Banc Of California, Inc DEF 14A, filed Mar 27, 2025

Banc Of California, Inc. (BANC)

DEF 14A 2025-03-27 For: 2024-12-31

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Added on June 12, 2026

About this DEF 14A

Banc Of California, Inc filed this DEF 14A on March 27, 2025.

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☐ 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 under §240.14a-12


Date	May 7, 2025
Time	8:00 A.M. Pacific Daylight Time
Location	Banc of California: 3 MacArthur Place, Santa Ana, CA 92707
Items of Business	No.	Proposal
	I.	Election of the twelve director nominees named in the accompanying proxy statement, each for a term of one year.
	II.	Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025.
	III.	Approval, on an advisory and non-binding basis, of the compensation paid to our named executive officers as disclosed in the accompanying proxy statement (Say-on-Pay).
	IV.	Approval, on an advisory and non-binding basis, of the frequency of future Say-on-Pay votes (Say-on-Frequency).
Record Date	Holders of record of the Company’s voting common stock at the close of business on March 14, 2025 (the Record Date) will be entitled to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.
Annual Report	The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 3, 2025 (the Annual Report), accompanies our proxy statement.
Proxy Voting	It is important that your shares be represented and voted at the Annual Meeting. You can vote your shares by completing the enclosed proxy card and returning it by mail. Registered stockholders – that is, stockholders who hold stock in their own names – can also vote their shares by telephone or via the internet. If your shares are held through a bank, broker or other nominee, you will receive instructions from them on how to vote your shares. Regardless of the number of shares you own, your vote is very important. Please vote today. If you plan to attend the Annual Meeting, please note that admission will be on a first come, first served basis. You may obtain directions to the Company's offices at 3 MacArthur Place, Santa Ana, CA 92707, by calling Banc of California directly at (855) 361-2262.


/s/ Ido Dotan
Ido Dotan
General Counsel, Chief Administrative Officer, and Corporate Secretary
Los Angeles, California


Our Annual Meeting Logistics

Date and Time May 7, 2025 8:00 A.M. Pacific Daylight Time			Location Banc of California 3 MacArthur Place, Santa Ana, CA 92707
Record Date March 14, 2025			Who Can Vote Holders of the Company’s Voting Common Stock as of the Record Date


No.	Proposal	Board Vote Recommendation:	Page


I.	Election of the twelve director nominees named in this proxy statement, each for a term of one year.	FOR each director nominee	6
II.	Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.	FOR	77
III.	Approval, on an advisory and non-binding basis, of the compensation paid to our named executive officers, as disclosed in this proxy statement (Say-on-Pay).	FOR	80
IV.	Approval, on an advisory and non-binding basis, of the frequency of future Say-on-Pay votes (Say-on-Frequency).	ONE YEAR	81


/s/ John M. Eggemeyer JOHN M. EGGEMEYER Chair of the Board			/s/ Jared M. Wolff JARED M. WOLFF Vice Chair of the Board, Chief Executive Officer and President


Name and Address of Greater than 5% Stockholders	Amount and Nature of Beneficial Ownership(1)	Percent of Voting Common Stock Outstanding(1)

BlackRock, Inc. 50 Hudson Yards New York, New York 10001(2)	22,501,708	14.2%
WP Clipper GG 14 L.P. WP Clipper FS II L.P. c/o Warburg Pincus LLC 450 Lexington Avenue New York, New York 10017(3)	15,592,774	9.8%
State Street Corporation 1 Congress Street, Suite 1 Boston, Massachusetts 02114(4)	11,268,167	7.1%
T. Rowe Price Investment Management, Inc. 101 E. Pratt Street Baltimore, Maryland(5)	10,268,682	6.5%
The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355(6)	9,014,810	5.7%


Name	Voting Common Stock		Total Number of Shares Subject to PSUs/RSUs that will Vest Within 60 Days	Total Number of Shares Beneficially Owned (1)	Percent of Voting Common Stock Outstanding(2)

Directors Who Are Not Executive Officers
John M. Eggemeyer	195,956	(3)	5,366	201,322	*
James A. “Conan” Barker	190,885	(4)	5,366	196,251	*
Paul R. Burke	49,817	(5)	5,366	55,183	*
Mary A. Curran	58,736	(6)	5,366	64,102	*
Shannon F. Eusey	18,251		5,366	23,617	*
Richard J. Lashley	3,088,503	(7)	5,366	3,093,869	1.95	%
Susan E. Lester	36,922		5,366	42,288	*
Joseph J. Rice	29,666	(8)	5,366	35,032	*
Todd Schell	3,203		5,366	8,569	*
Vania E. Schlogel	16,564		5,366	21,930	*
Andrew Thau	30,194		5,366	35,560	*


Named Executive Officers

Jared M. Wolff	313,631	(9)	—	313,631	*
Vice Chair of the Board, Chief Executive Officer and President
Joseph Kauder	10,963		—	10,963	*
Executive Vice President and Chief Financial Officer




Bryan Corsini	13,227		—	13,227	*
Executive Vice President and Chief Credit Officer
Ido Dotan	44,191		—	44,191	*
Executive Vice President, General Counsel, Chief Administrative Officer, and Corporate Secretary
Hamid Hussain	47,560		—	47,560	*
Executive Vice President and President of the Bank
John Sotoodeh	52,651	(10)	—	52,651	*
Former Executive Vice President and Chief Operating Officer




All Executive Officers and Directors, as a group (19 persons)	4,212,045		70,151	4,271,071	2.69	%


						The Board of Directors unanimously recommends that you vote "FOR" each of the director nominees.


						James A. “Conan” Barker — Mr. Barker has over 30 years of experience in corporate strategy, private equity, and management of large corporate enterprises. From 1998-2024, Mr. Barker served as Co-President and owner of Velocity Vehicle Group, a privately owned group of companies that serve the truck, bus and capital equipment finance markets in the US, Mexico, and Australia with revenues in excess of $3 billion. Mr. Barker is also a board member and 50% owner of Velocity SBA, a nonbank small business lending company in the United States licensed to originate loans under the Small Business Administration’s 7(a) program. From 1994 through 1997, Mr. Barker worked in Palo Alto, California for HAL Investments Inc., a private equity investment firm with holdings in real estate, maritime, and industrial interests. From 1991 to 1994, Mr. Barker worked in the corporate strategy department of Sea Containers, Inc. in London, England setting business strategies for the multinational transportation and hotel conglomerate. In addition, from 1988 to 1991, Mr. Barker worked for the Boston Consulting Group in the San Francisco and Chicago offices, assisting Fortune 500 firms on corporate strategy initiatives. Mr. Barker received his Bachelor’s in Economics and Master’s in East Asian Studies from Stanford University and has lived in Southern California for 28 years. Mr. Barker’s extensive experience in managing large corporate enterprises and his proficiency in corporate strategy and finance make him a valued member of the Board. Mr. Barker is one of the Company’s Board-designated “audit committee financial experts.”

Independent Director Age: 59 Director Since: 2019


						Paul R. Burke — Paul Burke is an officer and director of Northaven Management Inc., an investment management firm he co-founded in 1995 that focuses exclusively on equity investments in the financial services industry. In addition to his duties at Northaven, Mr. Burke was a director of PacWest Bancorp and Pacific Western Bank from 2015 to 2023. Mr. Burke was previously a managing director and board member of Kilowatt Labs Inc., and a director of the private insurance brokerage firm Kinloch Holdings Inc. (and its successor, Optisure Risk Holdings), where he served as its chairman, president, and acting chief executive officer. Mr. Burke has served on a number of public and private boards, including the boards of PacWest Bancorp, Square 1 Financial Inc. and Eastern Insurance Holdings Inc. Prior to co-founding Northaven Management, Mr. Burke spent 10 years in corporate finance and mergers and acquisitions for Bankers Trust Company. During that time, he was responsible for the origination and execution of mergers and acquisitions, restructurings, and principal transactions for a wide array of financial services firms. Mr. Burke earned his MBA from Columbia Business School and his bachelor's degree in economics from Columbia University. His professional experience in the financial services industry and mergers and acquisitions makes Mr. Burke a valued member of the Board. In accordance with the Merger Agreement, Mr. Burke became a director of the Company on November 30, 2023, at the effective time of the PacWest Merger.

Independent Director Age: 62 Director Since: 2023


						Mary A. Curran — Ms. Curran spent 25 years at MUFG Union Bank, N.A., during which time she held several executive level positions, including Executive Vice President, Corporate Banking Chief Risk Officer from 2011 to 2014, and Executive Vice President, Head of The Private Bank at Union Bank from 2006 to 2011. During her time with Union Bank, Ms. Curran worked closely with its board and management to build an infrastructure focused on a strong, proactive, integrated and effective risk management system. Ms. Curran was also tasked with improving the performance of Union Bank’s Wealth Management practice, a business unit with offices throughout California, Washington and Oregon. Prior to 2006, she spent 17 years in leadership roles in commercial banking. Ms. Curran currently serves on the Board of Directors, Audit and Nominating and Corporate Governance Committees of Innovative Industrial Properties, Inc. (NYSE: IIPR). She also serves on the Board of Directors, chairs the Audit Committee and serves on the Nominating Governance Committee for Hunter Industries Inc., a privately held global irrigation, landscape lighting and custom manufacturing company. Ms. Curran will be completing her service on both the IIPR and the Hunter Industries Inc. boards in June 2025. Ms. Curran previously served as Chair of San Diego State University’s Campanile Foundation Board and Executive Committee, and currently is a member of the Nominating and Governance Committee. Previous board service also includes Chair of the California Bankers Association where she remains involved on the Banker Benefits Board. Ms. Curran is a NACD Governance Fellow, and holds a Bachelor of Science degree in Journalism from the University of Colorado, Boulder and a Master’s degree in Business from San Diego State University. Ms. Curran’s broad range of experience in the financial services industry and community involvement, especially in California, as well as her prior business and leadership positions, have enhanced the Board’s perspective. Her leadership and knowledge, specifically in credit and risk management as Chair of the Enterprise Risk Committee, have been vital to the Company’s risk framework and objectives.

Independent Director Age: 68 Director Since: 2017


						John M. Eggemeyer — Mr. Eggemeyer has more than 40 years of experience in banking and has been involved in more than 75 bank acquisitions. Mr. Eggemeyer serves as Chair of the Company's board. He founded Castle Creek Capital LLC in 1990, and today the firm is recognized as one of the most active private equity investors in community banking. Prior to founding Castle Creek, Mr. Eggemeyer spent nearly 20 years as a senior executive with some of the largest banking organizations in the U.S. Mr. Eggemeyer previously served as Chairman of the board of directors of PacWest Bancorp from 2000 to 2023. He was also a director of Pacific Western Bank. In addition to serving on the Company’s Board, Mr. Eggemeyer is currently on the boards of Primis Financial Corporation, Northpointe Bancshares, Inc. (NYSE: NPB), and American Savings Bank. Previously, he founded Guaranty Bancorp and served as a director from 2004 until 2018. In addition, he was a director of The Bancorp, Inc., Heritage Commerce Corporation, TCF Financial Corporation, Western Bancorp and American Financial Realty. Mr. Eggemeyer’s civic and philanthropic efforts have concentrated on improving the quality of instruction in education and expanding educational opportunities for lower income students. He was a founder and past president of the Rancho Santa Fe Community School Endowment and was a member of the Rancho Santa Fe School Site Selection Committee. He also helped establish the Minnesota chapter of A Better Chance, a national organization committed to creating improved educational opportunities for minority high school students. Mr. Eggemeyer is a life trustee of Northwestern University where he serves on the Investment Committee. He is a past trustee of the Bishop’s School of La Jolla in California and the Parent Advisory Board at Stanford University. Mr. Eggemeyer holds a Bachelor of Science from Northwestern University and an MBA from the University of Chicago. His broad range of professional experience in community banking and his dedication to serving the community have made him particularly well suited to lead the board as chairman. In accordance with the Merger Agreement, Mr. Eggemeyer became a director of the Company on November 30, 2023, at the effective time of the PacWest Merger.

Independent Director Age: 79 Director Since: 2023


						Shannon F. Eusey — Ms. Eusey is the Chief Executive Officer of Beacon Pointe Advisors, which she co-founded in 2002. Beacon Pointe Advisors is one of the U.S.'s largest registered investment advisory firms specializing in full service financial planning serving foundations, retirement plans, and private wealth clients. From 1994 to 2002, Ms. Eusey served as Senior Managing Director and Portfolio Manager at Roxbury Capital Management, LLC, where she was responsible for socially responsible investments, asset allocation, as well as equity strategy for Roxbury’s Private Client Group. Ms. Eusey currently serves or has served on numerous boards and advisory boards, including Canaccord Genuity, Viewpoint Ventures Advisory Board, Bento Engine, Inc. Advisory Council and Charles Schwab Advisory Council. She has also served as Vice Chairman on the Board of Directors for the National Network to End Domestic Violence, as a Trustee for the Friends of the Girl Scouts Council of Orange County, and as a board member of the UCI Athletic Fund. Ms. Eusey is a graduate of University of California, Irvine where she played Division I volleyball. She received her MBA from the University of California, Los Angeles, Anderson School of Business. Ms. Eusey's leadership experience in building Beacon Pointe Advisors into a $45+ billion registered investment advisory firm, and her keen insights into talent management, operations, marketing, risk and technology, make her a valued member of our Board.

Independent Director Age: 55 Director Since: 2021


						Richard J. Lashley — Mr. Lashley is the Managing Member of PL Capital Advisors, LLC, a SEC-registered investment advisory firm, and co-founder of PL Capital, LLC, a firm founded in 1996. PL Capital Advisors specializes in the banking industry and was named by the American Banker as one of the top community bank investors in the country. Mr. Lashley’s primary responsibilities at PL Capital Advisors include portfolio management and research. Mr. Lashley has extensive experience serving on the boards of directors of numerous publicly-held and privately-held banks throughout the United States. Mr. Lashley also has diverse experience as Chairman and/or member of numerous bank board committees. From 1994 to 1996, he was a Director in KPMG LLP’s corporate finance group, where he led a team providing merger and acquisition advisory services to banks throughout the country. From 1984 to 1993 he worked for KPMG LLP as a Certified Public Accountant, providing professional accounting services to banks and other financial services companies in New York and New Jersey. From 1992 to 1993 he served as the Assistant to the Chairman of the AICPA Savings Institution Committee in Washington D.C. Mr. Lashley received his Master’s degree from Rutgers University and a Bachelor of Science degree from Oswego State University. He is licensed as a Certified Public Accountant in New Jersey (inactive). Mr. Lashley’s extensive experience at KPMG LLP providing professional accounting and advisory services, his service on numerous bank boards, his experience at PL Capital managing investments in the banking industry, and his perspective as an investor in the Company make him a valued member of the Board. Mr. Lashley is one of the Company’s Board-designated “audit committee financial experts.”

Independent Director Age: 66 Director Since: 2017


						Susan E. Lester — Ms. Lester has more than 30 years of banking and mortgage banking experience, including as Chief Financial Officer of U.S. Bancorp and HomeSide Lending Inc. She also held executive roles at Ernst & Young and Shawmut National Corporation. Prior to joining the Company’s Board in 2023, Ms. Lester was a director of PacWest Bancorp and Pacific Western Bank from 2003 to 2023. She chaired their respective audit committees and was a member of their respective executive and finance committees. In addition to her service on the Company’s Board, Ms. Lester serves on the board of The Options Clearing Corporation. Her prior board service has included Arctic Cat Inc. and Lender Processing Services Inc. Ms. Lester earned her MBA in finance from the University of Chicago Booth School of Business and her bachelor’s degree in accounting and finance from the University of Dayton. Ms. Lester’s extensive experience in finance and risk management from her tenures at U.S. Bancorp and HomeSide Lending Inc. and service on numerous boards make her a valued member of the Board. Ms. Lester is one of the Company’s Board-designated “audit committee financial experts” and serves as Chair of the Audit Committee. In accordance with the Merger Agreement, Ms. Lester became a director of the Company on November 30, 2023, at the effective time of the PacWest Merger.

Independent Director Age: 68 Director Since: 2023


						Joseph J. Rice — Mr. Rice spent 30 years at Wells Fargo & Co., during which time he held executive leadership positions, including 14 years in senior credit risk management roles. Mr. Rice currently serves as the Executive Vice President of Operations for Nammi Therapeutics, Inc., a private biotechnology company headquartered in Los Angeles, California. Prior to joining Nammi Therapeutics in 2022, Mr. Rice retired from Wells Fargo following a 30-year career where he served in numerous senior leadership roles, including as Chief Credit Officer and Chief Operational Risk Officer, and oversaw credit risk management for a number of Wells Fargo's commercial lending business units. During his tenure at Wells Fargo, Mr. Rice also led a series of special project teams, directing a variety of risk management, regulatory, and customer remediation efforts. Most recently, Mr. Rice led Wells Fargo’s commercial real estate and small business loan workout units. Mr. Rice also serves on the boards of nonprofit organizations, including The Music Center of Los Angeles County, and the Painted Turtle, a camp for children with serious medical conditions. A lifelong resident of California, Mr. Rice received his Bachelor’s of Science in Civil Engineering from the University of California, Los Angeles, and his Master’s of Business Administration from the University of California, Berkeley. Mr. Rice’s extensive background in commercial credit, operational risk management and banking, combined with his leadership roles, make him a valuable member of the Board. Mr. Rice is one of the Company’s Board-designated “audit committee financial experts.”

Independent Director Age: 60 Director Since: 2023


						Todd Schell — Mr. Schell is a Managing Director at Warburg Pincus, where he focuses on financial services. Mr. Schell joined Warburg Pincus in 2011 and is a Managing Director on the Financial Services team, focusing on banking and specialty finance. Prior to joining Warburg Pincus, Mr. Schell covered financial institutions in the Investment Banking Division at Barclays Capital. In addition to serving on the Company’s Board, Mr. Schell serves on the boards of IntraFi, Facet Wealth, and PayJoy. He was involved in Warburg Pincus’ investments in Varo Bank, Edelman Financial Engines, Santander Asset Management, Santander Consumer USA, SCM Insurance Services, Webster Bank and Sterling Bank. Mr. Schell earned his MBA from Harvard Business School and a bachelor’s degree from Amherst College and is currently based in New York. His professional experience as a growth equity investor and his perspective on behalf of Warburg Pincus, a significant stockholder in the Company, make Mr. Schell a valued member of the Board. Mr. Schell is one of the Company’s Board-designated “audit committee financial experts.” Mr. Schell was designated by the Warburg Purchasers to serve as a director of the Company pursuant to the investment agreement between the Warburg Purchasers and the Company. See the Transactions with Related Persons—Certain Transactions with Related Persons—Agreements and Transactions with Warburg section of this proxy statement. In accordance with the Merger Agreement, Mr. Schell became a director of the Company on November 30, 2023, at the effective time of the PacWest Merger.

Independent Director Age: 37 Director Since: 2023


						Vania E. Schlogel — Ms. Schlogel is Managing Partner and Founder of Atwater Capital, a media and entertainment sector-focused investment firm headquartered in Los Angeles, California. Prior to founding Atwater in 2017, Ms. Schlogel served as a senior executive at several leading companies, including as Chief Investment Officer of Roc Nation, and was a member of KKR's Private Equity team, where she specialized in the media sector and launched the Growth Equity division. Ms. Schlogel began her career in the Leveraged Finance and Capital Markets groups at Goldman Sachs in London and Los Angeles. Ms. Schlogel serves on a number of boards, including as the Chairperson of Mediawan US, the holding company of Brad Pitt's Plan B Entertainment. She is also on the Boards of Mediawan, France's leading film studio and wiip Productions, a Los Angeles-based film and TV studio. She was formerly Chairperson of Epidemic Sound, a provider of royalty-free music, as well as Chairperson of LEONINE Studios, Germany's leading film and TV studio. She formerly served on the boards of BMG, the world's largest independent music publisher; Pets at Home, the largest U.K. retailer of pet supplies; and Freepik, the digital content platform. Ms. Schlogel is a graduate of UCLA, summa cum laude, with a degree in Business Economics and Minor in Accounting. Ms. Schlogel’s extensive expertise in finance, growth and private equity, along with her significant experience in media, entertainment and technology, make her a valued member of the Board. Ms. Schlogel is one of the Company’s Board-designated “audit committee financial experts.”

Independent Director Age: 41 Director Since: 2021


						Andrew Thau — Mr. Thau spent 18 years at global talent and entertainment company United Talent Agency (UTA), during which time he held executive leadership positions, including as a Board member, Chief Operating Officer, and General Counsel. Mr. Thau recently departed UTA where he was central to UTA’s operations, M&A and business expansion strategies amid a sea change across the entertainment, media and technology landscape. Mr. Thau was the first non-agent to be named to the UTA partnership in 2016 and its board of directors in 2018. Mr. Thau also served on UTA’s Audit Committee and as one of four managing directors responsible for overseeing UTA’s day-to-day business. Mr. Thau began his career at the Zalkin, Rodin and Goodman law firm in New York City, specializing in bankruptcy and corporate restructuring. Mr. Thau then moved to 20th Century Fox where he served as an attorney in the licensing/merchandising and filmed entertainment groups before taking on executive roles overseeing domestic and international cable television networks and businesses. Mr. Thau later led the content and technology venture Be Here as its Chief Executive Officer and subsequently helped launch and served as Chief Operating Officer of Network LIVE, a joint venture of AOL, XM Satellite Radio and AEG that broadcasted live music and entertainment events across all platforms. Mr. Thau recently formed Lawridge Drive Advisory Group where he is Founder and Chief Executive Officer. Mr. Thau is a graduate of George Washington University and the Benjamin N. Cardozo School of Law, and has served on the boards of multiple charitable organizations. He has lived in Southern California for 28 years. Mr. Thau’s extensive operational, legal and strategic experience from his senior leadership roles at UTA and various entertainment and technology ventures make him a valued member of the Board. Mr. Thau is Chair of the CNG Committee.

Independent Director Age: 59 Director Since: 2019


						Jared M. Wolff — Mr. Wolff has served as Chief Executive Officer and President of the Company and the Bank and as a director of the Company and Chair of the Board of the Bank since 2019. Mr. Wolff also serves as Vice Chair of the Company’s Board. Mr. Wolff is a veteran California banking executive with deep expertise in finance, law and risk management. Mr. Wolff joined Banc of California from City National Bank, a Los Angeles-based $90 billion regional bank and wholly owned subsidiary of Royal Bank of Canada, where he was Executive Vice President and General Counsel, and served on the bank’s executive committee. Prior to City National, Mr. Wolff was President and a member of the Board of Directors of Pacific Western Bank, a leading California-based commercial bank and wholly owned subsidiary of PacWest Bancorp, and previously served as Executive Vice President and General Counsel of PacWest Bancorp. During his tenure at PacWest, Mr. Wolff oversaw more than 20 acquisitions. Mr. Wolff joined PacWest from the law firm Sullivan & Cromwell LLP. Mr. Wolff is involved in numerous professional and nonprofit organizations including the WSJ CEO Council, the CEO Council of Los Angeles, the Board of Directors of the Mid-Size Bank Coalition of America, the FTV Capital Strategic Advisory Board, the Board of Trustees of de Toledo High School, and the Young Presidents’ Organization (YPO). Mr. Wolff received his B.A. from Duke University, his M.A. in French Language and Literature from Middlebury College, and his J.D. from the University of Michigan Law School.

Director Age: 55 Director Since: 2019


			John M. Eggemeyer, Chair; Jared M. Wolff, Vice Chair
			James A. “Conan” Barker			Susan E. Lester
			Paul R. Burke			Joseph J. Rice
			Mary A. Curran			Todd Schell
			Shannon F. Eusey			Vania E. Schlogel
			Richard L. Lashley			Andrew Thau



Name, Composition and Board Determinations						Responsibilities

Audit Committee						•Hiring, terminating and/or reappointing the Company’s independent registered public accounting firm. •Oversight of the qualifications, independence and performance of the Company’s internal auditors and independent registered public accounting firm. •Approving non-audit and audit services to be performed by the independent registered public accounting firm. •Reviewing the annual audit report prepared by the Company’s independent registered public accounting firm. •Oversight of the integrity of the Company’s financial statements and financial accounting practices. •Oversight of the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements. •Oversight of the effectiveness of the Company’s internal control over financial reporting and, together with the Risk Committee, compliance with legal and regulatory requirements. •Reviewing and assessing the adequacy of the Audit Committee Charter on an annual basis.
Susan E. Lester, Chair James A. “Conan” Barker Richard J. Lashley Joseph J. Rice Todd Schell Vania E. Schlogel The Board has determined that each member of the Audit Committee meets the independence and financial literacy requirements for audit committee membership under the NYSE Listed Company Manual as well as the regulations of the Federal Deposit Insurance Corporation, and any additional requirements specific to audit committee membership. The Board has further determined that each of Ms. Lester, Mr. Barker, Mr. Lashley, Mr. Rice, Mr. Schell, and Ms. Schlogel qualifies as an “audit committee financial expert," as defined in Item 407(d)(5) of SEC Regulation S-K.






						The Board made qualitative assessments of the levels of knowledge and experience of the members of the Audit Committee based on a variety of factors. In the case of Ms. Lester, the Board considered her prior service as the chief financial officer for public companies in the banking and mortgage banking industries, as well as her decades of experience as a director of public companies. In the case of Mr. Barker, the Board considered his proficiency in corporate finance stemming from over 30 years of managing large corporate enterprises, as well as his extensive investment experience at a private equity investment firm. In the case of Mr. Lashley, the Board considered his extensive experience in providing professional accounting and advisory services, as well as his service on numerous bank boards and audit committees and his experience at PL Capital managing investments in the banking industry for more than 25 years. Mr. Lashley is a certified public accountant (status inactive). In the case of Mr. Rice, the Board considered his 30 years of experience working for a large financial services organization and his extensive background in commercial credit, operational risk management and banking. In the case of Mr. Schell, the Board considered his many years of experience in the financial services industry as a private equity investor and investment banker. In the case of Ms. Schlogel, the Board considered her extensive experience in finance, growth equity and private equity, along with her significant experience (including as board chair) in media, entertainment, and technology companies.


Name, Composition and Board Determinations						Responsibilities

Compensation, Nominating and Corporate Governance Committee Andrew Thau, Chair Paul R. Burke Mary A. Curran John M. Eggemeyer Shannon F. Eusey Vania E. Schlogel After review of each member’s experience and other relevant factors, the Board has determined that: •each member is independent, as defined in the NYSE Listed Company Manual, including the additional independence requirements specific to compensation committee membership set forth in the NYSE Listed Company Manual; and •at least two members are “non-employee directors” as defined in Rule 16b-3(b)(3)(i) promulgated under the Exchange Act.						Compensation •Reviewing and approving director and officer compensation plans, policies and programs. •Determining or recommending to the Board for its determination, the compensation of the Company’s Chief Executive Officer and other executive officers of the Company, as well as other officers (if any) with total compensation of $1,000,000 or more. •Recommending to the Board changes to the compensation and benefits provided to directors. •Reviewing and recommending to the Board for approval, subject to necessary or appropriate stockholder approval, stock option plans and other equity-based compensation plans that permit payment in or based upon the Company’s stock. •Reviewing the talent planning and executive recruiting processes. •Producing a report on executive compensation for inclusion in the Company’s annual proxy statement and/or annual report on Form 10-K. Nominating •Annually assessing the independence of Board members. •Identifying, screening and recommending to the Board candidates for membership on the Board, including director nominees proposed by stockholders, in accordance with the Company’s bylaws and applicable law. Nominations from stockholders will be considered and evaluated using the same criteria as all other nominations. Final approval of any candidate shall be determined by the full Board. •As set forth in the Company’s Corporate Governance Guidelines, the following are the minimum requirements for Board membership: (a) the director must possess a breadth and depth of management, business, governmental, nonprofit or professional experience, preferably in a leadership or policymaking role, that indicates the ability to make a meaningful contribution to the Board’s discussion of and decision making on the array of complex issues which the Company faces and expects to face in the future; (b) the director must possess sufficient financial literacy or other professional business experience relevant to an understanding of the Company and its business that will enable such individual to provide effective oversight as a director; (c) the director must possess the ability to think and act independently, as well as the ability to work constructively in a collegial environment; (d) the director must demonstrate behavior that indicates that he or she is committed to the highest ethical standards; (e) the director must possess the ability to devote sufficient time and energy to the performance of his or her duties as a director; and (f) the director may not simultaneously serve on the board of directors or equivalent body of an organization that the Board reasonably determines (i) is a significant competitor or potential significant competitor of the Company or of a key vendor of the Company; (ii) would otherwise benefit from access to the Company’s intellectual property, strategic or other confidential or proprietary information; or (iii) would violate or conflict with the management interlocks prohibitions under the Company's Regulation L Policy and applicable law. It is also desired that individual directors possess special skills, expertise and background that would complement the attributes of the other directors and promote the collective ability of the Board to function effectively.


						Corporate Governance •Developing and recommending to the Board a set of corporate governance guidelines and other policies and guidelines which the CNG Committee determines necessary or appropriate for adoption by the Company. •Reviewing and approving any insider or related party transactions (as defined in Item 404 of Regulation S-K), in accordance with the Company’s Related Party Transaction Policy. •Leading the Board in its annual review of the Board’s performance, and the performance of various Committees of the Board. •Recommending to the Board the membership and chair of each Board committee. •Overseeing the areas of director orientation, continuing education and professional development. •Assisting the Board with respect to its oversight of ESG matters. •Assisting the Board with senior management succession planning.


Name, Composition and Board Determinations						Responsibilities

Finance Committee Jared M. Wolff, Chair John M. Eggemeyer James A. “Conan” Barker Paul R. Burke Richard J. Lashley Todd Schell						•Reviewing and approving (or recommending to the Board for its approval) changes to policies in the areas of asset/liability management, investments, contingent funding, dividends, bank owned life insurance (BOLI), capital planning and management, stress testing and liquidity management. •Reviewing the results of the Company’s interest rate risk and liquidity monitoring and reporting system. •Monitoring the Company’s interest rate management strategy, changes in market interest rates, and the performance of the Company’s investment portfolio and strategies. •Reviewing the status of the Company’s derivatives and hedge positions and BOLI portfolio. •Reviewing the Company’s capital management and current and projected capital ratios, and reviewing and recommending capital actions to the Board for its approval. •Reviewing the appropriateness of the Company’s stress testing program and the results of such testing. •Reviewing the composition of the Company’s funding and its contingent funding plan. •Reviewing the Company’s risk appetite framework relative to liquidity risk. •Reviewing the Company’s balance sheet and other financial-related strategies. •Reviewing, discussing with management and recommending to the Board for its approval the Company’s annual operating plan or budget, and reviewing and discussing with management any periodic budgets or forecasts.


Name, Composition and Board Determinations						Responsibilities

Enterprise Risk Committee Mary A. Curran, Chair Shannon F. Eusey Susan E. Lester Joseph J. Rice Andrew Thau Jared M. Wolff The Board has determined that the chair of the Risk Committee, Ms. Curran, meets the requirements for that position as specified in the committee’s charter, which are that the chair (i) not be an officer or employee of the Company currently, or during the previous three years; (ii) not be an immediate family member of a person who is, or was during the last three years, an executive officer of the Company; and (iii) be an independent director, as defined in the NYSE Listed Company Manual.						•Overseeing management’s design and implementation of an appropriate enterprise-wide process to identify, prioritize, measure, monitor, and report alignment of the Bank’s practices with its defined risk appetite. •Overseeing the design and implementation of the Company’s enterprise-wide risk management framework. •Overseeing and providing strategic direction to management for developing and maintaining risk appetite guidelines by risk type and annually approving such guidelines. •Overseeing the Company’s compliance management programs and compliance with legal and regulatory requirements. •Overseeing the Company’s information security and technology management programs and reviewing related risks. •Reviewing and approving disaster recovery and business continuity plans at least annually. •Evaluating certain matters relating to the Bank’s fiduciary activities, including proper exercise of fiduciary powers and self-dealing and conflicts of interest. •Overseeing the Company’s credit processes and credit culture.


Schedule of Current Director Fees

Compensation Element (1)(2)(3)
Annual Retainer		$	160,000
	Additional Compensation
Chair of the Board		$	85,000
Committee Chair
Audit		$	20,000
Finance (4)		N/A
Compensation, Nominating and Corporate Governance		$	15,000
Enterprise Risk		$	15,000


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)(2)		All Other Compensation ($)(3)		Total ($)

James A. “Conan” Barker	$	80,000	$	80,007	$	641	$	160,648
Paul R. Burke	$	80,000	$	80,007	$	641	$	160,648
Mary A. Curran	$	95,000	$	80,007	$	641	$	175,648
John M. Eggemeyer	$	165,000	$	80,007	$	641	$	245,648
Shannon F. Eusey	$	80,000	$	80,007	$	641	$	160,648
Richard J. Lashley	$	80,000	$	80,007	$	641	$	160,648
Susan E. Lester	$	100,000	$	80,007	$	641	$	180,648
Joseph J. Rice	$	80,000	$	80,007	$	641	$	160,648
Todd Schell	$	80,000	$	80,007	$	641	$	160,648
Vania E. Schlogel	$	80,000	$	80,007	$	641	$	160,648
Andrew Thau	$	95,000	$	80,007	$	641	$	175,648


	Stock Awards in the 2024 Summary Table of Director Compensation Above	Aggregate Awards Outstanding as of December 31, 2024
Name	Number of RSUs Granted	Aggregate Number of Unvested RSUs Outstanding

James A. “Conan” Barker	5,366	5,366
Paul R. Burke	5,366	5,366
Mary A. Curran	5,366	5,366
John M. Eggemeyer	5,366	5,366
Shannon F. Eusey	5,366	5,366
Richard J. Lashley	5,366	5,366
Susan E. Lester	5,366	5,366
Joseph J. Rice	5,366	5,366
Todd Schell	5,366	5,366
Vania E. Schlogel	5,366	5,366
Andrew Thau	5,366	5,366


CORE VALUES OF BANC OF CALIFORNIA
Ethics	Integrity	Accountability


			Corporate Governance Guidelines			Related Party Transactions Policy

			The Company’s Corporate Governance Guidelines provide a framework for effective governance of the Company and its subsidiaries.			The Company’s Related Party Transactions Policy restricts transactions with related parties. The policy establishes protocols for prior review of proposed related party transactions and requires that they be in, or not inconsistent with, the best interests of the Company and its stockholders. For more information about this policy, see the Transactions with Related Persons—Related Party Transactions Policy section in this proxy statement.
			Code of Business Conduct and Ethics			Outside Business Activities Policy

			The Company’s Ethics Code applies to all directors, officers and employees of the Company and its subsidiaries. The Ethics Code requires that all employees and directors adhere to high ethical standards and is reviewed by the Board on a regular basis.			The Company’s Outside Business Activities Policy, which supplements the Ethics Code, tightens controls on outside business activities of officers and employees and requires non-employee directors to refrain from engaging in outside business activities that create an actual or apparent conflict of interest. For more information about this policy, see the Transactions with Related Persons—Outside Business Activity Policy section in this proxy statement.
			Director Stock Ownership Guidelines
			The Board has determined that long-term, significant equity ownership by all directors and senior officers is in the best interest of the Company and serves to align the interests of the directors and senior officers with the interests of the Company’s stockholders. To that end, the Board has adopted the following non-employee director stock ownership guidelines and expectations:
			•As required by the Company’s Corporate Governance Guidelines, non-employee directors are expected to own stock or stock equivalents with a value equal to five times the then-current annual base cash retainer by the end of the fifth fiscal year following their appointment to the Board. We evaluate stock ownership of our directors annually. As of December 31, 2024, based on the NYSE closing stock price per share of our voting common stock on that day, each of the directors complied with the Stock Ownership Guidelines, giving allowance for the fact that certain directors have served on the Board for less than five years.
			•Stock ownership guidelines are also applicable to senior officers as described in more detail below. See the Compensation Discussion and Analysis—Stock Ownership Guidelines section in this proxy statement.
			•Directors are expected to be long-term stockholders and to refrain from selling stock other than for legitimate tax, estate planning, or portfolio diversification purposes.


			Public Communications Policy			Insider Trading Policy

			The Public Communications Policy, overseen by the Audit Committee, allows for more oversight and involvement by the Board and enhances the shared accountability for and the review of all financial related public communications by the Company.			The Company has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of the Company's securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable NYSE listing standards. Directors, officers and employees are obligated to comply in all respects with the Insider Trading Policy, as well as all Company black-outs or similar trading restrictions as communicated by the General Counsel. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.


Our Community Support (2022-2024)*

$254 million	$3.5 billion	$781 million	17,758+ hours
Community Development Investments	Community Development Loans	Small Business CRA Loans	Employee Volunteer & Service


						Jared M. Wolff — See Proposal I—Election of Directors for Mr. Wolff’s biography.

Chief Executive Officer and President Age: 55