☐  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 Pursuant to Rule 14a-12

DATE

May 31, 2018

TIME

8:00 A.M. Pacific Time

PLACE

The Pacific Club—4110 MacArthur Boulevard, Newport Beach, California

No.

Proposal

I.

Election of the two Class III director nominees named in this proxy statement, each for a term of one year expiring at the Company’s 2019 annual meeting of stockholders.

II.

Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.

III.

Approval of the Banc of California, Inc. 2018 Omnibus Stock Incentive Plan.

IV.

Approval of an amendment to the Company’s charter to eliminate the ability of the Board of Directors to change the number of authorized shares without stockholder approval.

RECORD DATE

Holders of record of the Company’s voting common stock at the close of business on March 29, 2018, will be entitled to vote at the Meeting or any adjournment or postponement of the Meeting.

ANNUAL REPORT

The Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2017 accompanies this proxy statement.

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.

Our Annual Meeting Logistics

BANC OF CALIFORNIA, INC.

3 MacArthur Place

Santa Ana, California 92707

(949) 236-5211

Date and Time

May 31, 2018

8:00 A.M. Pacific Time

Place

The Pacific Club

4110 MacArthur Boulevard

Newport Beach, California

Record Date

March 29, 2018

Who Can Vote

Holders of the Company’s Voting Common Stock as of the Record Date

Board Vote

Recommendation:

  I.

FOR each director

nominee

  II.

  III.

  IV.

Approval of an amendment to the Company’s charter to eliminate the ability of the Board of Directors to change the number of authorized shares without stockholder approval.

a strong and powerful brand;

superior markets in which it operates, primarily California;

the balance sheet size required to be competitive;

strong credit and capital metrics; and

an experienced commercial banking leadership team and enhanced corporate governance.

Build Core Deposits. Our number one priority is to improve our core deposit funding profile and to further reduce our reliance on wholesale and other high-cost funding sources.

Amplify Lending. In order to grow the long-term earnings power of the franchise, we need to continue to increase loan balances, both as we reduce the level of securities and to drive growth of earning assets over time. As we seek to grow our loan portfolio, we must remain focused on risk management and strong credit quality.

Normalize Expenses. We have taken steps to stabilize our expense base. Going forward, we seek to leverage the expenses we incur today to support a larger balance sheet and increased business volumes.

Creating Stockholder Value. The combination of the actions above, we believe, should enhance value for stockholders over time. We believe the foundation we have in place today, coupled with the plan we have outlined, will result in operating leverage as we grow the franchise and improve the overall earnings profile.

PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

A new Banc of California, Inc. 2018 Omnibus Stock Incentive Plan (the 2018 Plan), which does not contain an “evergreen” provision and includes other improvements over the 2013 Plan from a corporate governance standpoint. If approved by stockholders, the 2018 Plan will replace the 2013 Plan with respect to the issuance of any future equity-based awards. In the event stockholders do not approve the 2018 Plan at the Annual Meeting, we will continue utilizing the 2013 Plan.

A proposed charter amendment that would require stockholder approval of any future changes in the number of authorized shares of the Company’s stock.

STOCK OWNERSHIP

BlackRock, Inc.

55 East 52nd Street

New York, New York 10055 ⁽²⁾

Wellington Management Group LLP

280 Congress Street

Boston, Massachusetts 02210 ⁽³⁾

PL Capital Advisors, LLC et al.

47 East Chicago Avenue, Suite 328

Naperville, Illinois 60540 ⁽⁴⁾

Legion Partners Asset Management, LLC et al.

9401 Wilshire Boulevard, Suite 705

Los Angeles, California 90212 ⁽⁵⁾

Patriot Financial Partners, L.P. et al.

Cira Centre

2929 Arch Street, 27th Floor

Philadelphia, Pennsylvania 19104 ⁽⁶⁾

State Street Corporation

State Street Financial Center

One Lincoln Street

Boston, Massachusetts 02111 ⁽⁷⁾

The percent was calculated based on 50,079,736 shares of voting common stock issued and outstanding as of the record date of March 29, 2018.

As reported in Amendment No. 2 to Schedule 13G filed with the Securities and Exchange Commission on January 19, 2018 by BlackRock, Inc. (BlackRock). The Amended Schedule 13G reports that BlackRock has (i) sole voting power over 5,744,529 shares and (ii) sole dispositive power over 5,840,706 shares.

As reported in the Schedule 13G filed with the Securities and Exchange Commission on February 8, 2018 by Wellington Management Group LLP (Wellington); Wellington Group Holdings LLP (Wellington Group); Wellington Investment Advisors Holdings LLC (Wellington Advisors); and Wellington Management Company LLP (Wellington Company). The Schedule 13G reports as follows:

Wellington has shared voting power over 4,013,167 shares and shared dispositive power over 4,876,685 shares;

Wellington Group has shared voting power over 4,013,167 shares and shared dispositive power over 4,876,685 shares;

Wellington Advisors has shared voting power over 4,013,167 shares and shared dispositive power over 4,876,685 shares; and

Wellington Company has shared voting power over 3,978,294 shares and shared dispositive power over 4,760,916 shares.

As 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.

As reported in Amendment No. 3 to Schedule 13D filed with the Securities and Exchange Commission on May 23, 2017 by Legion Partners Asset Management, LLC (Legion Partners Asset Management); Legion Partners, L.P. I (Legion Partners I); Legion Partners, L.P. II (Legion Partners II); Legion Partners Special Opportunities, L.P. I (Legion Partners Special I); Legion Partners Special Opportunities, L.P. V (Legion Partners Special V); Legion Partners, LLC; Legion Partners Holdings, LLC (Legion Partners Holdings); Bradley S. Vizi; Christopher S. Kiper; Raymond White; and California State Teachers’ Retirement System (CalSTERS). The Amended Schedule 13D indicates as follows:

Messrs. Vizi, Kiper and White each have shared voting and dispositive powers over 2,938,679 shares;

Legion Partners Asset Management has shared voting and dispositive power over 2,938,479 shares;

STOCK OWNERSHIP

Legion Partners I has shared voting and dispositive power over 1,121,769 shares;

Legion Partners II has shared voting and dispositive power over 102,181 shares;

Legion Partners Special I has shared voting and dispositive power over 1,538,029 shares;

Legion Partners Special V has shared voting and dispositive power over 176,500 shares;

Legion Partners, LLC has shared voting and dispositive power over 2,938,479 shares;

Legion Partners Holdings has shared voting and dispositive power over 2,938,679 shares; and

CalSTERS has sole voting and dispositive power over 92,349 shares.

As reported in Amendment No. 3 to Schedule 13D filed with the Securities and Exchange Commission on November 10, 2014 by Patriot Financial Partners, L.P. (Patriot Fund, and together with its affiliated entities, Patriot Partners); Patriot Financial Partners Parallel, L.P. (Patriot Parallel Fund); Patriot Financial Partners GP, L.P. (Patriot GP); Patriot Financial Partners GP, LLC (Patriot LLC); Patriot Financial Partners II, L.P. (Patriot Fund II); Patriot Financial Partners Parallel II, L.P. (Patriot Parallel Fund II), Patriot Financial Partners GP II, L.P. (Patriot II GP); Patriot Financial Partners GP II, LLC (Patriot II LLC); and W. Kirk Wycoff, Ira M. Lubert and James J. Lynch, as updated by the Form 4 filed by Mr. Wycoff on July 18, 2017. The Amended Schedule 13D, as updated by Mr. Wycoff’s Form 4, indicates as follows:

Messrs. Wycoff, Lubert and Lynch have shared voting and dispositive power over 2,850,564 shares;

Patriot Fund has shared voting and dispositive powers over 1,184,336 shares;

Patriot Parallel Fund has shared voting and dispositive powers over 204,875 shares;

Patriot GP has shared voting and dispositive powers over 1,639,211 shares;

Patriot LLC has shared voting and dispositive powers over 1,639,211 shares;

Patriot Fund II has shared voting and dispositive powers over 1,204,097 shares;

Patriot Parallel Fund II has shared voting and dispositive powers over 257,256 shares;

Patriot II GP has shared voting and dispositive powers over 1,461,353 shares; and

Patriot II LLC has shared voting and dispositive powers over 1,461,353 shares.

As reported in the Schedule 13G filed with the Securities and Exchange Commission on February 14, 2018 by State Street Corporation (State Street). The Schedule 13G reports that State Street has shared voting and dispositive power over all 2,512,813 shares.

each director and director nominee of the Company;

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

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

STOCK OWNERSHIP

Directors and Executive Officers

Douglas H. Bowers

President, Chief Executive Officer and Continuing Director

John A. Bogler

Chief Financial Officer

Hugh F. Boyle

Chief Risk Officer, Former Interim Chief Executive Officer

John C. Grosvenor

General Counsel and Corporate Secretary

Jason M. Pendergist

Head of Real Estate Banking

Halle J. Benett, Continuing Director

Mary A. Curran, Continuing Director

Bonnie G. Hill, Director Nominee

Jeffrey Karish, Director

Richard J. Lashley, Continuing Director ⁽³⁾

Jonah F. Schnel, Continuing Director

Robert D. Sznewajs, Chair and Continuing Director

W. Kirk Wycoff, Director Nominee ⁽⁴⁾

Brian P. Kuelbs ⁽⁵⁾

Former Chief Investment Officer

Jeffrey T. Seabold ⁽⁶⁾

Former Management Vice Chair

Steven A. Sugarman ⁽⁷⁾

Former Board Chair, Former President and Former Chief Executive Officer

J. Francisco A. Turner

Former Interim Chief Financial Officer, Former Interim President and Former Chief Strategy Officer

Albert J. Wang

Former Principal Financial Officer and Former Chief Accounting Officer

Current and Former Named Executive Officers, Current Executive Officers who are not Named Executive Officers, and current Directors as a group (20 persons)

STOCK OWNERSHIP

Includes 1,559,012 shares subject to appreciation rights (SARs) held by Mr. Sugarman, all of which were fully vested as of March 29, 2018. The SARs will be settled, on a net basis, in shares of voting common stock based on the fair market value of the voting common stock on the date of exercise. Assuming a fair market value per share on the date of exercise of $19.30, which was the per share closing price of the voting common stock on the New York Stock Exchange (NYSE) on March 29, 2018, if Mr. Sugarman were to exercise all 1,559,012 of his currently exercisable SARs, he would be entitled to receive an aggregate of 621,790 shares of voting common stock. Using this net number of shares to calculate Mr. Sugarman’s beneficial ownership, rather than the gross number of shares to which the SARs relate (1,559,012), the aggregate shares of voting common stock Mr. Sugarman beneficially owned would be 1,026,741, or 2.05 percent and the aggregate shares of voting common stock all directors, current and former Named Executive Officers and current executive officers that are not also Named Executive Officers of the Company as a group would beneficially own 8,032,460 shares, or 16.0 percent.

Includes 109,533 shares subject to options and 1,559,012 shares subject to SARs that are exercisable as of, or will become exercisable within 60 days after March 29, 2018.

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) and 20,000 shares held directly by Mr. Lashley. Mr. Lashley is a managing member of PL Capital Advisors and, therefore, Mr. Lashley may be deemed to beneficially own these shares.

Includes 2,850,564 shares owned by Patriot Partners (as defined in Note 6 to the Stock Ownership of Greater than 5 Percent Stockholders table above). As a managing member of Patriot Partners, Mr. Wycoff may be deemed to beneficially own these shares.

The number of shares listed for Mr. Kuelbs under the Voting Common Stock column is based on information known to the Company as of March 29, 2018.

Does not include 201,922 shares of Class B non-voting common stock currently outstanding and held by Mr. Seabold. The number of shares listed for Mr. Seabold under the Voting Common Stock column is based on information known to the Company as of March 29, 2018.

Does not include 52,284 shares of the Company’s Class B non-voting common stock held by Mr. Sugarman (together with his spouse through a living trust), shares underlying a warrant held by Mr. Sugarman (together with his spouse through a living trust) to acquire 260,000 shares of the Company’s Class B non-voting common stock, or 4,000 depositary shares (Series C Depositary Shares), each representing a 1/40^th ownership interest in a share of the Company’s 8.00 percent Non-Cumulative Perpetual Preferred Stock, Series C. The number of shares listed for Mr. Sugarman under the Voting Common Stock column and the number of Series C Depository Shares beneficially owned by Mr. Sugarman is based on information known to the Company as of March 29, 2018.

STOCK OWNERSHIP

PROPOSAL I

Proposal I

ELECTION OF DIRECTORS

PROPOSAL I

Director

Since

  Benett

51

2013

II

Managing Director and Head of Diversified Financial Services Investing

Melody Capital Partners

  Bowers

60

2017

II

President and Chief Executive Officer

Banc of California, Inc. and Banc of California, N. A.

  Curran

61

2017

I

Former Executive Vice President and Corporate Banking Chief Risk Officer

MUFG Union Bank

  *Hill

76

2017

III

President

B. Hill Enterprises, LLC

  Karish ⁽³⁾

44

2011

III

Private Equity Investor and Director

Heritage Development Organization

  Lashley

59

2017

I

Principal and Managing Member

PL Capital Advisors, LLC

  Schnel

45

2013

I

Chair and President

Fast A/R Funding

  Sznewajs

71

2013

II

Former President and Chief Executive Officer

West Coast Bancorp

  *Wycoff

59

2017

III

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

PROPOSAL I

As of March 29, 2018.

Effective at the conclusion of the Annual Meeting, Class III will be eliminated with all re-elected members reclassified as Class I directors. The terms of the remaining director classes will be as follows: Class I, with terms expiring at the 2019 annual meeting of stockholders; and Class II, with terms expiring at the 2020 annual meeting of stockholders.

As noted above, Mr. Karish has decided not to stand for re-election as a director of the Company at the Annual Meeting or as a director of the Bank at the 2018 annual meeting of the sole stockholder of the Bank. As such, Mr. Karish will continue to serve as a director of the Company and the Bank until his current term ends at the conclusion of the Annual Meeting.

  The Board of Directors unanimously recommends that you vote FOR Dr. Hill and Mr. Wycoff.

PROPOSAL I

BONNIE G. HILL

Independent Director

Class III

Age: 76

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 National Association for Corporate Directors (NACD) Board Advisory Services Program, is 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 as a director of numerous publicly-held companies, 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 NACD Blue Ribbon Commission Report on Building the Strategic-Asset Board published in 2016; 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 Consumer Affairs Advisory Committee for the Securities and Exchange Commission and served on the board of directors of NASD Regulation, Inc. Prior to working in Washington, D.C., Dr. Hill served as a Vice President with Kaiser Aluminum and Chemical Corporation.

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 ongoing efforts to improve its corporate governance practices as well as to broaden the Board’s perspective in business and throughout the communities the Company serves.

PROPOSAL I

W. KIRK WYCOFF

Independent Director

Class III

Age: 59

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 boards 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 boards 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 39 years in the banking industry, which includes 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.

MARY A. CURRAN

Independent Director

Class I

Age: 61

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.

Ms. Curran currently serves as Chair of San Diego State University’s Campanile Foundation Board and Executive Committee in addition to serving on the Nominating & Governance Committee and the Athletics Committee. She also serves on the Board of Directors and Nominating/Governance Committee for Hunter Industries, a privately held global irrigation and landscape lighting 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 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 from San Diego State University.

Ms. Curran’s broad range of experience in risk management and community involvement within the financial services industry, especially in California, in addition to her prior business and other leadership positions, have enhanced the Board’s perspective.

PROPOSAL I

RICHARD J. LASHLEY

Independent Director

Class I

Age: 59

Mr. Lashley is Managing Member of PL Capital Advisors, LLC, a Securities and Exchange Commission 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 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 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 has been designated by the Board as an “audit committee financial expert” and is currently the Chair of the Audit Committee. 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 Transactions with Related Persons.

JONAH F. SCHNEL

Independent Director

Class I

Age: 45

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

PROPOSAL I

HALLE J. BENETT

Age: 51

Independent Director

Class II

Mr. Benett has been the Managing Director and Head of Financial Services Investing at Melody Capital Partners effective 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 headed Global Specialty Finance at PaineWebber/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 Masters of 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. More recently, Mr. Benett has played a significant role in the Board’s objective to further enhance corporate governance and the Company’s stockholder outreach efforts. Mr. Benett also serves as a board-designated “audit committee financial expert” as a member of the Audit Committee.

DOUGLAS H. BOWERS

Non- Independent Director

Class II

Age: 60

Mr. Bowers was appointed as President and Chief Executive Officer of the Company and the Bank, and as a director of the Bank effective May 8, 2017 and was appointed as a director of the Company effective at the conclusion of the Company’s 2017 annual meeting of stockholders on June 9, 2017. Mr. Bowers is a veteran banking executive with over 35 years of banking experience and previously served as Chief Executive Officer of Square 1 Bank from 2011 until its sale to PacWest Bancorp in October 2015, and then served as President of Square 1 Bank, a division of Pacific Western Bank, until April 2016. Prior to that, Mr. Bowers held roles at Lone Star/Hudson Advisors, a leading private equity firm, and at Bank of America, where he spent nearly thirty years leading various divisions, including Commercial Banking, Corporate Banking, Leasing and Specialized Products. Mr. Bowers holds a Bachelor’s degree in Finance and Economics from Ball State University.

Mr. Bowers’ deep and comprehensive background and his practical experience in growing commercial banking businesses directly align with the Company’s current focus, and ideally position him to make substantial contributions to the Board, both as a director and as the leader of the Company’s executive team.

ROBERT D. SZNEWAJS

Chair, Independent Director

Class II

Age: 71

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 served as Chair of the Audit Committee prior to Mr. Lashley’s appointment to that position. 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.

CORPORATE GOVERNANCE MATTERS

APPOINTMENTS

Appointed an Independent Board Chair

We separated the positions of the Board Chair and Chief Executive Officer by appointing Robert D. Sznewajs as our independent Board Chair on January 23, 2017.

Appointed Two Independent Directors who are also Significant Stockholders

We appointed two new independent directors to the Board in February 2017, Richard J. Lashley and W. Kirk Wycoff, who filled the seats vacated by the former Chair and Chief Executive Officer, who resigned in January 2017, and former Vice Chair and Lead Independent Director, who retired in February 2017. The appointment of Messrs. Lashley and Wycoff has resulted in the increase of stockholder representation on the Board and added expertise.

Appointed Two Independent Directors both of whom add greater Diversity on the Board

We engaged Korn Ferry (Korn/Ferry) to assist the Board to search for additional, qualified directors as well as consulted with a significant stockholder, Legion Group, to add two independent directors to the Board. In March 2017, Mary A. Curran and Bonnie G. Hill were appointed to the Board effective at the conclusion of the 2017 annual meeting of stockholders. The appointments of both Ms. Curran and Dr. Hill have added greater diversity and expertise to the Board.

Appointed a New President and Chief Executive Officer

After considering candidates identified through a separate search conducted by Korn/Ferry, Douglas H. Bowers was appointed to serve as President and Chief Executive Officer of the Company and the Bank and as a director of the Bank, effective May 8, 2017. Mr. Bowers became a director of the Company effective at the conclusion of the 2017 annual meeting of stockholders on June 9, 2017.

ADOPTIONS

Adopted a New Related Party Transaction Policy

We adopted a new, more rigorous Related Party Transaction Policy.

Adopted a New Outside Business Activities Policy

We adopted a new Outside Business Activities Policy that tightens controls on activities raising actual or apparent conflicts of interest.

Adopted a Revised Public Communications Policy

We adopted a revised form of Public Communications Policy which 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.

ASSESSMENTS

Revised the Director Compensation Program

On February 7, 2017, we revised the director compensation program to lower overall director compensation and impose higher stock ownership thresholds. Shortly thereafter and in consideration of the reorganization of the Board and its committees, the director compensation program was further revised effective July 11, 2017.

Assessed and Revised the Executive Compensation Program

We began an overall review, evaluation and revision of our executive compensation program, in part, on input received from our stockholders.

CORPORATE GOVERNANCE MATTERS

AMENDMENTS

Bylaws Amended

We amended our bylaws to lower the number of directors required to call a special meeting of the Board (other than special meetings called by the Chair) to two directors as compared to the prior requirement that special meetings be called by one-third of the directors.

Amended Our Charter as Approved by the Board and Stockholders

We amended our bylaws to more closely align the majority voting provisions for director elections with the advisory proposal approved by stockholders in 2016.

We amended our bylaws to make it easier for stockholders to submit proposals or nominate director candidates at future annual meetings by (i) simplifying the information that must be provided to the Company; and (ii) changing the general submission period for such proposals and nominations from between 150 days and 180 days before the first anniversary of the preceding year’s annual meeting to between 90 days and 120 days before such anniversary date.

Based on feedback received from our stockholder outreach efforts, the Board approved several proposed amendments to our charter, which stockholders approved at the 2017 annual meeting of stockholders. These amendments will progressively declassify our Board to provide for the annual election of all directors starting in 2020 and enhanced the ability of stockholders to remove directors, amend the Company’s bylaws and approve amendments to the Company’s charter by generally eliminating super-majority voting requirements for those items and by allowing stockholders to remove directors with or without cause.

The charter amendments approved at the 2017 annual meeting of stockholders were part of a number of corporate governance enhancements intended to give the Company’s stockholders greater control over the Company’s governance. Consistent with these enhancements, the Board has proposed that stockholders approve at the Annual Meeting an amendment to the Company’s charter that would eliminate the current ability of the Board to amend the charter to change the number of authorized shares of the Company’s stock without stockholder approval. See Proposal IV—Approval of an Amendment to the Company’s Charter to Eliminate the Ability of the Board of Directors to Change the Number of Authorized Shares without Stockholder Approval.

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

Code of Business Conduct and Ethics. The Company’s Code of Business Conduct and Ethics (the Code), applies to all directors, officers and employees of the Company and its subsidiaries. The 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.

Related Party Transaction Policy. In February 2017, the Board adopted a new Related Party Transaction Policy that restricts transactions with related parties by imposing rigorous standards, with the expectation that such transactions will be rare. The new 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.

Outside Business Activities Policy. The Board adopted a new Outside Business Activities Policy in February 2017, which supplements the 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.

CORPORATE GOVERNANCE MATTERS

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 as it was updated in February 2017, 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, 2017, based on the NYSE closing stock price on December 29, 2017, all of the directors 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, under the section titled 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 the case of sales through Rule 10b5-1 plans or other 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 Board adopted a revised form of Public Communications Policy overseen by the Audit Committee which 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 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.

CORPORATE GOVERNANCE MATTERS

Robert D. Sznewajs, Chair

Halle J. Benett

Jeffrey Karish

Douglas H. Bowers

Richard J. Lashley

Mary A. Curran

Jonah F. Schnel

Bonnie G. Hill

W. Kirk Wycoff

  Company Board Meetings and Actions

Total  

Regular Meetings

4  

Special Meetings

32  

Actions by Unanimous Written Consent

5  

Annual Total

41  

Audit

ALCO

Compensation
and Human
Capital

Credit

Enterprise
Risk

Nominating
and
Corporate
Governance

  Meetings Held in 2017

20

2

22

2

9

22

  Actions by Unanimous Written Consent in 2017

1

—  

—  

—  

—  

—  

Name, Composition and

Board Determinations

Required

Meeting

Frequency

Audit Committee

Richard J. Lashley, Chair

Halle J. Benett

Jeffery Karish

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 Securities and Exchange Commission.

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

◾      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.

Not less than four times annually.

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

◾      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 Securities and Exchange Commission 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.

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).

Name, Composition and

Board Determinations

Required

Meeting

Frequency

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).

Required

Meeting

Frequency

Compensation and Human Capital Committee

Jeffrey Karish, Chair

Bonnie G. Hill

Robert D. Sznewajs

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 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;

◾  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;

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

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

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

◾  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.

◾  Administering the Company’s stock option plans and other equity based compensation plans that permit payment in or based upon the Company’s stock.

Not less than two times annually.

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

Required

Meeting

Frequency

◾  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.

◾  Overseeing the talent planning and executive recruiting processes.

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

Required

Meeting

Frequency

Nominating and Corporate Governance Committee

Halle J. Benett, Chair

Bonnie G. Hill

Richard J. Lashley

Jonah F. Schnel

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

—    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.

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

—    Asset 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

Not less than two times annually.

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

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; and 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.

—    Reviewingand 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.

—    Leadingthe Board in its annual review of the Board’s performance, and the performance of various Committees of the Board.

—    Recommendingto the Board the membership of each Board committee.

resignation of the former Board Chair;

retirement of the Lead Independent Director and Vice Chair; and

resignation of another director who opted not to stand for re-election.

four independent directors; and

one non-independent, employee director (the new President and Chief Executive Officer of the Company and the Bank, Mr. Bowers).

Schedule of Current Director Fees, Effective July 11, 2017

Compensation Element

Cash ⁽¹⁾

Equity ⁽²⁾

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

Cash compensation is payable in equal monthly installments, up to the maximum amount of the specified annual retainer; provided, however, that no monthly cash retainer will 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 will become due and payable upon the subsequent annual meeting of stockholders. Additionally, cash compensation is paid for the entire month of service if one day is served by a director during that month with the exception of committee composition reassignments; the daily rate for service on any assigned committee(s) apply until the effective date of the change to their respective committee assignments.

Equity awards are currently 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 or qualifying termination of service.

Schedule of Director Fees from July 1, 2016 to February 6, 2017

Compensation Element

Company

Bank

Annual Retainer

$100,000 in restricted shares ⁽¹⁾

$100,000 in cash ⁽²⁾

Additional Compensation