directors Southern California.

 
   

Former Smith Professor of Economics and Finance, California State University.

 
   

Former Vice Chairman, Forever 21, a multi-national retailer.

 
   

President and Chief Executive Officer of Hanmi Financial Corporation, a commercial bank in Los Angeles, California, from 2005 to 2007.

 
   

Executive Vice President and Chief Economic Officer, Wells Fargo Bank, from 1998 to 2005.

 
   

Senior Economist, the President’s Council of Economic Advisors in the White House, prior to 1974.

 
   

Tenured Professor, Pennsylvania State University System, prior to his time at the White House.

 
   

Author of two books, Global Financial Crisis and Exit Strategy and The New Economy.

 
   

Prior Board Member, Port of Los Angeles, First California Bank, Foreign Affairs Council of Los Angeles, Children’s Bureau of Los Angeles, Ministers Mutual Life Insurance Company, L.A. Music Center (Performing Arts), Park Nicollet Health Services, The Blake School, Minnesota Community College System, North Memorial Medical Center, Harvard Business School Association of Minnesota, and the American Heart Association of Minnesota.

 

  Education:

   

B.S., Economics, University of Florida

 
   

Master’s Degree in Economics, Wayne State University

 
   

Ph.D. in Economics, University of Pittsburgh

 
   

Professional Master’s Degree, Harvard Business School

 
   

Real Estate Finance Certificate, MIT

 

 

 

 

16            WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT


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   CORPORATE GOVERNANCE                
                 

 

BOARD COMPOSITION

 

 

KENNETH A. VECCHIONE

 

LOGO   

 

PRESIDENT & CHIEF EXECUTIVE OFFICER

Western Alliance Bancorporation

 

Age: 66

Director since: 2007

  

 

Committee Membership:

 

N/A

 

  Qualifications

   

Extensive public company experience and strong day-to-day knowledge of the Company.

 
   

Proven executive leadership abilities.

 
   

Impressively diverse banking and financial institution background.

 
   

Multi-faceted Board experience at both public and private companies.

 
   

Solid expertise and deep understanding of the current trends and regulatory issues within the financial services industry, with an understanding of risk management priorities.

 

 

Biographical Information

   

President and Chief Executive Officer, Western Alliance Bancorporation, since April 1, 2018, after rejoining the company as President in July 2017. Mr. Vecchione assumed the role of President again in October 2019.

 
   

President, Chief Executive Officer, and Director, Encore Capital Group (“Encore”), starting in April 2013, adding the position of Chief Executive Officer as of June 2013 through his June 2017 departure.

 
   

Chairman, Cabot Credit Management, Encore’s largest majority owned international subsidiary, during his time with Encore.

 
   

Chairman of Western Alliance Bank, from January 2014 to December 2015.

 
   

President and Chief Operating Officer, Western Alliance Bancorporation, from April 2010 to April 2013.

 
   

Board Member, Federal Home Loan Bank of San Francisco, from 2012 to 2013.

 
   

Director and Audit Committee Chairman, International Securities Exchange, from 2007 to June 2016.

 
   

Director and Audit Committee Chairman, Affinion Group, until January 2011.

 
   

Chief Financial Officer, Apollo Global Management, LLC, from 2007 to 2010.

 
   

Vice Chairman and Chief Financial Officer and multiple other positions, MBNA Corporation, from 1998 to 2006, with three years in the above listed titles.

 
   

Executive Vice President and Chief Financial Officer, AT&T Universal Card Services, from 1997 to 1998.

 
   

Chief Financial Officer, Citicorp Credit Services, from 1990 to 1994.

 
   

Current Board Member of the Phoenix Symphony.

 
   

Served on a number of private and public boards, including as Chair of the Audit Committee of ISE and the Affinion Group.

 

Education:

   

B.S., Accounting, State University of New York at Albany

 

 

 

 

WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT            17


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               CORPORATE GOVERNANCE  
               

 

DIRECTOR INDEPENDENCE

 

Director Independence

 

 

The Company’s common stock is traded on the NYSE. The NYSE’s rules require that a majority of directors of NYSE-listed companies be “independent.” For a director to be “independent” under the NYSE’s rules, the Board of Directors must affirmatively determine that the director has no material relationship with the Company, including its subsidiaries, either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company, and a director must satisfy all categorical standards relating to independence, as set forth in Section 303A of the NYSE Listed Company Manual.

Of the 13 persons nominated for election to the Board of Directors, the Board of Directors affirmatively determined 11 to be independent under NYSE standards. The Board of Directors based these determinations primarily on the recommendations of the Governance Committee, which performed a detailed review of the Company’s internal records and the responses of the directors to questions regarding employment and compensation history, affiliations and family and other relationships, and on discussions with such directors. As part of its review, the Governance Committee considered, among other things, the nature and extent of each director’s business relationships and transactions with the Company, its subsidiaries, and its executive officers and their affiliated business entities, including personal investment activities, professional services, involvement in charitable or non-profit organizations, and those relationships and transactions described in each of the “Certain Transactions with Related Persons” and the “Certain Business Relationships” sections herein, located on page 54.

Based on these factors, the Board of Directors determined that Messrs. Sarver and Vecchione are not independent because both serve as executive officers of the Company.

Meetings of the Board of Directors

 

 

The Board of Directors held nine meetings in 2020. Each current director attended at least 75% of the meetings of the Board of Directors and meetings of committees on which he or she served in 2020. The Company invites and encourages all of its directors to attend the Company’s annual meetings of stockholders, and all of the directors attended the 2020 annual meeting of stockholders.

Executive sessions of non-management/independent directors (consisting of all directors other than Messrs. Sarver and Vecchione) are periodically scheduled and held during the Company’s quarterly Board of Directors meetings.

 

 

 

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   CORPORATE GOVERNANCE                
                 

 

BOARD ROLE IN RISK OVERSIGHT

 

Board Role in Risk Oversight

 

 

Under the Company’s governance structure and applicable law, the Board of Directors is ultimately responsible for overseeing the Company’s risk management processes. The Company has adopted a three lines of defense risk management model, and the Board has distributed certain oversight responsibilities to its committees in keeping with its obligation to oversee and monitor the three lines of defense.

 

Board of Directors

 

The first line of defense is primarily evaluated by the full Board, and the Company’s executive officers make reports to the Board of Directors regarding the risks within their areas of responsibility. Additionally, certain first line areas requiring special attention are delegated to Board Committees for in depth review. The supervision of the second and third lines of defense are described below.

 

   

i

 

LOGO   Chief Risk Officer

      

i

 

LOGO   Risk Committee

      

i

 

LOGO   Audit Committee

 
               

   LOGO

      

LOGO

      

LOGO

 

 

The Company’s Chief Risk Officer (“CRO”) reports to both the Risk Committee and the Company’s General Counsel. The Company’s CRO oversees periodic company-wide risk assessments and manages the Company’s enterprise risk management program. The CRO chairs the Enterprise Risk Management Committee (“ERMC”), which is composed of many of the Company’s senior executives and subject matter experts. Under its charter, the ERMC meets on a regular basis throughout the year and is responsible for: (1) identifying and prioritizing business and financial risks, consistent with the Company’s Risk Appetite Statement; (2) oversight of business process risk; (3) ensuring that any identified risk control gaps are adequately addressed; and (4) continually improving the Company’s risk management infrastructure. The CRO provides regular reports on ERMC activities to the Risk Committee and the full Board of Directors.

 

      

 

The Board has assigned primary oversight for the second line of defense (including the compliance and risk management functions) to the Directors’ Risk Committee (the “Risk Committee”), including credit, concentration, operational, market and information technology risks, among others. The Risk Committee is also responsible for compliance oversight, except where responsibility for compliance with particular laws and regulations have been specifically assigned to a different Board Committee (e.g., compliance with financial reporting regulations, which is overseen by the Audit Committee). The Risk Committee reports regularly to the Board of Directors regarding material matters discussed at meetings of the Risk Committee, as well as the current status of risk and action items. The Risk Committee assists the Board of Directors and its other committees with their risk-related activities, and acts as a resource to management, including the Company’s ERMC.

 

      

 

Primary oversight of the third line of defense is assigned to the Audit Committee, which is tasked with oversight of the Company’s audit function and financial reporting. The Audit Committee oversees the evaluation of the adequacy of the Company’s internal controls and its major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee, along with all of the Board Committees, regularly reports to the full Board on their risk management activities.

 

 

Finally, because the Board of Directors believes that skilled and well-informed directors are vital to effectively fulfilling the governance responsibilities of the Board of Directors, including oversight of the Company’s risk management processes, it has adopted and implemented a formal Director Training and Education Program.

 

 

 

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NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES

 

Non-Employee Director Stock Ownership Guidelines

 

 

The Board of Directors adopted Stock Ownership Guidelines because it believes that it is important to the Company’s future success that executive officers and directors own and hold a minimum number of shares of common stock of the Company in order to further align their interests and actions with the interests of the Company’s stockholders. The Stock Ownership Guidelines require non-employee directors to own a minimum number of shares of the Company’s common stock, with a value at least equal to five times such director’s annual cash compensation as reported in the Company’s most recent proxy statement, based on a rolling six month average of the Company’s share price. The Stock Ownership Guidelines provide for a transition period of five years during which new directors must achieve full compliance with these requirements. The Stock Ownership Guidelines are administered and enforced by the Governance Committee of the Board of Directors, and compliance is monitored and reported to the Governance Committee by the Company’s General Counsel. Each director is in full compliance with these requirements. Stock Ownership Guidelines for the Company’s executive officers can be found on page 43.

The Company understands that hedging and significant amounts of pledging of Company stock by directors and executive officers may skew the alignment of the interests between Company insiders and Company stockholders. Therefore, the Stock Ownership Guidelines specifically prohibit any hedging or pledging of Company stock held by directors and executive officers. Notwithstanding the foregoing, certain limited exceptions for pledging exist, including (a) shares of Company common stock held in a margin account or pledged as collateral for a loan prior to July 30, 2019, or (b) where the executive or director demonstrates the financial capacity to repay the loans without resorting to the pledged stock, such exception to be granted at the sole discretion of the Governance Committee. Any pledged shares are excluded from required ownership levels, and are subject to both individual and collective maximums on Company shares that may be placed in a margin account or otherwise pledged.

Communication with the Board of Directors and its Committees

 

 

Any stockholder or other interested person may communicate with the Board of Directors, a specified director (including the Lead Independent Director), the non-management directors as a group, or a committee of the Board of Directors by directing correspondence to their attention, in care of the Corporate Secretary, Western Alliance Bancorporation, One E. Washington Street, Suite 1400, Phoenix, Arizona 85004. Anyone who wishes to communicate with a specific director, the non-management directors only or a specific committee should send instructions asking that the material be forwarded to the appropriate director, group of directors or committee chairman. All communications so received from stockholders or other interested parties will be forwarded to the director or directors designated.

 

 

 

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   CORPORATE GOVERNANCE                
                 

 

COMMITTEES OF THE BOARD OF DIRECTORS

 

Committees of the Board of Directors

 

 

The Company’s Board of Directors has five standing committees:

 

  Audit Committee

 

  Compensation Committee

 

  Nominating and Corporate Governance Committee
  Finance and Investment Committee

 

  Risk Committee
 

 

Information with respect to each of these committees is set forth below.

The Company may appoint additional, or modify existing, committees of the Board of Directors in the future, including ad hoc committees to address items requiring special attention, such as potential merger or acquisition opportunities, and for purposes of complying with all applicable corporate governance rules of the NYSE. Membership information and charter documents for each of the Company’s five committees listed above are available in the Investor Relations section of the Company’s website at www.westernalliancebancorporation.com. For printed copies of the charters, send a request to the Company at One E. Washington Street, Suite 1400, Phoenix, Arizona 85004, Attention: Corporate Secretary.

 

Board Committee

and Membership

   Primary Responsibilities

Audit Committee

 

Mr. Patriarca, Chairman

Mr. Beach, Financial Expert

Mr. Figuereo, Financial Expert

Mr. Latta

 

All Independent

All Financially Literate

 

12 Meetings during 2020

  

•  Serve as an independent and objective body and to otherwise assist the Board of Directors in its oversight of (a) the qualifications, independence and performance of the registered public accounting firm employed by the Company, (b) the integrity of the Company’s financial statements, its related accounting and financial reporting processes and internal controls over financial reporting, (c) the performance of the Company’s internal audit function, and (d) the Company’s compliance with regulatory, legal and ethical requirements;

 

•  Be directly responsible for the appointment, compensation and oversight of any registered public accounting firm employed by the Company, or other firm, for the purpose of preparing or issuing an audit report or related work;

 

•  Pre-approve all auditing services and non-audit services provided to the Company by the independent auditor;

 

•  Prepare, or direct to be prepared, and review the report required by the proxy rules of the SEC to be included in the Company’s annual proxy statement;

 

•  Support an open avenue of communication among the independent auditor, financial and senior management, internal audit, and the Board of Directors;

 

•  Be directly responsible for the hiring, annual performance evaluation, compensation and oversight of the Chief Audit Executive (“CAE”);

 

•  Support the stature and independence of internal audit by meeting directly with the CAE regarding the internal audit function, organizational concerns, and industry concerns;

 

•  Support internal audit’s budget, staffing, and system relative to the firm’s asset size and complexity and the pace of technological and other changes;

 

•  Review the status of actions recommended by internal audit and external auditors to remediate and resolve material or persistent deficiencies identified by internal audit and findings identified by supervisors;

 

•  Oversee the third line of defense in the Company’s Three Lines of Defense Model;

 

•  Review the independent auditor’s qualifications and independence;

 

•  Oversee the Company’s compliance with the rules and regulations related to the preparation and presentation of financial statements; and

 

•  Provide regular reports to the Board of Directors of the Company and its bank subsidiary.

 

 

 

 

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COMMITTEES OF THE BOARD OF DIRECTORS

 

Board Committee

and Membership

   Primary Responsibilities

Compensation Committee

 

Mr. Latta, Chairman

Mr. Hilton

Ms. Johnson

Mr. Marshall

Mr. Segedi

 

All Independent

 

9 Meetings during 2020

  

•  Annually review and approve corporate goals and objectives relevant to the CEO’s compensation, assist the Lead Independent Director in the Board of Directors’ evaluation of the CEO’s and Executive Chairman’s performance in light of those goals and objectives, and recommend compensation levels for the CEO to the full Board of Directors;

 

•  Engage and terminate, at the Compensation Committee’s sole authority and discretion, outside consultants to study and make recommendations regarding director or executive compensation matters, and the sole authority to approve their fees and other retention terms;

 

•  Approve compensation, including cash-based and equity awards, of executive officers, which may include consideration of the results of the most recent stockholder advisory vote on executive compensation;

 

•  Administer the Company’s executive incentive compensation plans and equity-based plans;

 

•  Assess the desirability of, and review and recommend to the Board for approval, new executive incentive compensation plans and all equity-based incentive plans, significant amendments to those plans, and any increase in shares reserved for issuance under existing equity based plans;

 

•  Review and make recommendations on an annual basis to the independent directors of the Board with respect to the compensation of directors;

 

•  Annually prepare and issue a report on executive compensation for inclusion in the Company’s annual meeting proxy statement, and review and approve all other sections of the proxy statement relating to director and executive compensation, in accordance with applicable rules and regulations;

 

•  Review and discuss with management the Compensation Discussion and Analysis (the “CD&A”) required by the rules and regulations of the SEC to be included in the Company’s proxy statement and annual report on Form 10-K and determine whether or not to recommend to the Board that the CD&A be so included;

 

•  Evaluate and discuss with the appropriate officers of the Company its employee compensation programs as they relate to risk management and risk-taking incentives in order to determine whether any risk arising from such compensation programs is reasonably likely to have a material adverse effect on the Company;

 

•  Adopt policies regarding the adjustment or recovery of incentive awards or payments if the relevant Company performance measures upon which such incentive awards or payments were based are restated or otherwise adjusted in a manner that would reduce the size of an award or payment, consistent with Section 10D of the Exchange Act;

 

•  Review and recommend to the Board for approval the frequency with which the Company will conduct Stockholder Say on Pay Votes under the Dodd-Frank Act, taking into account the results of the most recent stockholder advisory vote on frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company’s proxy statement;

 

•  Periodically review and make recommendations regarding the Company’s strategies, activities, policies and communications regarding employee workforce and human resource management. and

 

•  Provide regular reports to the Board of Directors of the Company and its bank subsidiary.

 

The Compensation Committee also has the authority to delegate its authority to subcommittees and individual members of the Compensation Committee as the Compensation Committee deems appropriate; provided that any delegate shall report any actions taken to the whole Compensation Committee at its next regularly scheduled meeting. The “Compensation Committee Report” appears on page 44.

 

 

 

 

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   CORPORATE GOVERNANCE                
                 

 

COMMITTEES OF THE BOARD OF DIRECTORS

 

Board Committee

and Membership

   Primary Responsibilities

Nominating and Corporate Governance Committee

 

Mr. Snyder, Chairman

Mr. Beach

Mr. Gould

Mr. Hilton

Ms. Johnson

 

All Independent

 

5 Meetings during 2020

  

•  Identify individuals qualified to become members of the Company’s Board of Directors and recommend director candidates for election or re-election to the Board of Directors;

 

•  Develop and maintain a Director Skills and Traits Matrix, the function and use of which will be to assist the Governance Committee in analyzing the Board’s current composition, and to assist the Governance Committee in the director selection and nomination process;

 

•  Review and assess the effectiveness of the Company’s corporate governance structure and processes, and recommend any changes to the full Board of Directors and management, including Board committee structure and membership;

 

•  Periodically recommend changes in the size and composition of the Board of Directors, if appropriate;

 

•  Review and recommend changes to, and administer and enforce, the Company’s Corporate Governance Guidelines, Code of Business Conduct and Ethics, Insider Trading Policy, Stock Ownership Guidelines, and Director Training and Education Program;

 

•  Review and approve those sections of the Company’s proxy statement relating to corporate governance matters and Board Committee functions and responsibilities;

 

•  Review and approve the Company’s policy making framework, as necessary and appropriate;

 

•  Make recommendations to the Board of Directors about succession planning for the CEO and other senior executives; and

 

•  Oversee the annual evaluation process for the Board of Directors.

 

•  The Governance Committee also has the authority to delegate its authority to subcommittees and individual members of the Governance Committee as it deems appropriate; provided that any delegate shall report any actions taken to the whole Committee at its next regularly scheduled meeting. See “Director Selection Process” on page 3 for further information on the process by which directors are nominated for election to the Company’s Board of Directors.

 

Finance and Investment Committee

 

Dr. Sohn, Chairman

Mr. Figuereo

Mr. Marshall

Ms. McFetridge

Mr. Segedi

 

All Independent

 

9 Meetings during 2020

  

•  Monitor the Company’s investment portfolio and trading account activities, including investment and loan purchase and sale activity, valuation trends and methodology, and compliance with approved policies and risk limitations;

 

•  Monitor the Company’s interest rate and liquidity risk positions considering the trends, effectiveness, size, and sensitivities to stress of these positions relative to approved policies and risk limitations;

 

•  Review and discuss the Company’s current and projected capital ratios considering overall financial condition, growth, strategy changes, and relevant economic conditions;

 

•  Review and discuss trends and changes related to deposit taking and borrowings;

 

•  Monitor the overall activities conducted in any non-banking affiliates of the Company;

 

•  Review and discuss the risk management, accounting, profitability, legal, audit and compliance, systems and operations, and reputational risk implications of any new investment, business initiatives, tax planning strategies, debt, equity capital, and/or derivative or hedging strategies prior to the introduction of the product;

 

•  Review any relevant reports rendered by the Company’s internal audit and compliance departments, and external auditors, and work with the Audit Committee, as appropriate, to ensure that any necessary corrective actions are taken and achieved;

 

•  Review any relevant reports received from bank regulators regarding the activities of the Finance and Investment Committee; and

 

•  Review any material required as part of bank run capital stress testing, including models, financial schedules and supporting artifacts.

 

 

 

 

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COMMITTEES OF THE BOARD OF DIRECTORS

 

Board Committee

and Membership

   Primary Responsibilities

Risk Committee

 

Mr. Gould, Chairman

Ms. McFetridge

Mr. Patriarca

Mr. Snyder

Dr. Sohn

 

All Independent

 

11 Meetings during 2020

  

•  Receive presentations and other information to understand the significant risks to which the Company is exposed;

 

•  Review the Company’s procedures and techniques, and approve, where appropriate, policies developed and implemented to measure the Company’s risk exposures and for identifying, aggregating, evaluating and managing the significant risks to which the Company is exposed, to ensure that they remain appropriate and prudent;

 

•  Monitor, on a regular basis, the Company’s risk management performance and obtain, on a regular basis, reasonable assurance that the Company’s risk management policies for significant risks are being adhered to;

 

•  Be consulted in the hiring and dismissal of the CRO, and approve compensation of the CRO;

 

•  Review the stages of development of an enterprise-wide Risk & Control Self- Assessment (RCSA) Program and, once implemented, review periodic summary reports of the Company’s RCSA Program.

 

•  Consider and provide advice to the Board of Directors, when appropriate, on the risk impact of any strategic decision that the Board of Directors may be contemplating, including considering whether any strategic decision is within the risk tolerance established for the Company and its individual business units;

 

•  Recommend a risk appetite statement for the Company to the full Board for approval, and monitor compliance with the risk appetite statement, including development of risk tolerances, targets and limits as appropriate;

 

•  Review the examination reports of federal and state regulatory agencies having supervisory authority over the Company’s activities;

 

•  Review and approve any other matters required by the Company’s regulators from time to time;

 

•  Review the amount, nature, characteristics, concentration and quality of the Company’s credit portfolio, including all significant exposures to credit risk through reports on significant credit exposures presented to the Risk Committee, exceptions to risk policies and procedures, if any, and trends in portfolio quality (credit and position risk), market risk, liquidity risk, economic data and other risk information;

 

•  Monitor management’s oversight of the Company’s Financial Crimes Risk Management program, including reviewing related policies, risk assessment results and monitoring efforts (e.g., BSA/AML/OFAC metrics);

 

•  Monitor management’s oversight of Operations and Technology risk including, cyber security, information security, Business Continuity and Disaster Recovery programs;

 

•  Review and approve annually the level and adequacy of the Company’s insurance program, policies and coverage limits, including an assessment of insurance carriers and brokers; and

 

•  Review and approve significant risk management policies recommended by the Company’s management.

 

 

 

 

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COMPENSATION OF DIRECTORS

 

Compensation of Directors

 

 

The table below provides information concerning the compensation of the Company’s non-employee directors for 2020. The Company does not pay employees of the Company additional compensation for their service as directors. Accordingly, this table does not include Mr. Sarver or Mr. Vecchione. Non-employee directors receive annual retainers, committee service retainers, equity grants in the form of restricted Company stock, and amounts for special assignments as determined to be appropriate.

In February 2020, the Board approved the following compensation schedule for non-employee directors. All retainers are paid in quarterly installments and pro-rated as necessary.

 

 

An annual board service retainer of $50,000;

 

 

Committee service retainers of $20,000 for the Audit Committee, $10,000 for the Finance & Investment, Compensation, Risk Management, and Governance Committees;

 

 

Retainers of $15,000 for the Lead Independent Director, $15,000 for the Audit Committee Chairman, $10,000 for the Finance & Investment, Compensation, Risk Management, and Nominating Committee Chairmen; and

 

 

Equity compensation of 4,150 shares in restricted stock.

 

Name

  

Fees Earned or

Paid in Cash

($)

    

Stock
Awards

($)(1)

     Cash
Dividend
Paid
($)(2)
    

Total

($)

 

Bruce Beach

     95,000        235,000        2,075        332,075  

Juan Figuereo

     40,000        156,638        1,063        197,701  

Howard Gould

     80,000        235,000        2,075        317,075  

Steve Hilton

     65,000        235,000        2,075        302,075  

Marianne Boyd-Johnson

     70,000        235,000               305,000  

Robert Latta

     85,000        235,000        2,075        322,075  

Todd Marshall

     70,000        235,000        2,075        307,075  

Adriane McFetridge

     65,000        235,000        2,075        302,075  

James Nave

     35,000        235,000        2,075        272,075  

Michael Patriarca

     95,000        235,000        2,075        332,075  

Bryan Segedi

     35,000        156,638        1,063        192,701  

Donald Snyder

     80,000        235,000        2,075        317,075  

Sung Won Sohn

     85,000        235,000        2,075        322,075  

 

(1)

In accordance with SEC regulations, stock awards are valued at the grant date fair value computed in accordance with FASB ASC Topic 718. For restricted stock, the fair value per share is equal to the closing price of the Company’s stock on the date of grant.

 

    

Active non-employee directors were each awarded 4,150 shares of restricted stock that fully vested on July 1, 2020, with the exception of Messrs. Figuereo and Segedi, who received pro rata (by grant date value) awards of 4,253 shares on June 11, 2020 that fully vested on November 1, 2020.

 

    

As of December 31, 2020, none of the directors had outstanding restricted stock awards (“RSAs”).

 

    

Complete beneficial ownership information of Company stock for each of our current directors is provided in this proxy statement on page 55 under the heading, “Security Ownership of Certain Beneficial Owners, Directors and Executive Officers.

 

(2)

Represents dividend on unvested directors’ grant. Ms. Johnson made an 83(b) election on her director’s stock grant, and therefore received dividends as a stockholder, and not as part of her director compensation.

In January 2021, as part of its annual review of director compensation, the Compensation Committee recommended that the director compensation remain at 2020 levels, with a decrease in the number of shares granted based on the increase in the value of the stock price from the prior year. The Board of Directors approved the Compensation Committee’s recommendations and granted 3,074 shares of restricted stock to each director on February 9, 2021, with the shares scheduled to vest on July 1, 2021.

 

 

 

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AUDIT COMMITTEE REPORT

 

Audit Committee Report

 

 

The Board of Directors of Western Alliance Bancorporation approved the charter of the Company’s Audit Committee on April 27, 2005, and the charter was most recently amended on February 9, 2021. The charter states that the primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing: (i) the qualifications, independence and performance of the registered public accounting firm employed by the Company, (ii) the performance of the Company’s internal audit function, (iii) the integrity of the Company’s financial statements, its related accounting and financial reporting processes and internal controls over financial reporting, and (iv) the Company’s compliance with regulatory, legal and ethical requirements. The Audit Committee periodically reports on these and other pertinent matters that come before it to the full Board of Directors.

The following four directors are currently members of the Audit Committee: Messrs. Patriarca (Chairman), Latta, Beach, and Figuereo. The Board of Directors has determined that each member of the Audit Committee satisfies the requirements of the applicable laws and regulations relative to the independence of directors and Audit Committee members, including, without limitation, the requirements of the SEC and the listing standards of the NYSE. The Board of Directors has further determined, in its business judgment, that each member of the Audit Committee is “financially literate” under NYSE listing standards and that Messrs. Beach and Figuereo qualify as “audit committee financial experts” as defined by the SEC. During 2020, the Audit Committee met twelve times.

While the Audit Committee has the duties and responsibilities set forth in its charter, it is not the responsibility of the Audit Committee to plan or conduct audits, to implement internal controls, or to determine or certify that the Company’s financial statements are complete and accurate or are in compliance with generally accepted accounting principles in the United States of America (“GAAP”). Furthermore, it is not the duty of the Audit Committee to assure compliance with applicable laws, rules, and regulations. These are the duties and responsibilities of management, the Company’s independent registered public accounting firm, and others as described more fully below.

Management is responsible for the Company’s financial reporting process, which includes the preparation of the Company’s financial statements in conformity with GAAP, and the design and operating effectiveness of a system of internal controls and procedures to provide compliance with accounting standards and applicable laws, rules, and regulations. Management is also responsible for bringing appropriate matters to the attention of the Audit Committee and for keeping the Audit Committee informed of matters that management believes require attention, guidance, resolution, or other actions. RSM US LLP, the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and for expressing an opinion on the conformity of the Company’s consolidated financial statements with GAAP.

During the year, the Audit Committee discussed with RSM US LLP and the Company’s internal auditors, with and without management present, the overall scope and plans for their respective audits, the results of their examinations, and their evaluations of the effectiveness of the Company’s internal controls and of the overall quality of the Company’s financial reporting.

The Audit Committee reviewed and discussed the audited consolidated financial statements of the Company for the year ended December 31, 2020 with RSM US LLP, the Company’s independent registered public accounting firm, and management. In addition, the Audit Committee discussed with RSM US LLP those matters required to be discussed under generally accepted auditing standards, including Statement on Auditing Standards No. 1301 (Communication with Audit Committees) as currently in effect and the matters required to be discussed by the applicable requirements of the PCAOB and the SEC.

RSM US LLP has provided to the Audit Committee the written disclosures and the letter required by the PCAOB’s Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, as currently in effect, and the Audit Committee discussed with RSM US LLP any relationships that may impact on the firm’s objectivity and independence and satisfied itself as to the auditors’ independence. In addition, the Audit Committee reviewed and approved the fees paid to RSM US LLP for audit and non-audit related services.

Based on the reviews and discussion referred to above, the Audit Committee approved the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.

Submitted by the Audit Committee

Michael Patriarca (Chairman)

Bruce Beach

Robert P. Latta

Juan Figuereo

 

 

 

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AUDIT COMMITTEE REPORT

 

The foregoing Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference with any previous or future filings by the Company under the Securities Act of 1933 or the Exchange Act except to the extent that the Company specifically incorporates this report therein by reference.

Compensation Committee Matters

 

 

The Compensation Committee’s Processes and Procedures

The Compensation Committee’s charter is reviewed no less than annually to ensure that the Compensation Committee is fulfilling its duties in aligning the Company’s executive compensation program with the creation of stockholder value. The Board of Directors adopted the Compensation Committee’s charter on April 27, 2005, and most recently approved the charter on February 9, 2021.

The Compensation Committee’s charter provides the Compensation Committee with the sole authority and discretion to engage and terminate outside advisors to study and make recommendations regarding director or executive compensation matters, and has the sole authority to approve their fees and other retention terms. In 2020, the Compensation Committee retained Willis Towers Watson (the “Consultant”) as its outside independent compensation consultant to advise it on director and executive compensation matters. In this capacity, the Consultant reported directly to the Compensation Committee and provided data, analysis and guidance to assist the Compensation Committee in ensuring that the Company’s executive compensation programs and director compensation programs are appropriate, reasonable, and consistent with the Compensation Committee’s compensation objectives.

The Compensation Committee works directly with the Consultant to determine the scope of the work needed to assist the Compensation Committee in its decision-making processes. The Consultant attended Compensation Committee meetings to present and discuss market data and program design alternatives, and to provide advice and counsel regarding decisions facing the Compensation Committee. The Compensation Committee also meets regularly with the Consultant on an informal basis and without executive management. The Consultant provided no services to the Company other than services that were requested by the Compensation Committee; and the independence assessment that the Compensation Committee conducted confirmed that no conflicts of interest existed with respect to the Consultant’s work.

In 2020, the Compensation Committee directed the Consultant to provide an update to our peer group and CEO benchmarking and market analysis to inform the Compensation Committee’s compensation decisions and recommendations. The Consultant provided an analysis of the Company’s compensation program in comparison to proxy data from the Company’s Peer Group (as defined on page 36) and financial services industry published survey data. The Compensation Committee’s decisions with respect to the peer group analysis are discussed on page 36. There were no actions taken directly pursuant to the CEO benchmarking and market analysis, but the Compensation Committee used the overall information provided by the Consultant to help inform their related decisions.

The Compensation Committee Chairman works with management to set the individual meeting agenda for the Compensation Committee following an overall annual calendar of regular activities. The CEO, Executive Chairman, Chief Human Resources Officer (“CHRO”) and the Deputy General Counsel are the primary representatives of management who interact with the Compensation Committee, and serve as liaisons between the Compensation Committee and Company management. These officers regularly attend Compensation Committee meetings, and provide input and recommendations on compensation matters, as discussed more fully in the “Compensation Discussion and Analysis” below. The CHRO works with the CEO, CFO and other senior executives to develop and recommend compensation strategies and practices to the Compensation Committee for its review and approval, including the performance goals and weighting factors used in the Company’s performance-based plans and base salary adjustments for specific officers. The CHRO also works directly with the Consultant on a variety of Compensation Committee matters and provides administrative support and assistance to the Compensation Committee.

 

 

 

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COMPENSATION COMMITTEE MATTERS

 

Compensation Committee Interlocks and Insider Participation

Messrs. Latta, Hilton, Marshall, Segedi and Ms. Johnson served as members of the Compensation Committee during 2020. Each member of the Compensation Committee is an independent director under standards of the NYSE, is an outside director for purposes of Section 162(m) under the Code, and is a non-employee director under Section 16 of the Exchange Act. No member of the Compensation Committee is a current or former officer or employee of the Company or any subsidiary. No executive officer of the Company serves on the compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving on our Board of Directors or the Compensation Committee. No executive officer of the Company serves on any board that has an executive serving on our Board.

At December 31, 2020, the Company’s executive officers, directors and principal stockholders (and their related interests) were indebted to the Bank in the aggregate amount of approximately $3.3 million. This amount was approximately 0.01% of total gross loans outstanding as of such date. All of the foregoing loans (i) were made in compliance with Regulation O promulgated by the Federal Reserve Board; (ii) were made in the ordinary course of business; (iii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company; and (iv) did not involve more than the normal risk of collectability or present other unfavorable features. In addition to such banking transactions, see page 54 with respect to a related party transaction involving Mr. Hilton.

As a group, the Company’s directors and executive officers hold 2.81% of the outstanding common stock of the Company, as of April 16, 2021. Additional detail regarding the ownership of each director and executive officer can be found in the beneficial ownership table beginning on page 55.

 

 

 

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PROPOSAL NO. 1 ELECTION OF DIRECTORS

 

Proposal No. 1. Election of Directors

 

 

The Company’s Bylaws provide that the Board of Directors will consist of not less than 8 or more than 17 directors. The Board of Directors may, from time to time, fix the number of directors within these limits. Effective as of the date of the Annual Meeting, the Company’s Board of Directors will be fixed at 13 directors.

The 13 individuals listed below, all of whom are currently directors of the Company, are the nominees to be elected as directors at the Annual Meeting to serve for one-year terms. Proxies may not be voted for a greater number of persons than the number of nominees named.

Vote Required. A nominee shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election.

 

The Board of Directors unanimously recommends that the stockholders vote

“FOR” all of the following nominees:

 

Bruce Beach

Juan Figuereo

Howard Gould

Steven Hilton

Marianne Boyd Johnson

Robert Latta

Adriane McFetridge

Michael Patriarca

Robert Sarver

Bryan Segedi

Donald Snyder

Sung Won Sohn, Ph.D.

Kenneth A. Vecchione

Biographical information about these nominees may be found beginning at page 7 of this proxy statement.

 

 

 

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               EXECUTIVE COMPENSATION  
               

 

EXECUTIVE OFFICERS

 

Executive Compensation

Executive Officers

 

 

Executive officers are appointed annually by the Board of Directors. Each of Messrs. Sarver and Vecchione currently serve on the Company’s Board of Directors in addition to their roles as executive officers and more information regarding each is available on pages 13 and 17, respectively. All ages are provided as of December 31, 2020.

 

 

DALE GIBBONS, C.P.A.

 

LOGO   

 

VICE CHAIRMAN AND CHIEF FINANCIAL OFFICER

 

Age: 60

 

Executive Officer since: 2003

  

 

Education:

 

B.S., Arizona State University

 

  Mr. Gibbons has more than 30 years of experience in commercial banking.

 

  Biographical Information

   

Vice Chairman and Chief Financial Officer, Western Alliance Bancorporation, since 2018, prior to which Mr. Gibbons served as Executive Vice President and Chief Financial Officer of the Company beginning in May 2003.

 
   

Chief Financial Officer, Zions Bancorporation, from August 1996 to June 2001.

 
   

Mr. Gibbons worked for First Interstate Bancorp in a variety of retail banking and financial management positions from 1979 to 1996.

 

 

 

TIMOTHY BOOTHE

 

LOGO   

 

CHIEF OPERATING OFFICER

 

Age: 55

 

Executive Officer since: 2019

  

 

Education:

 

B.S. University of California, Santa Barbara, Graduate of the Pacific Coast Banking School through the University of Washington

 

  Mr. Boothe has more than 30 years of commercial banking industry experience.

 

  Biographical Information

   

Chief Operating Officer, Western Alliance Bancorporation, since October 2019, prior to which Mr. Boothe served as President of Bridge Bank, a division of Western Alliance Bank, beginning in July 2015.

 
   

Executive Vice President and Chief Operating Officer, Bridge Bank, from September 2006 until its acquisition by Western Alliance Bancorporation in July 2015.

 
   

Executive Vice President and Chief Lending Officer, Bridge Bank, since its inception in January 2001.

 

 

 

 

 

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EXECUTIVE OFFICERS

 

 

TIM BRUCKNER

 

LOGO   

 

CHIEF CREDIT OFFICER

 

Age: 53

 

Executive Officer since: 2019

  

 

Education:

 

B.S. Business Administration, University of Nebraska, M.B.A., Creighton University

 

 

  Mr. Bruckner has more than 25 years of commercial banking industry experience.

 

  Biographical Information

   

Chief Credit Officer, Western Alliance Bancorporation, since April 2019.

 
   

Executive Vice President, Divisional Chief Credit Officer, Alliance Bank of Arizona, a division of Western Alliance Bank, from January 2016 through April 2019.

 
   

Board Chair, Native American Connections.

 
   

Managing Director – Arizona Commercial Banking, BMO Harris Bank, from September 2012 to 2016. Mr. Bruckner worked for BMO Harris Bank as a Senior Vice President in a variety of divisions including Manager of the Special Assets Division, President of M&I Business Credit and President of M&I Equipment Finance, from June 2006 until his departure in February 2016.

 
   

Line of Business Head – Healthcare Finance/Leasing, Banc of America – Leasing & Capital, from 2003 to 2006.

 

 

 

BARBARA KENNEDY

 

LOGO   

 

CHIEF HUMAN RESOURCES OFFICER

 

Age: 54

 

Executive Officer since: 2018

  

 

Education:

 

B.A., University of Missouri-Columbia

  Ms. Kennedy has extensive experience in human resources management, specifically in the areas of talent acquisition and management,
  employee relations and total rewards.

 

  Biographical Information

   

Chief Human Resources Officer, Western Alliance Bancorporation, since April 2018.

 
   

Senior Vice President of Human Resources, Encore Capital Group, from April 2014 to April 2018.

 
   

Senior Vice President of Human Resources, United Stationers Supply Company, from August 2008 to March 2014.

 
   

Member of the Board of Directors of the Human Resources Management Association of Chicago, the Novo Group, and Meals On Wheels, from August 2008 to March 2014.

 
   

Executive Vice President, Human Resources, Safety, Recruiting and Driver Services, Swift Transportation Company, Inc., from August 1999 to July 2008.

 
   

Ms. Kennedy served in various management positions in Human Resources at Barr-Nunn Transportation.

 

 

 

 

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EXECUTIVE OFFICERS

 

 

RANDALL THEISEN

 

LOGO   

 

CORPORATE SECRETARY AND GENERAL COUNSEL

 

Age: 62

 

Executive Officer since: 2013

  

 

Education:

 

B.A., University of Wisconsin-Madison, J.D., Arizona State University

  Mr. Theisen has close to 40 years of experience representing financial institutions in banking, corporate and financial services
  law.

 

  Biographical Information

   

Corporate Secretary and General Counsel, Western Alliance Bancorporation, since February 2013, prior to which he was General Counsel for the Company starting in February 2006.

 
   

Prior to joining Western Alliance Bancorporation and Western Alliance Bank he served as the head of the Financial Institutions Practice Group of a major Phoenix-based law firm.

 
   

Named a “Leading Lawyer 2006” and “Best of the Bar 2005” for banking attorneys by The Business Journal of Phoenix, and as the “Arizona Public Company Counsel of the Year” in 2014 by the Association of Corporate Counsel.

 

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Compensation Discussion and Analysis

 

 

The objectives of the Company’s executive compensation programs are to:

 

(1)

establish an appropriate relationship between executive pay and the annual and long-term performance of the Company and its affiliates;

 

(2)

reflect the attainment of short- and long-term financial performance goals;

 

(3)

enhance the Company’s ability to attract and retain qualified executive officers; and

 

(4)

align, to the greatest extent possible, the interests of customers, management, and stockholders.

The compensation programs are designed to reward and motivate employees, especially our named executive officers, who consistently contribute to the ongoing success of the Company, and who identify and capitalize on opportunities as they arise.

Named Executive Officers for 2020

As used in this proxy statement, the term “named executive officers,” or “NEOs,” includes:

 

 

Kenneth A. Vecchione, President and Chief Executive Officer;

 

 

Robert Sarver, Executive Chairman;

 

 

Dale Gibbons, Vice Chairman and Chief Financial Officer;

 

 

Randall Theisen, Corporate Secretary and General Counsel;

 

 

Tim Boothe, Chief Operating Officer

Aligning Executive Compensation with Metrics that Drive Stockholder Value

We believe in aligning our executive compensation with the interests of our stockholders by using a compensation mix of both fixed and variable components, and by delivering value to executives that reward performance. This includes a fixed base salary with benefits and limited executive perquisites and variable components such as our annual bonus plan and long-term equity incentive compensation. The compensation mix set forth below displays the 2020 compensation mix of our CEO and all other NEOs.

 

LOGO

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Overview of 2020 Performance and Compensation

The Company’s overall compensation structure did not change in 2020, and continues to strongly link executive pay to performance that benefits stockholders. A significant portion of total direct compensation depends on the Company’s achieving challenging performance targets established in its annual bonus plan and equity awards.

 

Year-Over-Year Growth               
   LOGO  

 

•  Deposits: +$9.1 billion / 40.1%

 

•  Loans: +$5.9 billion / 28.1%

 

 

 

•  Earnings per Share: +0.20 / 4.1%

 

•  Pre-Provision Net Revenue*: +$122.6 M / 19.7%

 

 

2020 resulted in another year of record performance for the Company. The performance highlights include:

 

    Strong Financial

    Performance

  

•  Net income available to common stockholders of $506.6 million for 2020, compared to $499.2 million for 2019.

 

  

•  Diluted earnings per share of $5.04 for 2020, compared to $4.84 per share for 2019.

 

  

•  Pre-Provision Net Revenue* of $ 746.1 million in 2020, compared to $623.5 million in 2019, or 19.7% YoY.

 

  

•  Tangible common equity ratio* of 8.6%, compared to 10.3% at December 31, 2019.

 

  

•  Return on average assets of 1.61% and return on tangible common equity* of 17.7% in 2020, compared to 2.0% and 19.6%, respectively, in 2019.

 

      

    Sustained Balance

    Sheet Growth

  

•  Increase in total loans of $5.9 billion, or 28.1% YoY.

 

  

•  Increase in total deposits of $9.1 billion, or 40.1% YoY.

 

      

    Focused Asset

    Quality

  

•  Net loan charge-offs to average loans outstanding of 0.06% for 2020, compared to 0.02% for 2019.

 

  

•  Nonperforming assets (nonaccrual loans and repossessed assets) of 0.32% of total assets, compared to 0.26% at December 31, 2019.

 

      

    Return of

    Capital

  

•  Quarterly dividend of $0.25 per share of common stock.

 

  

•  2.1M shares repurchased in 2020, reducing shares outstanding by 2.0%.

The Company made the following noteworthy compensation decisions in 2020:

 

 

Increased the CEO’s bonus target to 125% in recognition of the Company’s strong performance and to align him with market data for CEOs in the Peer Group (as defined on page 36); increased the CEO’s base salary by 4.4%, consistent with the terms of Mr. Vecchione’s 2018 offer letter.

 

 

Updated the Earnings Per Share (“EPS”) performance metric in the annual bonus plan to Adjusted EPS based on Pre-Provision Net Revenue (“PPNR”).

 

 

Increased the maximum bonus payout for the 2020 annual bonus plan to 175%; however, capped actual 2020 annual bonus payout at 160% due to macroeconomic uncertainties.

 

 

*

Non-GAAP financial measure: See our 2020 Annual Report on Form 10-K for further information and a reconciliation to the most directly comparable GAAP financial measure.

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Ranked #1 Best Performing Bank of the 50 Largest U.S. Banks by S&P Global Market Intelligence.

LOGO

 

 

LOGO

 

LOGO

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Compensation Design

The Compensation Committee, on behalf of the Board of Directors, performs responsibilities relating to the compensation of the Company’s directors and executive officers. The Compensation Committee seeks to establish total compensation for the Company’s executive officers that is fair, reasonable, competitive in the industry, and aligned with value creation for stockholders. The Company expects that its compensation program will enable it to attract and retain the high quality executive officers required to successfully manage and grow the Company. The Compensation Committee, the Board of Directors and management work together to ensure that compensation practices fairly reward executives for leading the Company through uncertain times, achieving predetermined performance criteria and implementing sound risk management practices. The Compensation Committee also takes action to ensure compensation is appropriately limited when necessary to serve the best interests of the Company or as required by regulatory constraints.

2020 Advisory Vote on Executive Compensation

The Company provides stockholders with the ability to cast an annual advisory vote on the compensation of its executives. Over 97% of voting stockholders voted in favor of the 2019 compensation of the named executive officers as disclosed in the 2020 proxy statement. The Compensation Committee considered the results of the 2020 say-on-pay vote in determining 2021 compensation, but did not make pay changes as a direct result of the advisory vote or feedback from stockholders. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions.

Benchmarking of Compensation

The 2020 Peer Group is comprised of 21 banking organizations the Company used to analyze the NEOs’ compensation as compared to market practices. This group of banking companies was compiled by considering all banks with total assets within a range of approximately 0.5 x to 2.5 x the Company’s total assets, and with a commercial banking focus. For compensation purposes, the Compensation Committee uses a subset of the larger group of companies that the Company uses for purposes of comparing financial and stock performance.

The Company believed the Peer Group to be representative of those companies that are regional leaders in their markets and with which the Company competes for executive talent. The members of the 2020 Peer Group were:

 

•  Bank of Hawaii Corporation

 

•  Bank OZK

 

•  BankUnited, Inc.

 

•  Cathay General Bancorp

 

•  Columbia Banking System, Inc.

 

•  Cullen/Frost Bankers, Inc.

 

•  East West Bancorp, Inc.

 

•  First Horizon Bank

 

•  IBERIABANK Corporation

 

•  Investors Bancorp, Inc.

 

•  Old National Bancorp

 

 

•  Pacific Premier Bancorp, Inc.

 

•  PacWest Bancorp

 

•  Pinnacle Financial Partners Inc.

 

•  Signature Bank

 

•  SVB Financial Group

 

•  Synovus Financial Corporation

 

•  Texas Capital Bancshares, Inc.

 

•  UMB Financial Corporation

 

•  Umpqua Holdings Corporation

 

•  Valley National Bancorp

 

  LOGO

The Compensation Committee reviewed the Company’s Peer Group with the Consultant in 2020 to ensure that the Peer Group continues to be appropriate in light of the Company’s continued growth. After discussing potential alterations to the current Peer Group with the Consultant, the Compensation Committee approved modifying the Peer Group for 2021 by removing Columbia Banking System, Inc., Cathay General Bancorp and IBERIABANK Corporation and including F.N.B. Corporation, Prosperity Bancshares and Sterling Bancorp.

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Peer Group information is an important part of the analysis the Consultant provides to the Compensation Committee so that the Company can maintain executive compensation strategies that are competitive and ensure that compensation is adequate to retain and motivate key executives.

The Compensation Committee believes that its executive officers should receive total compensation that is competitive with comparable employers in the financial services industry and closely aligned with both the Company’s short-term and long-term performance, while at the same time complying with applicable regulatory requirements. The Compensation Committee seeks to provide compensation targeted to reflect the value and performance of executives in the market. Actual total direct compensation for executives may vary as necessary based on recommendations of the CEO, direction from the Board of Directors, performance of the Company or any subsidiary or division, individual performance, the experience level of individual executives, internal equity considerations, acquisition-related commitments, external market factors, and similar considerations.

Elements of Executive Compensation

The principal elements of the Company’s compensation program for NEOs during 2020 consisted of:

 

Principal Element

   Form    Objectives
        

Base Salary

   Cash   

•  Attract and retain key talent through competitive fixed compensation.

•  The only fixed source of cash income.

Annual Bonus

   Cash   

•  Create a pay-for-performance model with clearly established goals and metrics.

•  Motivate and retain key executives through the potential for significant cash compensation by achieving established goals that deliver value to stockholders.

•  Designed to provide market competitive payouts for the achievement of threshold, target, and maximum performance goals.

Long-Term Equity

   Performance Based Stock Units    Stock   

•  Connect executives’ individual interests and the long-term success of the Company.

•  Performance metrics are established for a three-year period and weighted 75% toward the Company’s three-year cumulative EPS and 25% toward the Company’s relative total stockholder return compared to the KBW Regional Banking Index.

   Restricted Stock Awards    Stock   

•  Align executives’ interests with those of stockholders through the establishment of meaningful share ownership.

•  Retain key executives with time-vested stock grants.

•  Work in tandem with the Company’s Stock Ownership Guidelines to create and require meaningful stock ownership by executives.

Standard Benefits

and Limited Perquisites

   Benefits and
Perquisites
  

•  Generally, offer executives the same benefit plans that are available to all full-time employees, plus voluntary benefits that an executive may select and pay for.

•  De-emphasizes benefits and perquisites for NEOs in favor of a performance-based compensation approach.

•  Provide limited job related special benefits, including vehicle allowance and access to the corporate jet for work related travel.

The Compensation Committee reviews and approves final payment packages for all executive officers except for the CEO and Executive Chairman, whose compensation is recommended by the Compensation Committee and approved by the Board of Directors. In evaluating and approving the compensation of executive officers other than the CEO and Executive Chairman, the Compensation Committee receives input from Messrs. Vecchione and Sarver and considers its own assessment of their performance as it has frequent exposure to these officers.

 

 

 

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Table of Contents
                                                                                                                        
               EXECUTIVE COMPENSATION  
               

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Annual Base Salary

The Company views a competitive annual base salary as a crucial component to attract and retain executive talent. In 2020, the Board of Directors determined the base salaries for Messrs. Vecchione and Sarver after reviewing the Compensation Committee’s analysis. The Compensation Committee determines the base salaries for other executive officers (including the NEOs) after considering the Consultant’s analysis, recommendations from Messrs. Vecchione and Sarver, and making its own assessments regarding individual performance, experience and other factors.

2020 Salary Determination

In January 2020, the Compensation Committee reviewed the base salary for all executive officers. The full Board previously approved Mr. Vecchione’s base pay increase of 4.4% as part of his 2018 Offer Letter. The Compensation Committee did not recommend a change to the base salary for Mr. Sarver. With respect to the remaining NEOs, the Compensation Committee decided upon base increases of 5% for Messrs. Gibbons and Theisen. Mr. Gibbon’s increase was to recognize strong performance in 2019 and goal attainment. Mr. Theisen’s increase was to acknowledge his strong performance in connection with the assumption of additional responsibilities with respect to the risk management function. Mr. Boothe’s base salary had been adjusted when he assumed the role of Chief Operating Officer in late 2019.

2021 Salary Determination

In January 2021, the Compensation Committee reviewed the base salary for all executive officers. When evaluated in context of our peer companies and the continued success of the Company, the Compensation Committee approved the following merit based salary increases for the NEOs in 2021.

 

     2020 Base Salary      Increase     2021 Base Salary  

Vecchione

   $ 1,200,000        2.1   $ 1,225,000  

Sarver

   $ 900,000          $ 900,000  

Gibbons

   $ 730,013          $ 730,013  

Theisen

   $ 441,000        5.0   $ 463,000  

Boothe

   $ 390,000        9.0   $ 425,000  

Annual Bonus Plan

The Western Alliance Bancorporation Annual Bonus Plan (“Annual Bonus Plan”) is designed to create a pay-for-performance environment and is intended to motivate and retain qualified employees by providing the potential for an annual cash award based on the Company’s achievement of pre-determined performance criteria. The Annual Bonus Plan serves the Company’s compensation objective by rewarding executives for the attainment of short- and long-term financial performance goals.

The Annual Bonus Plan is designed to provide market competitive payouts for the achievement of threshold, target, and maximum performance goals. Establishment of the performance levels (threshold, target, and maximum) takes into account all factors that management and the Compensation Committee deem relevant, including market conditions and an assessment of a level of growth that is both aggressive and achievable for each performance criterion. Additionally, the Annual Bonus Plan restricts excessive risk-taking by not providing uncapped payouts and putting a ceiling on potential bonus payments.

The Compensation Committee reviews and analyzes the Annual Bonus Plan performance factors on a yearly basis, and believes that the year over year results prove the Company’s demonstrable history of Pay for Performance, as shown on page 35. The Annual Bonus Plan keeps the Company focused on growing its loan portfolio, being its own source of funding through deposit growth, maintaining constant attention to credit quality, and delivering stockholder value.

 

 

 

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   EXECUTIVE COMPENSATION                
                 

 

COMPENSATION DISCUSSION AND ANALYSIS

 

2020 Annual Bonus Determination

The adoption of the Current Expected Credit Loss (“CECL”) methodology in 2020 resulted in a shift away from management’s long-standing recommendation to emphasize GAAP EPS for short-term incentive targets, toward an Adjusted EPS metric based on PPNR. The Compensation Committee believed that the abandonment of the matching principle of accounting required by CECL created a potential distortion in EPS with respect to a single year performance period, and the Compensation Committee recognized that linking annual bonuses with EPS may not incentivize the best long-term value for stockholders. Therefore, the Compensation Committee adopted the Performance Factors and Performance Targets as set forth in the table below.

In addition to the implementation of CECL, the impact of the COVID-19 pandemic made annual bonus projections more difficult than in prior years. Therefore, the Compensation Committee took a cautious and moderated approach with respect to executive bonuses throughout the year. While the Company’s performance demonstrated strength, the Compensation Committee regularly considered whether the Adjusted EPS metric was producing a rational result, whether current loan modifications might impact future credit quality, and whether management interests were appropriately linked to stockholders’ interests.

Management and the Compensation Committee worked closely to understand the impact of the pandemic on the company and to correlate it with the Annual Bonus plan outside of the routine calculations. As the Company demonstrated its business model worked well throughout 2020 and was able to absorb the shock of the COVID-19 pandemic without sacrificing performance, the Compensation Committee approved an annual bonus payout calculated according to the pre-pandemic metrics adopted in January 2020. In its discretion, the Compensation Committee decided to adjust the final payout to 160% to account for the extraordinary events of the year.

The Company’s target performance and actual performance for each bonus metric is provided below. The goals were above industry averages, and overall performance was at the top of the Peer Group.

 

Performance Factor

     Target
Performance
       Actual
Performance
      

Target

Weight

      

Actual Weight

Based on

Performance

 

Adjusted Earnings per Share (1)

     $ 5.20        $ 5.59          40.0%          74%  

Net Charge-Off Ratio (2)

       <0.12%          0.06%          7.5%          12%  

Classified Asset Ratio (3)

       <1.00%          0.61%          7.5%          12%  

Non-Credit Enhanced Deposit Growth (4)

     $ 3,100 million        $ 8,418 million          10.0%          18.00%  

Organic Loan Growth (5)

     $ 2,600 million        $ 4,477 million          10.0%          18.00%  

Soft Cost Non-Interest Deposit Growth (6)

     $ 250 million        $ 1,819 million          10.0%          25%  

Quality Control (7)

       Achieves          Achieves          15.0%          15%  
              

 

 

      

 

 

 
            Total          100.0%          173%  

 

(1)

Adjusted Earnings per Share equals ((PPNR (adjusted for PPP) less Net Charge-Offs) x (1 – Effective Tax Rate)) / Average Diluted Shares Outstanding

 

(2)

The Net Charge-Off ratio equals Net Loan Charge-Offs for the year divided by Average Loans Outstanding for the year.

 

(3)

The Classified Asset Ratio is the ratio of Classified Assets to Total Assets as of December 31, 2020.

 

(4)

The year-over-year deposit growth excludes accounts with credit enhancements, such as letters of credit, collateralized deposits and reciprocal deposit arrangements.

 

(5)

For purposes of the Annual Bonus Plan, the loan growth calculation excludes increases in loans acquired by acquisition, certain syndications, and residential mortgage bulk purchases.

 

(6)

The year-over-year growth in deposits that do not bear interest and do not require reimbursement for customers’ banking related operating expenses of our unused earnings credits.

 

(7)

Quality Control refers to the Company’s performance in maintaining an effective risk management program and sound control environment, based in part on regulatory examination and internal audit results. Company’s performance in this category is assessed each year by the Directors Risk and Audit Committees, which recommend a payout percentage for final approval by the Compensation Committee.

 

 

 

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               EXECUTIVE COMPENSATION  
               

 

COMPENSATION DISCUSSION AND ANALYSIS

 

The following table shows the annual incentive compensation targets, expressed as a percentage of annual cash salary and bonus targets, as well as achievements and payouts under the Annual Bonus Plan.

 

Name

    

Target

(% of

Actual Salary)

      

2020 Bonus

Earned

($)

      

2020 Bonus

Paid

($)

      

2020 Bonus

Paid

(as % of Target)

 

Vecchione

       125%          2,487,693          2,487,693          160%  

Sarver

       100%          1,495,385          1,495,385          160%  

Gibbons

       100%          1,206,526          1,206,526          160%  

Theisen

       65%          473,761          473,761          160%  

Boothe

       65%          421,200          421,200          160%  

2021 Annual Bonus Determination

Based on the ongoing success and growth of the company, the Compensation Committee reevaluated the target bonus amounts for the Company’s executive officers, including the NEOs in February 2021. The Compensation Committee determined that increases to target bonus were appropriate in some cases and recommended an increase to Mr. Vecchione’s target by 17.5% to 142.5%, which was approved by the Board. The Compensation Committee reviewed the target bonus for CEOs in the Peer Group and determined the increased bonus target is consistent with strategy, competitive with the Peer Group and reflective of pay philosophy. Similarly, the Compensation Committee increased the target bonuses for Messrs. Theisen and Boothe by 15% to 80%.

 

Name

    

Target

(% of

Actual Salary)

      

2021 Target

Bonus

($) (1)

      

2021 Maximum

Bonus

(as % of Target)

      

2021 Maximum

Bonus

($) (1)

 

Vecchione

       142.5%        $ 1,745,625          185%        $ 3,229,406  

Sarver

       100%          900,000          185%          1,665,000  

Gibbons

       100%          730,013          185%          1,350,524  

Theisen

       80%          370,400          185%          685,240  

Boothe

       80%          340,000          185%          629,000  

 

(1)

All amounts provided herein are estimates.

The Compensation Committee adopts bonus performance targets in consultation with Messrs. Sarver, Vecchione, and Gibbons. Based on the information available at the beginning of the year about competitive performance expectations, the Compensation Committee approved the 2021 Annual Bonus Plan with the following criteria and weighting factors:

 

Performance Factor

  

Target

Weight

    

Maximum Weight

Based on Performance

 

Adjusted Earnings per Share

     40.0%        80%  

Net Charge-Off Ratio

     7.5%        15%  

Classified Assets to Total Asset Ratio

     7.5%        15%  

Soft Cost Non-Interest Deposit Growth

     10.0%        20%  

Non-Credit Enhanced Deposit Growth

     10.0%        20%  

Organic Loan Growth

     10.0%        20%  

Quality Control

     15.0%        15.0%  
  

 

 

    

 

 

 
     100.0%        185%  

Long-Term Equity Incentive Compensation

The Company considers long-term equity incentive compensation (“LTI”) critical to the alignment of executive compensation with stockholder value creation and an integral part of the Company’s overall executive compensation objectives. The Compensation Committee approved 2020 annual equity grants for the NEOs at its February meeting. The grant date for the annual equity grant for all NEOs was the day of the Board of Directors’ February meeting.

 

 

 

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   EXECUTIVE COMPENSATION                
                 

 

COMPENSATION DISCUSSION AND ANALYSIS

 

EPS is the most significant component of the LTI performance metrics used because the Compensation Committee believes it is the best measure available to evaluate the Company’s success and ability to deliver value to stockholders over time. EPS captures elements of corporate performance that are beyond those of the individual operating business lines, such as corporate funding policies and the management and allocation of capital. Long-term EPS growth also addresses the importance of stable asset quality through loan charge-offs and the provision for credit losses. The immediate impact of CECL at the time of loan origination is mitigated over a 3-year performance period. Additionally, EPS targets are aligned with the Company’s long-term financial plans, which the Board and management have assessed for achievability.

As mentioned above, the Compensation Committee and the CEO believe that EPS related metrics correlate to the best measures of the Company’s success and its ability to deliver value to stockholders. Reaching long-term EPS goals is critical to the Company’s growth strategy, and challenging LTI targets are designed to deliver performance that is better than the Peer Group. The Company has consistently delivered outstanding results to stockholders by focusing on this strategy. Therefore, in both 2020 and 2021, the Company continued to design its performance-based equity awards primarily around the achievement of specified EPS targets. However, the Compensation Committee also recognizes the importance of total stockholder return (“TSR”), especially in light of the SEC’s proposed “Pay for Performance” rules.

2020 LTI Determination:

Given the ongoing success of the Company’s pay-for-performance approach, the Compensation Committee decided to continue granting performance-based stock unit awards (“PSUs”) to Company executives in 2020. The Compensation Committee believes that performance-based shares connect an executive’s individual interests and the long term success of the Company. After considering information regarding market analysts’ expectations for the Peer Group and the Company and input from Mr. Vecchione and the Consultant, the Compensation Committee decided that the performance targets for the PSUs covering the 2020-2022 performance period would be weighted 75% toward the Company’s three-year cumulative EPS and 25% toward the Company’s relative TSR compared to the KBW Regional Banking Index. At the end of the performance period, the Company’s actual performance against the performance targets will be computed separately, then added together to obtain the total number of shares awarded.

The Compensation Committee approved the following performance targets for the 2020-2022 performance period:

Cumulative EPS (75%):

 

PSU Vesting

(%)

   Target
($)
 

—%

   <$ 15.30  

50%

     15.30  

100%

     16.25  

200%

     17.20 or above  

Relative TSR (25%) compared to the KBW Regional Banking Index:

 

TSR

(%)

  

KBW Regional

Banking Index

(percentile)

 

—%

     <25th  

50%

     25th  

100%

     50th  

200%

     75th or above  

The relative TSR component of LTI will be subject to a 100% maximum if TSR is negative for the performance period. The Company will interpolate on a straight-line basis between the threshold, target and maximum in each category of performance.

Each NEO is awarded a target number of PSUs; however, the actual number of shares of common stock received will depend on the Company’s actual performance at the end of the 3-year performance period. The PSUs will be forfeited, and the accounting expense reversed, if the established threshold performance goals are not achieved or in the event of termination of employment that is not in connection with a Change in Control (as defined in the 2005 Stock Incentive Plan) or a Qualified Retirement as defined in the award agreement.

 

 

 

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               EXECUTIVE COMPENSATION  
               

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Each of the NEOs received a combination of RSAs and PSUs with the measures provided above. Mr. Vecchione was awarded the number of PSUs and RSAs approved pursuant to his Offer Letter, and the other NEOs received LTI grants commensurate with their position and responsibilities within the Company.

 

Name

    

RSAs

(#)

      

PSUs

(#)

 

Vecchione

       21,194          21,193  

Sarver

       19,869          19,869  

Gibbons

       6,446          6,446  

Theisen

       3,894          3,894  

Boothe

       3,541          3,541  

2021 LTI Determination

In early February 2021, after considering information regarding market analysts’ expectations for the Peer Group and the Company and input from Messrs. Vecchione and Sarver and the Consultant, the Compensation Committee designed performance targets for the PSUs covering the 2021-2023 performance period in the same way as the 2020-2022 PSUs, weighted 75% toward the Company’s three-year cumulative EPS and 25% toward the Company’s relative TSR compared to the KBW Regional Banking Index. At the end of the performance period, the Company’s actual performance against the performance targets will be computed separately, then added together to obtain the total number of shares awarded.

The Compensation Committee approved the following performance targets for the 2021-2023 performance period:

Cumulative EPS (75%):

 

PSU Vesting

(%)

   Target
($)
 

—%

   <$ 17.25  

50%

     17.25  

100%

     18.9  

200%

     21.00 or above  

Relative TSR (25%) compared to the KBW Regional Banking Index:

 

TSR

(%)

  

KBW Regional

Banking Index

(percentile)

 

—%

     <25th  

50%

     25th  

100%

     50th  

200%

     75th or above  

The relative TSR component of LTI will be subject to a 100% maximum if TSR is negative for the performance period. The Company will interpolate on a straight-line basis between the threshold, target and maximum in each category of performance. Other than the revised performance targets, the 2021 PSUs have the same terms as the 2020 PSUs.

Each of the NEOs received a combination of RSAs and PSUs with the measures provided above. The Compensation Committee’s recommendation was consistent with market data for Mr. Vecchione. All other NEOs also received a combination of RSAs and PSUs with the same measures provided above, and in amounts commensurate with their position and responsibilities within the Company.

 

 

 

 

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   EXECUTIVE COMPENSATION                
                 

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Name

    

RSAs

(#)

      

PSUs

(#)

 

Vecchione

       17,661          17,660  

Sarver

       14,717          14,717  

Gibbons

       6,214          6,214  

Theisen

       3,029          3,028  

Boothe

       2,355          2,354  

Compensation Recovery

The Company has a compensation recovery policy that would apply if the result of a performance measure upon which an award was based is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award or payment. The Compensation Committee, in its sole discretion, may direct the Company to recover any portion of any annual or long-term cash, equity or equity-based incentive paid, provided or awarded to any executive officer, including our NEOs, that represents the excess over what would have been paid if such event had not occurred.

Executive Officer Stock Ownership Guidelines

The Board of Directors adopted Stock Ownership Guidelines in 2010. The Stock Ownership Guidelines, as amended, require the Company’s executive officers to own a minimum number of shares of the Company’s common stock, depending on their position and compensation level. Each actively employed NEO is required to remain in full compliance with these requirements.

 

Name

   Ownership Guidelines    Status

Vecchione

   5x base salary    Comply

Sarver

   5x base salary    Comply

Gibbons

   4x base salary    Comply

Theisen

   3x base salary    Comply

Boothe (1)

   3x base salary    Comply

 

(1)

Mr. Boothe became an Executive Officer in 2019 and is within the five-year compliance phase-in period.

Hedging and Pledging of Company Securities

The Company’s Insider Trading Policy and Stock Ownership Guidelines prohibit any hedging or pledging of Company stock held by directors and executive officers. Notwithstanding the foregoing, certain limited exceptions for pledging exist, including (a) shares of Company common stock held in a margin account or pledged as collateral for a loan prior to July 30, 2019, and (b) where the executive or director demonstrates the financial capacity to repay the loans without resorting to the pledged stock, such exception to be granted at the sole discretion of the Governance Committee. Any pledged shares are excluded from required ownership levels, and subject to both individual and collective maximums on Company shares that may be placed in a margin account or otherwise pledged.

Benefits and Perquisites

With limited exceptions, the Company offers executives the same benefit plans that are available to all full-time employees (e.g., participation in our 401(k) Plan and group insurance plans for medical, dental, vision care and prescription drug coverage; basic life insurance; long-term disability coverage; holidays; vacation, etc.), plus voluntary benefits that an executive may select and pay for (e.g., supplemental life insurance). The Company’s overall benefits philosophy is to focus on the provision of core benefits, with executives able to use their cash compensation to obtain such other benefits as they individually determine to be appropriate for their situations.

The Company believes in a compensation philosophy that deemphasizes benefits and perquisites for NEOs in favor of the performance-based compensation approach described above. The Company does not pay gross-ups and overall perquisites for NEOs continue to be minimal and limited to business-related functions and responsibilities. Please see footnote 3 to the Summary Compensation Table below for more information regarding perquisites offered to our NEOs.

 

 

 

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               EXECUTIVE COMPENSATION  
               

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Non-Qualified Deferred Compensation Plan

NEOs may voluntarily defer cash compensation as part of the Western Alliance Bancorporation Nonqualified 401(k) Restoration Plan (“Restoration Plan”). The Restoration Plan was adopted in order to allow the executive officers to defer a portion of their compensation because they face statutory limits under the Company’s 401(k) Plan. We believe the Restoration Plan is a cost-effective method of providing a market-competitive benefit to the NEOs. For more information on the Restoration Plan, including amounts deferred by the NEOs in 2020, see the Deferred Compensation Plan table and accompanying narrative below.

Tax Considerations

Section 162(m) of the Internal Revenue Code (Section 162(m)) generally disallows a tax deduction to a company for compensation in excess of one million dollars paid to certain executive officers. Historically, compensation that qualified as “performance-based compensation” and met certain other requirements was exempt from the deduction limitation. However, the Tax Cuts and Jobs Act of 2017 eliminated the Section 162(m) performance-based compensation exemption prospectively and made other changes to Section 162(m), but with a transition rule that preserves the performance-based compensation exemption for certain arrangements and awards in place as of November 2, 2017.

The Compensation Committee views the availability of a tax deduction as a relevant consideration, subject to its primary responsibility of providing a compensation program that attracts, retains and rewards the executive talent necessary for the Company’s success, and it retains the flexibility to award compensation consistent with the goals of the executive compensation program described above.

The Compensation Committee also takes into consideration other tax and accounting provisions in developing the pay programs for the Company’s NEOs. These included special rules applicable to nonqualified deferred compensation arrangements under Code Section 409A and the accounting treatment of various types of equity-based compensation under FASB ASC Topic 718, as well as the overall income tax rules applicable to various forms of compensation.

Evaluation of Company Compensation Plans and Risk

The Compensation Committee engages in a comprehensive review of the Company’s employee incentive plans no less often than annually. In April 2020, the Compensation Committee met with the Company’s CFO, CRO, CHRO and Deputy General Counsel to discuss, evaluate and review all of the Company’s incentive compensation plans. The Compensation Committee and CRO identified potential risks posed to the Company and risk mitigating factors within the plans. Based on input regarding long-term and short-term risks to the Company, the Compensation Committee ensured the plans include guiding principles, limitations on eligibility, clawbacks and other features, as necessary, to focus employees on long-term value creation rather than short-term results. Based on its most recent review of the compensation plans, an evaluation of the amount of payments made and the number of employees eligible for each plan, and discussions with the Company’s senior risk officers regarding the potential risks and how those risks are limited for each plan, the Compensation Committee determined that none of the Company’s compensation programs are reasonably likely to have a material adverse effect on the Company.

Compensation Committee Report

 

 

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this proxy statement for filing with the SEC, and incorporated by reference into our Annual Report on Form 10-K.

Submitted by the Compensation Committee

Robert Latta (Chairman)

Marianne Boyd Johnson

Steve Hilton

Todd Marshall

Bryan Segedi

 

 

 

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   EXECUTIVE COMPENSATION                
                 

 

COMPENSATION TABLES

 

Compensation Tables

 

 

Summary Compensation Table

The following table provides NEO compensation information for each of the past three fiscal years and only for those years that these individuals were considered NEOs. The column entitled “Salary” discloses the amount of base salary paid to each NEO during the year, including amounts paid by Company subsidiaries. The column entitled “Stock Awards” discloses the fair value of an award of stock measured in dollars and calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The column entitled “Non-Equity Incentive Plan Compensation” discloses payments made under the Western Alliance Bancorporation Annual Bonus Plan.

 

Name and

Principal Position

   Year     

Salary

($)

    

Bonus

($)

    

Stock

Awards

($) (1)

    

Non-Equity

Incentive Plan

Compensation

($) (2)

    

Change in

pension value

and

nonqualified

deferred

compensation

earnings ($) (3)

    

All Other

Compensation

($) (4)

    

Total

($)

 

Kenneth Vecchione

    Chief Executive Officer

    (President until     April 1, 2018)

     2020        1,243,846           2,399,952        2,487,693           138,780        6,270,271  
     2019        1,148,077               2,299,960        1,722,116               91,130        5,261,283  
     2018        1,088,462               2,199,951        1,499,273               43,145        4,830,831  

Robert Sarver

     2020        934,616           2,249,966        1,495,385           159,854        4,839,821  

    Executive Chairman

     2019        900,000           2,249,956        1,350,000           121,861        4,621,817  

    (Chairman and Chief

    Executive Officer until

    April 1, 2018)

     2018        934,616               2,250,027        1,287,362               100,280        4,572,285  

Dale Gibbons

     2020        754,079           729,945        1,206,526           96,222        2,786,772  

    Vice Chairman and

     2019        692,914        75,000        695,228        1,039,370           71,073        2,573,585  

    Chief Financial Officer

     2018        666,346               702,000        917,841               61,425        2,347,612  

Randall Theisen

     2020        455,539           440,957        473,761           48,843        1,419,100  

    General Counsel

     2019        417,693        60,000        419,980        407,250           43,584        1,348,507  

Tim Boothe

     2020        405,000           400,983        421,200        341,987        166,708        1,735,878  

    Chief Operating Officer

                       

 

(1)

Stock awards consisted of restricted stock and performance-based stock units. The amounts represent the grant date fair value of the stock awards issued during the applicable fiscal year. The amounts disclosed represent the aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718 at the target level of payout.

 

    

For all years in which such person was a NEO, the value of the performance-based stock unit awards based on maximum performance as of the grant date was: Mr. Vecchione—$2,399,895, $2,299,915 and $2,199,951 in 2020, 2019 and 2018 respectively; Mr. Sarver—$2,249,966, $2,249,911, and $2,250,027 in each of 2020, 2019, and 2018, respectively; Mr. Gibbons—$729,945, $695,183, and $702,000 in each of 2020, 2019, and 2018, respectively; Mr. Theisen—$440,957 and $419,980 in 2020 and 2019; and Mr. Boothe—$400,983 in 2020. The Grants of Plan-Based Awards During 2020, Outstanding Equity Awards at Fiscal Year End and the Option Exercises and Stock Vested in 2020 tables include additional information with respect to all awards outstanding as of December 31, 2020.

 

    

Each participant that received a performance-based stock unit award was awarded a specific number of target units that will be earned by the participant at the end of a three-year performance period based on the Company’s cumulative EPS and TSR. Please refer to the “Long-Term Incentive Compensation” section of the CD&A in this proxy statement for more details regarding our equity compensation program.

 

(2)

The Non-Equity Incentive Plan Compensation was fully payable as of December 31, 2020, and may not be deferred at the election of the NEO. The amounts reported in this column consist of earnings pursuant to the Annual Bonus Plan for the year indicated.

 

 

 

WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT            45


Table of Contents
                                                                                                                        
               EXECUTIVE COMPENSATION  
               

 

COMPENSATION TABLES

 

(3)

The amounts shown in this column represent the aggregate change in actuarial present value of accumulated pension benefits for the named executive officer participating in the Company’s Supplemental Early Retirement Plan (“SERP”). The SERP was assumed in the acquisition of Bridge Capital Holdings on June 30, 2015 and, therefore, the only named executive officer participating in the SERP is Mr. Boothe. The amounts represented above may fluctuate significantly in a given year depending on a number of factors that affect the formula to determine pension benefits, including years of service, earnings and actuarial assumptions. A discount rate of 5.25% and a salary rate increase of 3.0% was used to determine the present value of the accumulated benefit. The Company has not provided above-market or preferential earnings on non-qualified deferred compensation under its Restoration Plan and, accordingly, no such amounts are reflected in this column.

 

(4)

Mr. Theisen was not an NEO in 2018. Mr. Boothe was not an NEO in 2019 or 2018.

 

(5)

Components of the “All Other Compensation” column include premiums paid by the Company in 2020 with respect to life, disability, medical, dental and vision insurance for the benefit of the NEOs, and matching contributions made by the Company in 2020 to the NEOs’ health savings accounts, 401(k) Plan and/or the Restoration Plan, and other perquisites.

 

Name

  

Insurance

Premiums

($)

    

Registrant

Contributions

to 401(k) and

Restoration

Plans

($) (1)

     Dividends
on
Restricted
Shares
     Relocation
(2)
    

Perquisites

($) (3)

    

Total

($)

 

Vecchione

     20,460        12,742        93,578               12,000        138,780  

Sarver

     17,686        75,755        54,413               12,000        159,854  

Gibbons

     9,225        63,625        11,372               12,000        96,222  

Theisen

     17,925        8,871        10,047               12,000        48,843  

Boothe

     17,616        11,076        13,715        112,301        12,000        166,708  

 

  (1)

In 2020, the Company matched 75% of the executive’s first 6% of compensation contributed to the 401(k) Plan. Each executive is fully vested in his or her contributions. Earnings are calculated based on employees’ election of investments, and distributions are made at the normal retirement date, termination of employment, disability or death. For information on the Company’s contributions to the Restoration Plan, see the Nonqualified Deferred Compensation Table and accompanying narrative below.

 

  (2)

As part of Mr. Boothe’s promotion to Chief Operating Officer he intends to move to the Phoenix area. Due to restrictions related to the COVID-19 pandemic, his move has been postponed. During this transitionary time, certain reimbursements related to his future move are taxable to him (e.g. maintaining a secondary residence in Phoenix).

 

  (3)

Perquisites include a car allowance for each NEO.

Pension Benefits for 2020

While we do not offer any pension benefits for any of our employees, we do maintain the Bridge Bank, National Association SERP from which Mr. Boothe benefits. The following table sets forth information regarding pension benefits accrued during the last fiscal year.

 

Pension Benefits Table

 

Name

   Plan Name     

Number of

Years of

Credited

Service (1)

(#)

    

Present

Value of

Accumulated

Benefit (1)

($)

    

Payments

During Last

Fiscal Year

($)

 

Kenneth Vecchione

                           

Robert Sarver

                           

Dale Gibbons

                           

Randall Theisen

                           

Tim Boothe

     SERP        17        1,604,893         

 

(1)

The figures shown are determined as of the plan’s measurement date during 2020 under FASB ASC Topic 715, Retirement Benefits, for purposed of our audited financial statements. For the discount rate and other assumptions used for this purpose, please refer to Note 18. Employee Benefit Plans in the Notes to Consolidated Financial Statements attached to the Annual Report on Form 10-K for the year ended December 31, 2020.

 

 

 

46            WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT


Table of Contents
                                                                                                                          
   EXECUTIVE COMPENSATION                
                 

 

COMPENSATION TABLES

 

Grants of Plan-Based Awards During 2020

The following table contains information about estimated payouts under non-equity incentive plans and long-term equity incentive awards made to each NEO during 2020. No stock options were granted to NEOs in 2020.

 

 

“ABP” is the annual incentive cash award payable pursuant to our 2020 Annual Bonus Plan.

 

 

“PSUs” are performance-based stock unit awards subject to performance-based vesting.

 

 

“RSAs” are restricted stock awards subject to time-based vesting.

For a more complete understanding of the table, please read the related narrative.

 

    

Grant

Date

    

Estimated Possible 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

Awards

($)

 

Name

   Threshold      Target      Maximum             Threshold      Target      Maximum  

Kenneth Vecchione

                             

ABP

     

 

1,125,000

 

  

 

1,500,000

 

  

 

2,625,000

 

                 

PSU

  

 

2/7/2020

 

              

 

10,597

 

  

 

21,193

 

  

 

42,386

 

     

 

1,199,948

 

RSA

  

 

2/7/2020

 

                       

 

21,194

 

  

 

1,200,004

 

Robert Sarver

                             

ABP

     

 

675,000

 

  

 

900,000

 

  

 

1,575,000

 

                 

PSU

  

 

2/7/2020

 

              

 

9,935

 

  

 

19,869

 

  

 

39,738

 

     

 

1,124,983

 

RSA

  

 

2/7/2020

 

                       

 

19,869

 

  

 

1,124,983

 

Dale Gibbons

                             

ABP

     

 

547,510

 

  

 

730,013

 

  

 

1,277,523

 

                 

PSU

  

 

2/7/2020

 

              

 

3,223

 

  

 

6,446

 

  

 

12,892

 

     

 

364,973

 

RSA

  

 

2/7/2020

 

                       

 

6,446

 

  

 

364,973

 

Randall Theisen

                             

ABP

     

 

214,988

 

  

 

286,650

 

  

 

501,638

 

                 

PSU

  

 

2/7/2020

 

              

 

1,947

 

  

 

3,894

 

  

 

7,788

 

     

 

220,478

 

RSA

  

 

2/7/2020

 

                       

 

3,894

 

  

 

220,478

 

Tim Boothe

                             

ABP

     

 

190,125

 

  

 

253,500

 

  

 

443,625

 

                 

PSU

  

 

2/7/2020

 

              

 

1,771

 

  

 

3,541

 

  

 

7,082

 

     

 

200,491

 

RSA

  

 

2/7/2020

 

                       

 

3,541

 

  

 

200,491

 

Non-Equity Incentive Plan Awards (Columns 3-5) The amounts reported in these columns reflect threshold, target and maximum award amounts for fiscal year 2020 pursuant to the 2020 Western Alliance Bancorporation Annual Bonus Plan, which is a performance-based compensation plan. The actual amounts earned by each NEO pursuant to such plan are set forth in the Non-Equity Incentive Compensation Column of the Summary Compensation Table.

Equity Incentive Plan Awards (Columns 6-8) The amounts reported in these columns reflect threshold, target and maximum award amounts for the 2020-2022 performance cycle pursuant to the PSUs issued as part of our 2020 annual equity awards. The actual amounts, if any, earned by each NEO pursuant to such awards are determined by the Compensation Committee at the end of the three-year performance cycle and are based on the Company’s cumulative EPS and total stockholder return during the performance period. Threshold, target and maximum award amounts are payable upon achievement of a cumulative EPS of $15.30, $16.25, and $17.20, respectively, and total stockholder percentiles of 25, 50, and 75, respectively. For more information regarding performance unit awards, please refer to the “Long-Term Incentive Compensation” section of the CD&A.

 

 

 

WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT            47


Table of Contents
                                                                                                                        
               EXECUTIVE COMPENSATION  
               

 

COMPENSATION TABLES

 

Stock Awards (Column 9) The amounts reported in the 9th column reflect the number of shares underlying restricted stock awards that were granted as part of our 2020 annual equity awards. These are time vested awards which will vest 50% on the second and third anniversaries of the grant date.

Grant Date Fair Value (Column 10) In the case of PSUs issued as part of our 2020 annual equity awards, the grant date fair value is based on the target number of shares, which the Company currently estimates as a probable outcome of the market-based performance conditions. Depending on whether or to what extent the respective performance conditions are met, the number of shares for which the performance units are settled may range from zero to 200%.

Outstanding Equity Awards at Fiscal Year End

The following table provides information concerning outstanding stock option awards and unvested RSAs and PSUs held by each NEO as of December 31, 2020. Each outstanding award is represented by a separate row which indicates the number of securities underlying the award. For stock awards, the table provides the total number of shares of stock that have not vested and the aggregate market value of shares of stock that have not vested. We computed the market value of stock awards by multiplying the closing market price of our stock at December 31, 2020 ($59.95), by the number of shares of unvested stock.

 

            Stock Awards  

Name

  

Number of

Shares or

Units of Stock

that Have Not

Vested

(#)

    

Market Value

of Shares or

Units of Stock

that Have Not

Vested ($)

     Grant Year     

Equity

Incentive
Plan Awards:

Number of

Unearned

Shares, Units

or Other

Rights That

Have Not

Vested

(#) (1)

    

Equity

Incentive Plan

Awards:

Market or

Payout

Value of

Unearned

Shares, Units

or Other

Rights That

Have Not

Vested

($)

 

Kenneth Vecchione

  

 

81,078

 

  

 

4,860,626

 

  

 

2018

 

  

 

37,606

 

  

 

2,254,480

 

        

 

2019

 

  

 

50,962

 

  

 

3,055,172

 

        

 

2020

 

  

 

21,193

 

  

 

1,270,520

 

Robert Sarver

  

 

54,413

 

  

 

3,262,059

 

  

 

2018

 

  

 

38,462

 

  

 

2,305,797

 

        

 

2019

 

  

 

49,854

 

  

 

2,988,747

 

        

 

2020

 

  

 

19,869

 

  

 

1,191,147

 

Dale Gibbons

  

 

17,149

 

  

 

1,028,083

 

  

 

2018

 

  

 

12,000

 

  

 

719,400

 

        

 

2019

 

  

 

15,404

 

  

 

923,470

 

        

 

2020

 

  

 

6,446

 

  

 

386,438

 

Randall Theisen

     10,047        602,318        2018        6,000        359,700  
        

 

2019

 

  

 

9,306

 

  

 

557,895

 

        

 

2020

 

  

 

3,894

 

  

 

233,445

 

Tim Boothe

  

 

9,965

 

  

 

597,402

 

  

 

2018

 

  

 

3,530

 

  

 

211,624

 

        

 

2019

 

  

 

4,172

 

  

 

250,111

 

        

 

2020

 

  

 

3,541

 

  

 

212,283

 

 

(1)

Based on performance through the end of 2020, amounts shown represent the Company achieving maximum performance goals for the PSUs granted on January 30, 2018 for the 2018-2020 performance period, achieving maximum performance goals for the PSUs granted on February 5, 2019 for the 2019-2021 performance period and achieving target performance goals for the PSUs granted on February 7, 2020 for the 2020-2022 performance period. Mr. Boothe’s 2019 PSUs were granted on February 21, 2019 because he was not yet an Executive Officer. All Non-Executive Officer grants in 2019 were made on February 21, 2019.

 

 

 

48            WESTERN ALLIANCE BANCORPORATION 2021 PROXY STATEMENT


Table of Contents
                                                                                                                          
   EXECUTIVE COMPENSATION                
                 

 

COMPENSATION TABLES

 

Stock Vested and Options Exercised in 2020

The following table provides information concerning the vesting of stock during 2020 for each of the NEOs on an aggregate basis. The table reports the number of shares of stock that have vested; and the aggregate dollar value realized upon vesting of stock. For stock awards that vested in 2020, the aggregate dollar amount realized upon vesting was computed by multiplying the number of shares of stock by the market value of our common shares on the vesting date. Information regardi