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Robert D. Sznewajs

Chair of the Board

On behalf of the Board of Directors and management of Banc of California, Inc. (the Company), we invite you to attend the Company’s 2019 Annual Meeting of Stockholders (the Annual Meeting or the Meeting). The Meeting will be held at 8:00 A.M., Pacific Daylight Time, on June 13, 2019 at Balboa Bay Resort, located at 1221 West Coast Highway, Newport Beach, California 92663.

Over the last two years, we have made significant changes to our Board, executive management team and corporate governance practices.  With this strong foundation, we are transforming the Company into a relationship-oriented community bank that serves businesses, business owners and individuals within our footprint, which we believe will enhance stockholder value.

This year’s Annual Meeting provides us with an opportunity to review certain changes made to our executive compensation program as we ask our stockholders to approve, on an advisory basis, the compensation paid to certain of our executive officers in 2018

(also known as Say-on-Pay). In addition, we are asking our stockholders to refresh their recommendation for how frequently we present our stockholders with a Say-on-Pay Proposal. We feel strongly that a critical component of our long-term objectives is to maintain a close alignment between our Board and executive management, and to be in alignment with our stockholders. In an effort to meet this objective, the Board recommends stockholders be presented with a Say-on-Pay proposal on an annual basis.

Your vote is important, regardless of the number of shares you hold. We began mailing a Notice of Internet Availability of Proxy Materials to most stockholders on or about April 29, 2019, informing them of the availability online of our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2018, along with voting instructions. You may choose to access these materials online, or you may request paper or e-mail copies. By making these materials available online and by paper only upon request, we are able to reduce our printing and distribution costs.

Even if you do not plan to attend the Annual Meeting, please read the enclosed proxy statement and vote your shares as promptly as possible. You can vote by completing, signing and dating the enclosed proxy card and returning it in the accompanying pre-postage paid return envelope. 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, please check your proxy card to see if you can also vote by telephone or the internet. Voting promptly will save the Company additional expense in soliciting proxies and will ensure that your shares are represented at the Meeting.

Our Board is committed to the success of the Company and we continue to be focused on enhancing stockholder value. We greatly appreciate your continued confidence and support as we strive to become California’s premier relationship-oriented community bank.

Sincerely,

/s/ Robert D. Sznewajs

ROBERT D. SZNEWAJS

Chair of the Board

3 MacArthur Place

Santa Ana, California 92707

BANC OF CALIFORNIA, INC.

DATE

June 13, 2019

TIME

8:00 A.M. Pacific Daylight Time

PLACE

Balboa Bay Resort—1221 West Coast Highway, Newport Beach, California 92663

ITEMS OF BUSINESS

No.

Proposal

I.

Election of the six Class I director nominees named in this proxy statement, each for a term of one year expiring at the Company’s 2020 annual meeting of stockholders.

II.

Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

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).

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 April 15, 2019, will be entitled to vote at the Meeting or any adjournment or postponement of the Meeting.

ANNUAL REPORT

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission on March 1, 2019 (the Annual Report) accompanies this proxy statement.

AVAILABILITY OF
MATERIALS

The Company’s proxy statement and the Annual Report are also available on the Internet at www.investorvote.com/BANC.

PROXY VOTING

It is important that your shares be represented and voted at the Meeting. You can vote your shares by completing and returning the enclosed proxy card. 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, check your proxy card to see if you can also vote by telephone or the internet. Regardless of the number of shares you own, your vote is very important. Please act today.

/s/ Rachel L. Fisher

RACHEL L. FISHER

Corporate Secretary

Santa Ana, California

April 29, 2019

TABLE OF CONTENTS

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Annual Proxy Statement    |    2019

TABLE OF CONTENTS

Annual Proxy Statement    |    2019

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TABLE OF CONTENTS

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Annual Proxy Statement    |    2019

PROXY STATEMENT SUMMARY

Our Annual Meeting Logistics

BANC OF CALIFORNIA, INC.

3 MacArthur Place

Santa Ana, California 92707

(949) 236-5211

Date and Time

June 13, 2019

8:00 A.M. Pacific Daylight Time

Location

Balboa Bay Resort

1221 West Coast Highway

Newport Beach, California 92663

Record Date

April 15, 2019

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 six Class I director nominees named in this proxy statement, each for a term of one year expiring at the Company’s 2020 annual meeting of stockholders.

FOR each director

nominee 

7

  II.

Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019. 

FOR

68

  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

71

  IV.

Approval, on an advisory and non-binding basis, of the frequency of future Say-on-Pay votes (Say-on-Frequency).

EVERY YEAR

78

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Annual Proxy Statement    |    2019

PROXY STATEMENT SUMMARY

Our Vision

Our vision is to be California’s premier relationship-oriented community bank, serving businesses, business owners and individuals within our footprint. We have a strong foundation that supports this vision, including:

▪    a strong and powerful brand;

▪    superior markets in which we operate;

▪    a strong balance sheet;

▪    solid credit and right-sized capital metrics; and

▪    an experienced leadership team and strong corporate governance.

2018 Performance

(1)  Total stockholder return is calculated using the measurement period of the last trading day of the year prior to each respective time horizon to December 31, 2018.

As recent benchmarking data show, the Company has underperformed in cumulative total stockholder return with a majority of the underperformance occurring since the strategic transformation of Banc of California into a community banking franchise, which began in 2017.  During that time, various initiatives have been executed, including targeted asset sales, business divestitures and expense reductions.  These actions were completed methodically, with a view toward building long-term value within the business.  As such, management believes the structural pieces are now in place to implement many parts of the Company’s long-term strategic plan.  

Strategic Priorities

Our executive leadership team prioritizes initiatives that are consistent with our vision.  In March 2019, we welcomed Jared M. Wolff as our new President and Chief Executive Officer, and as a member of our Board of Directors. Under Mr. Wolff’s leadership and with the support of the Board, our executive team is focused on executing the following priorities:

▪    right-sizing the balance sheet to eliminate assets and business lines that do not enhance the value of the Company;

▪    focusing on relationship-oriented lines of business consistent with our community banking footprint and model; and

▪    gathering noninterest bearing deposits and low-cost deposits from businesses and principals of those businesses who value our service, execution and high-touch banking model.

Focus on Long-Term Strategic Objectives

We believe our strategic priorities are consistent with creating significant shareholder value.  In concert with the above, we continue to strive towards the following long-term strategic objectives:

Normalize Expenses. We will continue striving to ensure ongoing expenses are appropriate to the business and, overall, are relative to our size.

Create Effective Customer Platforms. We have invested, and will continue to invest, in core business technology solutions in an effort to simplify the way our customers do business. Delivering effective, but user-friendly solutions to our customers is a fundamental component of our business strategy.

Creating Long-Term Value. We believe a combination of the actions above will enhance value for stockholders over time. We expect the foundation we have in place today, when coupled with the strategic objectives and initiatives outlined above, will result in expanded operating leverage as we improve the overall earnings profile of the Company.

Annual Proxy Statement    |    2019

Page    |    2

STOCK OWNERSHIP

Name and Address of Greater than 5% Stockholders

Amount and Nature of

Beneficial Ownership

Percent of Voting

Common Stock Outstanding ⁽¹⁾

BlackRock, Inc.

55 East 52nd Street

New York, New York 10055 ⁽²⁾

6,444,776

12.80%

Wellington Management Group LLP et al.

280 Congress Street

Boston, Massachusetts 02210 ⁽³⁾

5,846,892

11.61%

PL Capital Advisors, LLC et al.

47 East Chicago Avenue, Suite 328

Naperville, Illinois 60540 ⁽⁴⁾

3,437,518

6.82%

Dimensional Fund Advisors LP

Building One

6300 Bee Cave Road

Austin, Texas 78746 ⁽⁵⁾

3,249,267

6.45%

The Vanguard Group

100 Vanguard Boulevard

Malvern, Pennsylvania 19355 ⁽⁶⁾

2,657,799

5.28%

⁽¹⁾

The percent was calculated based on 50,365,106 shares of voting common stock issued and outstanding as of the record date of April 15, 2019.

⁽²⁾

As reported in Amendment No. 3 to Schedule 13G filed with the Securities and Exchange Commission on January 24, 2019 by BlackRock, Inc. (BlackRock). The amended Schedule 13G reports that BlackRock has (i) sole voting power over 6,330,581 shares and (ii) sole dispositive power over 6,444,776 shares.

⁽³⁾

As reported in Amendment No. 2 to Schedule 13G filed with the Securities and Exchange Commission on February 12, 2019 by Wellington Management Group LLP (Wellington); Wellington Group Holdings LLP (Wellington Group); Wellington Investment Advisors Holdings LLP (Wellington Advisors); and Wellington Management Company LLP (Wellington Company). The amended Schedule 13G reports as follows:

—

Wellington has shared voting power over 4,651,599 shares and shared dispositive power over 5,846,892 shares;

—

Wellington Group has shared voting power over 4,651,599 shares and shared dispositive power over 5,846,892 shares;

—

Wellington Advisors has shared voting power over 4,651,599 shares and shared dispositive power over 5,846,892 shares; and

—

Wellington Company has shared voting power over 4,619,026 shares and shared dispositive power over 5,793,884 shares.

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Annual Proxy Statement    |    2019

⁽⁴⁾

Includes shares reported in Amendment No. 3 to Schedule 13D filed with the Securities and Exchange Commission on February 10, 2017 by PL Capital Advisors, LLC (PL Capital Advisors); John W. Palmer; and Richard J. Lashley. The amended Schedule 13D reports as follows:

—

Messrs. Lashley and Palmer have shared voting and dispositive powers over 3,401,719 shares;

—

PL Capital Advisors has shared voting and dispositive powers over 3,401,719 shares;

—

Mr. Lashley has sole voting and dispositive powers over 20,000 shares; and

—

Mr. Palmer has sole voting and dispositive powers over 5,500 shares.

⁽⁵⁾

As reported in the Schedule 13G filed with the Securities and Exchange Commission on February 8, 2019 by Dimensional Fund Advisors LP (Dimensional). The Schedule 13G reports that Dimensional has (i) sole voting power over 3,111,491 shares and (ii) sole dispositive power over 3,249,267 shares.

⁽⁶⁾

As reported in the Schedule 13G filed with the Securities and Exchange Commission on February 11, 2019 by The Vanguard Group (Vanguard). The Schedule 13G reports that Vanguard has (i) sole voting power over 41,060 shares, (ii) sole dispositive power over 2,604,539 shares, (iii) shared voting power over 15,500 shares and (iv) shared dispositive power over 53,260 shares.

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Annual Proxy Statement    |    2019

STOCK OWNERSHIP

(i)

each continuing director and director nominee of the Company;

(ii)

each Named Executive Officer (as defined under Compensation Discussion and Analysis—Introduction); and

(iii)

all of the Named Executive Officers, current executive officers who are not Named Executive Officers and current directors of the Company as a group.

Directors and Executive Officers

Voting

Common

Stock

Total

Number

of Shares

Subject

to RSUs

that will

Vest

Within 60

Days

Total

Number

of Shares

Subject to

Exercisable

Options

Total

Number of

Shares

Beneficially

Owned ⁽¹⁾

Percent of

Voting

Common

Stock

Outstanding

Jared M. Wolff

148,594

(2)

—

—

148,594

0.30

%

President, Chief Executive Officer and

Continuing Director

John A. Bogler

29,719

—

—

29,719

0.06

%

Chief Financial Officer

Hugh F. Boyle

89,137

(3)

—

73,000

162,137

0.32

%

Chief Risk Officer

Rita H. Dailey

3,557

—

3,557

0.01

%

Head of Deposits and Treasury

Management

Kris A. Gagnon

6,779

—

—

6,779

0.01

%

Chief Credit Officer

Angelee J. Harris

26,477

(4)

—

26,477

0.05

%

General Counsel

Halle J. Benett, Continuing Director

26,510

(5)

5,188

4,832

36,530

0.07

%

Mary A. Curran, Director Nominee

6,900

4,938

—

11,838

0.02

%

B.A. Fallon-Walsh, Director Nominee

100

3,563

—

3,663

0.01

%

Bonnie G. Hill, Director Nominee

5,568

4,750

—

10,318

0.02

%

Richard J. Lashley, Director Nominee

3,426,768

(6)

5,250

—

3,432,018

6.81

%

Jonah F. Schnel, Director Nominee

44,453

(7)

5,125

4,832

54,410

0.11

%

Robert D. Sznewajs, Chair and Continuing Director

30,704

(8)

7,188

4,832

42,724

0.08

%

W. Kirk Wycoff, Director Nominee

1,527,003

(9)

4,985

—

1,531,988

3.04

%

Douglas H. Bowers

64,738

—

—

64,738

0.13

%

Former President, Former Chief Executive

Officer and Former Director

Current and Former Named Executive

Officers, Current Executive Officers

who are not Named Executive Officers,

and current Directors as a group

(16 persons)

5,441,607

40,987

87,496

5,570,090

11.06

%

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Annual Proxy Statement    |    2019

STOCK OWNERSHIP

⁽¹⁾

Includes 40,987 shares issuable within 60 days after April 15, 2019 upon vesting of RSUs and 87,496 shares subject to options that are exercisable as of, or will be become exercisable within 60 days after, April 15, 2019.

⁽²⁾

Includes 135,594 shares underlying unvested RSAs over which Mr. Wolff has voting power. Also includes 13,000 shares owned by the Wolff Family Trust. As a trustee of the Wolff Family Trust, Mr. Wolff may be deemed to beneficially own the shares owned by the Wolff Family Trust.

⁽³⁾

Includes 10,021 shares underlying unvested RSAs over which Mr. Boyle has voting power.

⁽⁴⁾

Includes 3,410 shares underlying unvested RSAs over which Ms. Harris has voting power.

⁽⁵⁾

Includes 7,920 shares underlying unvested RSAs over which Mr. Benett has voting power.

⁽⁶⁾

Includes 3,401,719 shares owned by PL Capital Advisors (as defined in Note 4 to the Stock Ownership of Greater than 5 Percent Stockholders table above); Mr. Lashley is a managing member of PL Capital Advisors and therefore may be deemed to beneficially own these shares. Also includes 15,049 shares held directly by Mr. Lashley, and 10,000 shares held by the Richard Lashley Roth IRA.

⁽⁷⁾

Includes 10,532 shares underlying unvested RSAs over which Mr. Schnel has voting power.

⁽⁸⁾

Includes 8,724 shares underlying unvested RSAs over which Mr. Sznewajs has voting power.

⁽⁹⁾

Includes 1,461,945 shares owned by Patriot Financial Partners II, L.P., Patriot Financial Partners Parallel II, L.P., and Patriot Financial Manager, L.P. (Patriot Partners); as a managing member of Patriot Partners, Mr. Wycoff may be deemed to beneficially own these shares. Also includes 65,058 shares held directly by Mr. Wycoff.

Annual Proxy Statement    |    2019

Page    |    6

PROPOSAL I

Proposal I

ELECTION OF DIRECTORS 

Page    |    7

Annual Proxy Statement    |    2019

PROPOSAL I

Name

Age  ⁽¹⁾

Director

Since

Class  ⁽²⁾

Related
Qualifications

Committee Memberships

Principal Occupation

A 

CHC 

NCG 

ALC 

CR 

ER 

  Benett, Halle J.

52

2013

II

Managing Director and Head of Diversified Financial Services Investing, Melody Capital Partners

C

*Curran, Mary A.

62

2017

I

Former Executive Vice President and Corporate Banking Chief Risk Officer, MUFG Union Bank 

   C  

*Fallon-Walsh, B.A.

67

2018

I

Former Division Head of Institutional Retirement Plan Services, The Vanguard Group

*Hill, Bonnie G.

77

2017

I

President, B. Hill Enterprises, LLC 

*Lashley, Richard J.

60

2017

I

Principal and Managing Member, PL Capital Advisors, LLC 

C

*Schnel, Jonah F.

46

2013

I

Chair and President, Fast A/R Funding

C

  Sznewajs, Robert D.

72

2013

II

Former President and Chief Executive Officer, West Coast Bancorp 

IC

  Wolff, Jared M.

50

2019

II

President and Chief Executive Officer, Banc of California, Inc. and Banc of California, N. A.

C

*Wycoff, W. Kirk

61

2017

I

Managing Partner, Patriot Financial Partners 

Accounting and Financial Expertise

* – Director Nominee

Banking Industry Experience

A – Audit

Banking Regulatory Experience

ALCO – ALCO

Compensation and Employee Benefits

CHC – Compensation and Human Capital

Corporate Governance

CR – Credit

Executive Leadership

ER – Enterprise Risk

Risk Management Expertise

NCG – Nominating and Corporate Governance

Financial Expert

C – Chair

IC – Interim Chair

⁽¹⁾

As of April 15, 2019.

⁽²⁾

Effective at the conclusion of the Annual Meeting, Class I will be eliminated with all re-elected members reclassified as Class II directors with terms expiring at the 2020 annual meeting of stockholders.

Annual Proxy Statement    |    2019

Page    |    8

PROPOSAL I

 The Board of Directors unanimously recommends that you vote FOR Mses. Curran and Fallon-Walsh, Dr. Hill and Messrs. Lashley, Schnel and Wycoff.

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Annual Proxy Statement    |    2019

PROPOSAL I

Mary A. Curran

Independent Director

Class I

Age: 62

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. 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 recently served as Chair of San Diego State University’s Campanile Foundation Board and Executive Committee, and currently chairs the university’s Nominating and Governance Committee and serves on the university’s Athletics Committee. She also serves on the Board of Directors, Nominating/Governance Committee and Compensation Committee for Hunter Industries, a privately held global irrigation, landscape lighting and custom manufacturing company. Previous board service includes: Chair of the California Bankers Association where she remains involved on the Banker Benefits Board, and Chair of the San Diego Sports Commission. Ms. Curran is a current member of the Corporate Directors Forum, San Diego, The Corporate Director’s Roundtable of Orange County, Women Corporate Directors and the National Association of Corporate Directors (NACD). 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 Credit Committee, have been vital to the Company’s risk framework and objectives.

B. A. Fallon-Walsh

Independent Director

Class I

Age: 67

 Ms. B.A. Fallon-Walsh has more than 35 years of experience in the banking and financial services industry. From 1995 until her retirement in 2012, Ms. Fallon-Walsh was with The Vanguard Group, where she led High Net Worth Services, Core Investor Services, Institutional Marketing and Institutional Retirement Plan Services, among other leadership positions. During her time at Vanguard, Ms. Fallon-Walsh also held Series 7, 63 and 24 securities licenses. Prior to joining Vanguard, she was an Executive Vice President with Bank of America and a predecessor company, Security Pacific Bank, in California. Her banking leadership roles included retail banking, strategic planning, marketing, product management and electronic delivery, residential mortgage, product development and secondary marketing.

Ms. Fallon-Walsh currently serves on the board of directors of Alliance Bernstein (NYSE: AB), where she chairs the Compensation and Workplace Practices Committee and the Corporate Governance Committee.  She also serves on the board of directors of MONY Life Insurance Company of America, an indirect subsidiary of AXA Equitable Holdings, Inc. (NYSE: EQH), and chairs the Investment Committee.  In addition, Ms. Fallon-Walsh is a member of the Betterment for Business Advisory Board. Previous board service on other AXA companies includes Paris-based AXA Investment Managers and its subsidiaries.  Ms. Fallon-Walsh received the Chairman’s Award for Outstanding Board Service from the Main Line Chamber of Commerce and is currently a director of the Lewes Yacht Club and chairs their Leadership Development Committee.  She is a member of Women Corporate Directors and the NACD. Ms. Fallon-Walsh received a Bachelor’s degree, summa cum laude, in Liberal Arts and Management from Northeastern University and a Master’s degree in Business Administration from Harvard Business School.

Ms. Fallon-Walsh’s comprehensive background in the financial services industry, particularly within California, as well as her board experience and leadership expertise in banking have enriched the Board’s perspective.

Annual Proxy Statement    |    2019

Page    |    10

PROPOSAL I

Bonnie G. Hill

Independent Director

Class I

Age: 77

Dr. Hill has served as the President of B. Hill Enterprises, LLC, a consulting firm focusing on corporate governance, board organizational and public policy issues since 2001. She is also co-founder of Icon Blue, a brand marketing company founded in 1998 and based in Los Angeles. Dr. Hill has over 25 years of experience serving on numerous corporate boards with a wide-ranging career in business, government, education, and philanthropy. Currently, Dr. Hill is a faculty member of the NACD Board Advisory Services Program, a founding member of the Lead Directors Network, and sits on the Ira M. Millstein Center for Global Markets and Corporate Ownership Advisory Committee for Columbia Law School and the National Board of 2020 Women on Corporate Boards. Dr. Hill has also served on numerous public company boards, including the California Water Service Group (NYSE: CWT), The Home Depot, Inc. (NYSE: HD), Yum! Brands, Inc. (NYSE: YUM) and AK Steel Holding Corp. (NYSE: AKS). Dr. Hill also co-chaired the 2016 NACD Blue Ribbon Commission Report on Building the Strategic-Asset Board, served on the board of Financial Industry Regulatory Authority Investor Education Foundation and is a former member of Public Company Accounting Oversight Board Investor Advisory Group.

From 1997 to 2001, Dr. Hill served as President and Chief Executive Officer of The Times Mirror Foundation and as Senior Vice President, Communications and Public Affairs, for the Los Angeles Times. From 1992 to 1997 she served as Dean of the McIntire School of Commerce at the University of Virginia, and prior to that, Secretary of the State and Consumer Services Agency for the State of California. Dr. Hill has held a variety of presidential appointments, including Vice Chair of the Postal Rate Commission and Assistant Secretary in the U.S. Department of Education under President Reagan, and as Special Adviser to President George H. W. Bush for Consumer Affairs. She has chaired the SEC’s Consumer Affairs Advisory Committee and served on the board of directors of NASD Regulation, Inc. Dr. Hill also served as Vice President with Kaiser Aluminum and Chemical Corporation, and recently was honored with the Lifetime Achievement Award by the Forum for Corporate Directors. Dr. Hill has a Bachelor of Arts degree from Mills College, a Master of Science degree from California State University, Hayward, and a Doctorate of Education from the University of California at Berkeley.

Dr. Hill’s extensive background in board leadership and corporate governance has significantly supported the Company’s efforts to improve its corporate governance practices and broaden the Board’s perspective.  

Richard J. Lashley

Independent Director

Class I

Age: 60

Mr. Lashley is 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. PL Capital is also one of the Company’s largest stockholders. 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, including current service on the boards of directors of MutualFirst Financial, Inc. (NASDAQ: MFSF) and its subsidiary bank, MutualBank, and prior service on the boards of directors of Metro Bancorp, Inc. State Bancorp, Inc. and BCSB Bancorp, Inc. Mr. Lashley also has diverse experience as Chairman and/or member of numerous 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 CPA, 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 CPA in New Jersey (status inactive).

Mr. Lashley’s extensive experience at KPMG LLP providing professional accounting and advisory services, as well as his service on numerous bank boards and his experience at PL Capital managing investments in the banking industry enable him to be a significant contributor to the Board. Mr. Lashley was appointed as a director pursuant to a Cooperation Agreement between the Company and PL Capital Advisors and its affiliates dated as of February 8, 2017. For additional information, regarding the Cooperation Agreement, see Other Transactions with Related Persons. Mr. Lashley is a Board designated “audit committee financial expert” and serves as Chair of the Audit Committee.

Page    |    11

Annual Proxy Statement    |    2019

PROPOSAL I

Jonah F. Schnel

Independent Director

Class I

Age: 46

Mr. Schnel is the Chairman and President of Fast A/R Funding, a private company focused on lending to small businesses throughout the United States. Presently, Mr. Schnel also manages Timco CNG, a company operating public-access, compressed, natural gas stations in Southern California. Previously, Mr. Schnel led the recapitalization of National Capital Management, an acquirer and servicer of distressed consumer debt, and assisted management during that company’s significant growth through its acquisition by Portfolio Recovery Group, Inc. in 2012. Prior to that, Mr. Schnel was a Partner at ITU Ventures for seven years, a venture capital firm making early-stage investments in technology companies associated with innovation emerging from leading research universities in the United States. Earlier in his career, Mr. Schnel worked as a manager at SunAmerica Investments, Inc. in the real estate investment division with a primary focus on first lien lending in a diversified range of commercial real estate assets. Mr. Schnel currently serves as the Chair and President of the Southern California Chapter of the Tourette Association of America. Mr. Schnel completed the director training and certification program at the UCLA Anderson School of Management and received his Bachelor’s degree, summa cum laude, from Tulane University.

Mr. Schnel’s diverse experience in founding and managing numerous privately-held companies and investments in various industries such as specialty finance and lending, alternative energy, gaming and technology, as well as his proficiency in commercial real estate and managerial oversight of a diverse set of finance-related businesses, has considerably strengthened the Board. More recently, Mr. Schnel received training and completed the cybersecurity certification program with respect to managing risk in the Information Age through Harvard University.

As Chair of the Enterprise Risk Committee, his leadership, knowledge and experience are key assets to the oversight and risk-management of the Company’s strategic plan and regulatory obligations.

W. Kirk Wycoff

Independent Director

Class I

Age: 61

Mr. Wycoff is Managing Partner of Patriot Financial Partners, a private equity fund headquartered in Philadelphia holding committed capital of $650 million, maintaining a long only, value-oriented buy and hold strategy designed to provide growth capital to financial services companies that require additional equity to grow. Prior to joining Patriot Financial Partners, Mr. Wycoff served as Chairman and Chief Executive Officer of Continental Bank Holdings, a de novo community bank serving the Philadelphia metro market, from 2005 to 2007, and from 1991 to 2004 he served as Chairman, Chief Executive Officer and President of Progress Financial Corp. and Progress Bank. He currently serves on the board of directors of Porter Bancorp (NASDAQ: PBIB), Radius Bank and U.S. Century Bank, and recently served as a director of Guaranty Bancorp (NASDAQ: GBNK) and its subsidiary, Guaranty Bank and Trust Company, and Heritage Commerce Corp. (NASDAQ: HTBK) and its subsidiary, Heritage Bank of Commerce. Previous board positions held by Mr. Wycoff include Square 1 Financial, Inc., NewSpring Ventures-Fund I, NewSpring Mezzanine Fund as well as service on the board of The Lincoln Center during which he served as Chair of its Finance Committee. He received a Bachelor of Arts degree in Business Administration and Finance from Franklin & Marshall College.

Mr. Wycoff’s 40 years in the banking industry, which includes over 18 years of experience as an executive officer and more than 10 years in various director positions, brings extensive leadership and community banking experience to our Board, including executive management, risk, credit and resolution experience, risk assessment skills and public company expertise. As the Managing Partner of Patriot Financial Partners, he also provides the perspective of a significant investor in the Company.

Annual Proxy Statement    |    2019

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PROPOSAL I

Halle J. Benett

Independent Director

Class II

Age: 51

Mr. Benett has been the Managing Director and Head of Financial Services Investing at Melody Capital Partners since September 2016, for which his work frequently brings him to California. Prior to that, Mr. Benett was the Managing Director and Head of Diversified Financials Investment Banking at Keefe, Bruyette & Woods, a Stifel Company. Mr. Benett has completed over 100 equity and debt capital raises in addition to having participated in more than 40 merger and acquisition transactions. Before joining Keefe, Bruyette & Woods in 2014, Mr. Benett was a Senior Advisor for Ares Management, working with the firm’s capital markets, private debt, private equity and real estate groups. Prior to that, Mr. Benett spent 16 years at UBS Financial Institutions, Investment Banking in the Americas serving as the head from 2011 through 2013 and as co-head from 2008 through 2010. Prior to that, Mr. Benett served as Global Head of Specialty Finance at UBS Investment Bank after having advanced from his role with the company as Managing Director. Mr. Benett began his career at Ryan, Beck & Co. and received his Master’s degree in International Affairs from Columbia University and a Bachelor’s degree in Political Science and History from Rutgers University.

Mr. Benett’s wide range of experience in the financial services industry, including having worked with banks, thrifts, mortgage companies, insurance companies, alternative asset management companies and specialty finance companies, has considerably broadened the Board’s perspective. Mr. Benett also serves as a board-designated “audit committee financial expert” as a member of the Audit Committee.

Robert D. Sznewajs

 Chair, Independent Director

Class II

Age: 72

Mr. Sznewajs was the President and Chief Executive Officer of West Coast Bancorp from 2000 to 2013, an Oregon-based bank holding company which was sold in 2013 with $2.5 billion in assets. Mr. Sznewajs has held a variety of executive level roles in large financial services institutions, including Vice Chair of U.S. Bancorp; President and Chief Operating Officer of BankAmericard; Executive Vice President and Manager of Valley National Bancorp; and President and Chief Executive Officer of Michigan National Bank. In addition to nearly 40 years of experience in the areas of regulatory matters, operations and technology, consumer and commercial banking, sales and marketing, management of investment portfolios and mergers and acquisitions, Mr. Sznewajs has also served on several boards and executive committees, namely Outerwall, Inc. (formerly Coinstar); the Portland Branch Board of the Federal Reserve Bank of San Francisco; the Oregon’s Bankers Association; the United Way; the Association for Corporate Growth; and the Bates Group, LLC. Mr. Sznewajs received both his Master’s and Bachelor’s degrees from the University of Detroit and is a licensed CPA (status inactive).

In addition to Mr. Sznewajs’ responsibilities as the Board Chair, he is one of the Company’s Board-designated “audit committee financial experts” and serves as Interim Chair of the Compensation and Human Capital Committee (the Compensation Committee). His broad and deep experience in the banking industry, including having been the Chief Executive Officer of a publicly-held bank holding company, makes him a particularly valued member of the Board.

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Annual Proxy Statement    |    2019

PROPOSAL I

Jared M. Wolff

Non-Independent Director

Class II

Age: 50

Mr. Wolff was appointed as President and Chief Executive Officer of the Company and the Bank and as a Class II director on the Board of the Company and Chair of the Board of the Bank effective March 18, 2019. Prior to joining the Company, Mr. Wolff served as Executive Vice President, General Counsel and Corporate Secretary of City National Bank from May 2018 to March 2019, and as Deputy General Counsel from January 2018 to April 2018. At City National, he was a member of the Executive Committee and oversaw the Legal and Corporate Administrative Group, among other areas. Prior to City National, from 2015 to 2017, Mr. Wolff served as Co-Managing Partner of Quarter Group, LLC, a real estate investment company focused on acquiring urban property. From 2002 until 2014, Mr. Wolff was a senior executive at PacWest Bancorp (NASDAQ: PACW) where he served in numerous roles, including as General Counsel of PacWest, and as a member of the Board of Directors and President of its wholly owned subsidiary, Pacific Western Bank. As President of the commercial bank subsidiary, Mr. Wolff was responsible for overseeing the regional commercial banking teams for the bank throughout California and establishing initiatives for the bank as a whole. He was also a member of the bank’s Executive Asset and Liability Management Committee as well as the bank’s Credit Committee. As General Counsel of the public holding company, Mr. Wolff had primary responsibility for corporate governance, corporate regulatory compliance and execution of M&A activity, including PacWest’s $2.3 billion acquisition of CapitalSource (NYSE: CSE). During his tenure at PacWest, he also oversaw internal audit, deposit gathering, regional lending, risk management, and marketing, among other areas.

Mr. Wolff received his Bachelor’s degree from Duke University, his Master’s degree in French Language and Literature from Middlebury College and his Juris Doctorate from the University of Michigan Law School.

As a veteran California banking executive with deep expertise in finance, law and risk management, Mr. Wolff is a valuable addition to the Board.

Annual Proxy Statement    |    2019

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CORPORATE GOVERNANCE MATTERS

Corporate Governance Guidelines

The Company’s Corporate Governance Guidelines provide a framework for effective governance of the Company and its subsidiaries. These guidelines are reviewed periodically by the Nominating Committee, and, based upon their review, any revisions believed to be in the best interests of the Company are then recommended to the Board for review and approval.

Related Party Transaction Policy

The Company’s Related Party Transaction Policy restricts transactions with related parties by imposing rigorous standards, with the expectation that such transactions will be rare. 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 Transactions with Related Persons. 

Code of Business Conduct and Ethics

The Company’s Code of Business Conduct and Ethics (the Ethics Code) applies to all directors, officers and employees of the Company and its subsidiaries. The Ethics Code is intended to require that all employees and directors adhere to high ethical standards and is reviewed by the Board on a regular basis.

Outside Business Activities Policy

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 Transactions with Related Persons.

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 stock ownership guidelines:

▪

As required by the Company’s Corporate Governance Guidelines, 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, on the last day of our fiscal year. As of December 31, 2018, based on the NYSE closing stock price per share of our voting common stock on that day,     each of the directors then serving on the Board were in compliance with the Stock Ownership Guidelines then in effect.

▪

Stock ownership guidelines are also applicable to senior officers as described in more detail below. See Compensation Discussion and Analysis—Stock Ownership Guidelines.

▪

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. Other than sales through Rule 10b5-1 plans or similar automated selling programs or sales to pay taxes on compensation paid by the Company, directors are required to provide six-months’ notice of any planned sale by such director (or any of his or her affiliates or immediate family members) unless prior approval is received from the Board of Directors.

Public Communications 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 public communications by the Company.

Insider Trading Policy

Directors, officers and employees are obligated to comply in all respects with the Ethics Code and the Company’s Insider Trading Policy, as well as all Company black-outs or similar trading restrictions as communicated by the General Counsel.

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CORPORATE GOVERNANCE MATTERS

Annual Proxy Statement    |    2019

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CORPORATE GOVERNANCE MATTERS

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Annual Proxy Statement    |    2019

CORPORATE GOVERNANCE MATTERS

Annual Proxy Statement    |    2019

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CORPORATE GOVERNANCE MATTERS

Robert D. Sznewajs, Chair

Halle J. Benett

Richard J. Lashley

Mary A. Curran

Jonah F. Schnel

B. A. Fallon-Walsh

Jared M. Wolff

Bonnie G. Hill

W. Kirk Wycoff

Company Board Meetings and Actions

      Total

Regular Meetings

5

Special Meetings

14

Actions by Unanimous Written Consent

4

Annual Total

23

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Annual Proxy Statement    |    2019

CORPORATE GOVERNANCE MATTERS

Board Member

Audit

Compensation

Nominating

ALCO

Credit

Enterprise Risk

Benett

M

C

M

Curran

C

M

Fallon-Walsh

M

M

Hill

M

M

Lashley

C

M

M

Schnel

M

M

C

Sznewajs

M

C*

Wolff

C**

M

M

Wycoff

M

M

M

Meetings Held in 2018

10

11

12

4

8

4

Actions by Unanimous Written Consent in 2018

—

—

1

—

—

—

*

Interim Chair

**

Effective March 18, 2019. During 2018, the Chair was the Company’s former President, Chief Executive Officer and Director, Douglas H. Bowers.

Annual Proxy Statement    |    2019

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CORPORATE GOVERNANCE MATTERS

Name, Composition and

Board Determinations

Responsibilities

Required Meeting

Frequency

Audit Committee

Richard J. Lashley, Chair

Halle J. Benett

Robert D. Sznewajs

After review of each individual’s employment experience and other relevant factors, the Board has determined that each member has met the independence and financial literacy requirements set forth in 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. Further, the Board has affirmatively determined that each member of the Audit Committee is financially literate and at least one member is designated as an “audit committee financial expert” as defined by the SEC.

▪

Hiring, terminating and/or reappointing the Company’s independent registered public accounting firm.

Not less than four times annually.

May convene additional meetings from time to time as necessary or appropriate.

▪

Monitoring and 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.

▪

Monitoring and oversight of the integrity of the Company’s financial statements and financial accounting practices.

▪

Monitoring and oversight of the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements.

▪

Monitoring and oversight of the effectiveness of the Company’s internal control over financial reporting and compliance with legal and regulatory requirements.

▪

Reviewing and assessing the adequacy of the Audit Committee charter on an annual basis.

Based on the recommendations of the Nominating Committee, the Board has determined that Messrs. Lashley, Benett and Sznewajs each qualify as an “audit committee financial expert,” as defined in Item 407(d)(5) of SEC Regulation S-K, and that each member of the committee meets the independence and financial literacy requirements for audit committee membership under the NYSE Listed Company Manual.

The Board made qualitative assessments of the levels of knowledge and experience of Messrs. Lashley, Benett and Sznewajs based on a variety of factors.

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CORPORATE GOVERNANCE MATTERS

Name, Composition and

Board Determinations

Responsibilities

Required Meeting

Frequency

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 20 years. Mr. Lashley is a certified public accountant (status inactive).

In the case of Mr. Benett, the Board considered his approximately 23 years of experience working as an investment banker with financial services companies, through which he has acquired a broad and deep knowledge of financial, accounting and audit-related matters and extensive experience analyzing and evaluating financial statements.

In the case of Mr. Sznewajs, the Board considered his formal education, extensive finance background, expertise in the areas of management, operations and technology, consumer and commercial banking, sales and marketing, investment portfolios and regulatory matters in addition to mergers and acquisitions. With more than 39 years in banking, Mr. Sznewajs has held a variety of executive level positions in financial services organizations across the United States in community and large banks, and was the Chief Executive Officer of a publicly held bank holding company. Mr. Sznewajs is a certified public accountant (status inactive).

Annual Proxy Statement    |    2019

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CORPORATE GOVERNANCE MATTERS

Name, Composition and

Board Determinations

Responsibilities

Required Meeting

Frequency

Compensation and Human Capital Committee

Robert D. Sznewajs, Interim Chair

B. A. Fallon-Walsh

Bonnie G. Hill

W. Kirk Wycoff

▪

Reviewing and approving director and officer compensation plans, policies and programs.

Not less than two times annually. May convene additional meetings from time to time as necessary or appropriate.

▪

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 all other officers with total compensation of $1,000,000 or more.

After review of each member’s experience and other relevant factors, the Board has determined that:

▪

Making recommendations to the Board as to the appropriate level of compensation and the suitable mix of cash and equity compensation for directors.

▪

each member is independent, as defined in the NYSE Listed Company Manual, including the additional independence requirements specific to the Compensation Committee membership set forth in the NYSE Listed Company Manual;

▪

Reviewing and recommending to the Board for approval, subject as necessary or appropriate to stockholder approval, stock option plans and other equity based compensation plans that permit payment in or based upon the Company’s stock.

▪

at least two members are “non-employee directors” as defined in Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange Act of 1934, as amended;

▪

Overseeing the talent planning and executive recruiting processes.

▪

all members are “outside directors” as defined for purposes of Section 162(m) and the regulations thereunder; and

▪

Produce a report on executive compensation for inclusion in the Company’s annual proxy statement and/or annual report on Form 10-K.

▪

each member meets the considerations specifically relevant to independence from management in connection with performing their duties relating to compensation as defined under the charter.

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CORPORATE GOVERNANCE MATTERS

Annual Proxy Statement    |    2019

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CORPORATE GOVERNANCE MATTERS

Name, Composition and

Board Determinations

Responsibilities

Required Meeting

Frequency

Nominating and Corporate Governance Committee

Halle J. Benett, Chair

Bonnie G. Hill

Richard J. Lashley

Jonah F. Schnel

W. Kirk Wycoff

After review of each member’s experience and other relevant factors, the Board has determined that each member is independent, as defined under the NYSE Listed Company Manual.

▪

Nominating

Not less than two times annually.

May convene additional meetings from time to time as necessary or appropriate.

—

Annually assess the independence of the 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.

—

Actively seek individuals qualified to become Board members for recommendation to the Board for appointment or nomination for election as directors.

—

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

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CORPORATE GOVERNANCE MATTERS

Name, Composition and

Board Determinations

Responsibilities

Required Meeting

Frequency

significant competitor or potential significant competitor of the Company or of a key vendor of the Company; or (ii) would otherwise benefit from access to the Company’s intellectual property, strategic or other confidential or proprietary information. It is also desired that individual directors possess special skills, expertise and background that would complement the attributes of the other directors and promote diversity and the collective ability of the Board to function effectively. While the Board does not have a specific diversity policy, as stated above, our Corporate Governance Guidelines provide that the Nominating Committee should seek to promote diversity on the Board and the committee considers age, gender, race, ethnicity and cultural background when considering and recommending candidates to the Board.

▪

Corporate Governance

—

Developing and recommending to the Board a set of corporate governance guidelines and other policies and guidelines which the committee determines necessary and 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 of each Board committee.

Annual Proxy Statement    |    2019

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DIRECTOR COMPENSATION

Schedule of Current Director Fees, Effective January 1, 2019

Compensation Element

Cash ⁽¹⁾

Equity ⁽²⁾

Annual Retainer

$

75,000

$

75,000

Additional Compensation

Chair of the Board

$

37,500

$

37,500

Committee Chair

Audit

$

8,500

$

8,500

ALCO

$

6,000

$

6,000

Compensation and Human Capital

$

6,000

$

6,000

Credit

$

6,000

$

6,000

Enterprise Risk

$

6,000

$

6,000

Nominating and Corporate Governance

$

6,000

$

6,000

Non-Chair Committee Member

Audit

$

4,250

$

4,250

ALCO

$

3,000

$

3,000

Compensation and Human Capital

$

3,000

$

3,000

Credit

$

3,000

$

3,000

Enterprise Risk

$

3,000

$

3,000

Nominating and Corporate Governance

$

3,000

$

3,000

(1)

Cash compensation is payable in equal quarterly installments, in advance of each quarter, up to the maximum amount of the specified annual retainer; provided, however, that management is authorized to adjust the amount and timing of cash compensation payments on a case-by-case basis and in management’s sole discretion if the circumstances so warrant (for example, in the event a director’s anticipated term of service remaining is less than a quarter or to ensure each director is receives appropriate cash compensation to reflect his or her term of service). No cash retainer will be paid after any termination of service. Additionally, cash compensation is payable with respect to the entire month of service if one day is served by a director during that month, except that a director shall receive pro-rata fees during the first month of service based on the actual date he or she is first appointed or elected as a director. Lastly, if committee composition re-assignments occur after the first day of any quarter, then adjustments to cash payments as a result of committee composition reassignments will go into effect the first day of the following quarter.

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Annual Proxy Statement    |    2019

DIRECTOR COMPENSATION

(2)

Equity awards are payable in the form of restricted stock units that will fully vest on the one-year anniversary of the grant date, subject to acceleration upon a change of control, termination of service due to death or disability or other qualifying termination of service. Equity awards are granted annually, following the Company’s annual meeting of stockholders.

Schedule of Director Fees in Effect During 2018

Compensation Element

Cash ^{(1, 2)}

Equity ⁽³⁾

Annual Retainer

$

87,500

$

87,500

Additional Compensation

Chair of the Board

$

43,750

$

43,750

Committee Chair

Audit

$

10,000

$

10,000

ALCO

$

7,500

$

7,500

Compensation and Human Capital

$

7,500

$

7,500

Credit

$

7,500

$

7,500

Enterprise Risk

$

7,500

$

7,500

Nominating and Corporate Governance

$

7,500

$

7,500

Non-Chair Committee Member

Audit

$

5,000

$

5,000

ALCO

$

3,750

$

3,750

Compensation and Human Capital

$

3,750

$

3,750

Credit

$

3,750

$

3,750

Enterprise Risk

$

3,750

$

3,750

Nominating and Corporate Governance

$

3,750

$

3,750

(1)

Cash compensation was payable in quarterly installments in advance of each quarter, provided that management was authorized to pay cash components in monthly installments on a case-by-case basis if the circumstances warranted (for example, in the event a director’s anticipated service was less than a quarter); provided further, that the aggregate cash payment received was up to the maximum amount of the specified annual retainer. Notwithstanding the foregoing, no cash retainer could be paid after any termination of service; provided further, that with respect to any amounts not paid as a result of a period less than 12 months having elapsed since the previous annual meeting of stockholders, any such unpaid amount would become due and payable upon the subsequent annual meeting of stockholders.

(2)

Cash compensation was paid for the entire month of service if one day was served by a director during that month with the exception of committee composition reassignments; the daily rate for service on any assigned committee(s) applied until the effective date of the change to their respective committee assignments.

(3)

Equity awards are payable in the form of restricted stock units that will fully vest on the one-year anniversary of the grant date, subject to acceleration upon a Change of Control (as defined in our 2018 Omnibus Stock Incentive Plan) or qualifying termination of service.

—

Cash fees previously paid on a monthly basis would be paid in quarterly installments in advance of each quarter; and

—

Cash fees would be paid for the entire month of service if one day is served by a director during that month with the exception of committee reassignments or appointments in which case the daily rate for service would apply.

Annual Proxy Statement    |    2019

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DIRECTOR COMPENSATION

Name⁽¹⁾

Fees Earned

or Paid in

Cash ($)

Stock

Awards ($)⁽²⁾⁽³⁾

All Other

Compensation ($)⁽⁵⁾

Total ($)

Benett

$

103,750

$

103,760

$

5,747

$

213,257

Curran

$

98,750

$

98,760

—

$

197,510

Fallon-Walsh

$

31,667

$

71,260

—

$

102,927

Hill

$

95,000

$

95,000

—

$

190,000

Karish

$

41,667

$

344,401

⁽⁴⁾

3,354

$

389,422

Lashley

$

105,000

$

105,000

$

—

$

210,000

Schnel

$

102,500

$

102,500

7,838

$

212,838

Sznewajs

$

141,875

$

143,760

$

6,337

$

291,972

Wycoff

$

99,688

$

99,700

—

$

199,388

(1)

The amounts reported in this table represent amounts paid to each non-employee director for their service on the Company Board, Bank Board and all applicable committee assignments for each director during the fiscal year ended December 31, 2018. For those directors who either departed from or were appointed to the Board in 2018, the amounts reported are for service during the following periods:

—

for Mr. Karish, from January 1, 2018 to May 31, 2018; and