Banc of California (BANC) Proxy Filing summary

Executive summary

• Achieved significant transformation in 2024 following the PacWest Bancorp merger, improving margin, deposit mix, operational efficiency, and capital levels.

• Completed integration milestones, including core systems conversion and cost savings ahead of schedule, shifting focus to external growth.

• Increased noninterest-bearing deposits, reduced wholesale funding, and expanded net interest margin by 135 bps to 3.04%.

• Reduced noninterest operating expenses by 36% from normalized 4Q23, and increased tangible book value per share.

• Positioned as California’s third largest bank, with a strong foundation for profitable growth in 2025.

Voting matters and shareholder proposals

• Stockholders will vote on: election of 12 director nominees for one-year terms, ratification of Ernst & Young LLP as independent auditor for 2025, advisory approval of executive compensation (Say-on-Pay), and advisory approval of the frequency of future Say-on-Pay votes.

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR Say-on-Pay, and for an annual Say-on-Pay vote.

Board of directors and corporate governance

• Board consists of 12 directors, 11 of whom are independent; one-third are female and two are from underrepresented communities.

• Board committees include Audit, Compensation/Nominating/Governance (CNG), Finance, and Enterprise Risk, each with defined responsibilities.

• Board leadership structure separates Chair and CEO roles; regular self-assessments and director education are conducted.

• Stock ownership guidelines require directors to own stock equal to five times the annual base cash retainer.