Western Alliance Bancorporation (WAL) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 11, 2025, to elect 13 directors, approve executive compensation, and ratify the auditor appointment.

• Company reported strong 2024 financials: $787.7M net income, $80.9B in assets, 11.3% CET1 ratio, and 11.9% YoY growth in tangible book value per share.

• Strategic focus on prudent capital management, disciplined loan growth, and LFI readiness.

• Ongoing, proactive stockholder engagement and transparent communication on performance, risk, and compensation.

Voting matters and shareholder proposals

• Proposals: elect 13 directors for one-year terms, advisory vote on executive compensation, and ratification of RSM US LLP as independent auditor.

• Board recommends voting FOR all proposals.

• No director nominations were received from stockholders for this meeting.

Board of directors and corporate governance

• Board set at 13 members, with 12 independent directors and diverse backgrounds.

• Average director tenure is 10 years; 38% of nominees have diverse characteristics.

• Board committees: Audit, Compensation, Governance, Finance & Investment, and Risk, all with defined charters and responsibilities.

• Annual board and committee evaluations, director stock ownership guidelines, and independent chair structure.

• Director selection emphasizes skills in strategy, risk, finance, technology, and governance.