Western Alliance Bancorporation (WAL) Proxy filing summary

Executive summary

• Achieved over $90 billion in assets and $990.6 million net income in 2025, with strong growth in deposits and loans, and top industry rankings for CEO, CFO, and Board performance.

• Strategic focus on diversified organic growth, scaling national commercial banking, and investing in technology and risk management to support growth beyond $100 billion in assets.

• Maintained robust stockholder engagement, with executive management regularly meeting investors and incorporating feedback into business strategy.

• Emphasized a culture of integrity, creativity, teamwork, and excellence, with significant investment in employee development, diversity, and competitive benefits.

Voting matters and shareholder proposals

• Stockholders will vote on electing 13 directors for one-year terms, an advisory vote on executive compensation (Say-on-Pay), and ratification of RSM US LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board comprises 13 nominees, with an average tenure of 10 years and 33% diverse characteristics; 12 are independent.

• Five fully independent committees, with a new Technology & Cybersecurity Committee to be constituted after the annual meeting.

• Director selection emphasizes financial acumen, independence, diversity, and relevant industry experience.

• Annual board and committee evaluations, including periodic third-party assessments, inform board refreshment and effectiveness.

• Stock ownership guidelines require non-employee directors to hold shares valued at least five times their annual cash compensation.