☑  Preliminary Proxy Statement

☐  Confidential,for Use of the Commission Only (as

      permittedby Rule 14a-6(e)(2))

☐  Definitive Proxy Statement

☐  Definitive Additional Materials

☐  Soliciting Material Pursuant to Rule 14a-12

Separation of the Chair and Chief Executive Officer positions;

Appointment of a new independent Chair of the Board;

Resignation and retirement of two directors (including our former Board Chair and Chief Executive Officer);

Appointment of two new independent directors (Richard J. Lashley and W. Kirk Wycoff) affiliated with significant stockholders of the Company;

Appointment of two additional independent directors (Mary A. Curran and Bonnie G. Hill) whose terms are expected to commence at the conclusion of the Annual Meeting; and

Adoption of new policies that require a more rigorous review of related party transactions and limit outside business interests.

Sincerely,

/s/ Robert D. Sznewajs

ROBERT D. SZNEWAJS

Chair of the Board

 BANC OF CALIFORNIA, INC.

DATE

June 9, 2017

TIME

8:00 A.M., Pacific Time

PLACE

Banc of California Headquarters—3 MacArthur Place, Santa Ana, California.

No.

Proposal

I.

Election of the two Class II director nominees named in this proxy statement, each for a term of three years.

II.

Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.

III.

Approval of an amendment to the Company’s charter to declassify the Board of Directors and provide for the annual election of all directors.

IV.

Approval of an amendment to the Company’s charter to allow for removal of directors with or without cause by majority vote of the stockholders.

V.

Approval of an amendment to the Company’s charter to authorize amendment of the Company’s bylaws by majority vote of the stockholders, provided that a two-thirds vote (which is a reduced supermajority requirement) would be required to amend the bylaw provision regarding the calling of special meetings of stockholders.

VI.

Approval of an amendment to the Company’s charter to remove all supermajority stockholder voting requirements to amend certain provisions of the Company’s charter.

RECORD DATE

Holders of record of the Company’s voting common stock at the close of business on April 13, 2017, will be entitled to vote at the Meeting or any adjournment or postponement of the Meeting.

ANNUAL REPORT

The Company’s 2016 Annual Report to Stockholders accompanies this proxy statement.

The Company’s Proxy Statement and Annual Report to Stockholders 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.

 TABLE OF CONTENTS

 TABLE OF CONTENTS

Date and Time

June 9, 2017

8:00 A.M., Pacific Time

Place

Banc of California Headquarters

3 MacArthur Place, Santa Ana, California

Record Date

April 13, 2017

Who Can Vote

Holders of the Company’s Voting Common Stock

Board Vote

Recommendation:

  I.

FOR each director

nominee

  II.

  III.

  IV.

  V.

  VI.

Approval of an amendment to the Company’s charter to remove all supermajority stockholder voting requirements to amend certain provisions of the Company’s charter.

Responsible and disciplined growth. We are optimistic about our long-term growth prospects, but growth will be disciplined. The California market is diverse, dynamic and large. We believe that many of California’s communities remain underserved as our larger state and regional competitors increasingly redirect their focus outside of the state.

Strong and stable asset quality. Strong and stable asset quality and effective risk management allow the Bank to continue to grow in the long-term, while remaining prudent in the management of risk.

Focus and optimization of our business. We will continue to identify opportunities to focus and optimize our business in an effort to ensure that our resources are efficiently deployed to best meet our mission and vision.

Strong corporate governance. The Board has taken significant action to refresh board composition and enhance corporate governance.

growing spread based revenue;

demonstrating expense management and efficiency; and

investing in commercial banking products and services.

                                Total Assets                               

($ in billions)

                                  Net Income                            

      ($ in millions)

The efficiency ratio, as adjusted to include the pre-tax effect of investments in alternative energy partnerships, is calculated by a method other than in accordance with accounting principles generally accepted in the United States (GAAP). For a reconciliation of this non-GAAP measure to the measure calculated in accordance with GAAP, see Item 6. Selected Financial Data—Non-GAAP Financial Measures in our Annual Report on Form 10-K for the year ended December 31, 2016.

New Policies and Bylaw Changes. To enhance the Company’s governance, the Board first adopted policies to enhance corporate governance, including a new Related Party Transaction Policy and a new Outside Business Activities Policy, and acted to strengthen the Company’s Public Communications Policy. The Board also amended the Company’s bylaws to facilitate the submission by stockholders of director nominations and other proposals for future annual meetings, and to conform the majority voting standard for electing directors more closely to the advisory motion approved by stockholders at the 2016 Annual Meeting.

Top Management Refresh. To support the Board’s initiative to refresh top management, the Board formed a search committee to recruit a new Chief Executive Officer, engaging KornFerry to conduct a nation-wide search, with the assistance of the Company’s compensation consultant, Pearl Meyer & Partners (Pearl Meyer).

Board Refresh.

To support the initiative to refresh the Board itself, and to fill the Board vacancies created by the resignation of the former Chair of the Board and the retirement of the former Vice Chair and Lead Independent Director, the Board appointed as directors Richard J. Lashley and W. Kirk Wycoff, whose affiliated investment funds (PL Capital Advisors, LLC and Patriot Financial Partners, respectively) have been significant stockholders of the Company for several years. These appointments increase stockholder representation on the Board and add new experience and a fresh perspective. In this proxy statement we refer to PL Capital Advisors, LLC and its affiliates as PL Capital Group and Patriot Financial Partners and its affiliates as Patriot Partners.

As part of the initiative to refresh the Board, the Board also engaged Berkeley Research Group (BRG), a consulting firm specializing in governance for financial institutions, to conduct a skills assessment of the Board, and engaged KornFerry to assist the Board in recruiting independent, talented and diverse directors to expand and augment the Board’s collective and individual capabilities.

In furtherance of its refresh initiative, the Board has appointed two additional independent directors, Mary A. Curran and Bonnie G. Hill, whose terms are expected to commence at the conclusion of the Annual Meeting. Ms. Curran and Dr. Hill will add diversity to the Board and broaden the Board’s expertise in risk management and corporate governance. With their appointments, together with the recent appointments of Messrs. Lashley and Wycoff, four new independent directors will have been added and will represent one-half of the entire Board at the conclusion of the Annual Meeting (not including any additional directors who may be appointed after the date of this proxy statement).

Stockholder Engagement. To support our enhanced stockholder engagement, the Board actively reached out to many of our larger stockholders, who together own more than 75 percent of our shares, to solicit their views. We obtained feedback from more than 50 percent of those stockholders about various topics including their views about the Company, the Board, our governance initiatives, and our compensation practices.

Compensation Refresh. To support the Board’s compensation initiatives, the Compensation Committee engaged Pearl Meyer to evaluate the Company’s director compensation program and assist the Compensation Committee in the development and implementation of a new and enhanced executive incentive compensation program emphasizing objective pay-for-performance criteria.

Governance Enhancements. As a result of these activities, the Board has approved for adoption numerous material changes to the Company’s governance, including the proposed amendments to the Company’s charter being voted on by stockholders at the Annual Meeting to de-classify the Board and reduce the terms of directors from three years to one, to allow for the removal of directors by a majority of stockholders with or without cause, to generally eliminate the supermajority vote by stockholders that is currently required for changes to our bylaws and to remove all supermajority stockholder voting requirements to amend certain provisions of the Company’s charter.

During the fourth quarter of 2016, the Company began discussions about the Board’s composition with Messrs. Lashley and Wycoff, then as representatives of their respective investment funds (PL Capital Group and Patriot Partners) which entities have been significant stockholders of the Company for several years.

In February 2017, the Board appointed Mr. Lashley and Mr. Wycoff to fill the Board vacancies created by the resignation of former Chair and Chief Executive Officer, Steven A. Sugarman and the retirement of former Vice Chair and Lead Independent Director, Chad T. Brownstein. The appointments of Messrs. Lashley and Wycoff have increased stockholder representation on the Board and added new expertise. For more information, see Proposal I.

Also in February 2017, the Board engaged BRG to assess the qualifications and skills of the current Board and KornFerry to conduct a nation-wide director search for qualified director candidates. In March 2017, the Company entered into a Cooperation Agreement with a significant stockholder of the Company, Legion Partners Asset Management and its affiliates (Legion Group), pursuant to which the Company agreed to conduct a search for two additional independent directors in collaboration with the Legion Group. In accordance with this agreement and as part of the director search already underway by KornFerry, the Nominating and Corporate Governance Committee and other members of the Board interviewed a number of director candidates based on a pool of more than 90 director candidates identified by KornFerry.

After considering the BRG evaluation and the candidates identified through the KornFerry search, and conferring with the Legion Group, in March 2017 the Board appointed two additional independent directors, Mary A. Curran and Bonnie G. Hill, whose terms are expected to commence at the conclusion of the Annual Meeting. Also in March 2017, Director Eric L. Holoman informed the Company of his decision not to stand for re-election; Mr. Holoman’s term will expire at the conclusion of the Annual Meeting.

Ms. Curran has more than 30 years of experience in the banking industry, including several years as a Chief Risk Officer, and Dr. Hill has an extensive background in board leadership and corporate governance. Ms. Curran and Dr. Hill will add diversity to the Board and broaden the Board’s expertise in risk management and corporate governance. For more information about the experience and qualifications of Ms. Curran and Dr. Hill, see Proposal I.

Halle J. Benett; and

Robert D. Sznewajs.

  Halle J. Benett

Director Nominee

(Current term expires 2017; New term, if re-elected, will expire 2020)

Managing Director and Head of Diversified Financial Services Investing

Melody Capital Partners

  Robert D. Sznewajs

Director Nominee

(Current term expires 2017; New term, if re-elected, will expire 2020)

Former President and Chief Executive Officer

West Coast Bancorp

  Jeffrey Karish

Continuing Director

(Term expires 2018)

Private Equity Investor and Director

Heritage Development Organization

  Richard J. Lashley

Continuing New Director

(Term expires 2019)

Principal and Managing Member

PL Capital Advisors, LLC

  Jonah F. Schnel

Continuing Director

(Term expires 2019)

Chair and President

Fast A/R Funding

  W. Kirk Wycoff

Continuing New Director

(Term expires 2018)

Managing Partner

Patriot Financial Partners.

  Mary A. Curran

New Director, Appointment Effective June 9, 2017

(Term expires 2019)

Former Executive Vice President and Corporate Banking Chief Risk Officer

MUFG Union Bank

  Bonnie G. Hill

New Director, Appointment Effective June 9, 2017

(Term expires 2018)

President

B. Hill Enterprises, LLC

Community Involvement

Keeping in line with the Company’s objectives to (i) retain highly experienced, independent directors that offer a fresh perspective; (ii) promote its vision to be California’s Bank; (iii) continue its community involvement within the geographical footprint in which it serves; and (iv) expand the diversification of the existing Board. The following graphs highlight these objectives through the strengths and expertise of the refreshed Board of Directors.

Board Diversity

Independence

Entrepreneurialism

Age Distribution

✓  Adopted a majority vote standard for all uncontested director elections.

✓  Separated the roles of Board Chair and Chief Executive Officer.

✓  Increased participation by all Board members through elimination of the Executive Committee and Strategic Committee.

✓  Separated compensation functions from nominating and corporate governance functions at the Board committee level.

✓  Adopted a more rigorous Related Party Transaction Policy.

✓  Adopted new restrictions on Outside Business Activities.

✓  Reduced director compensation and increased director stock ownership requirements.

✓  Lowered director threshold requirements to call special Board meetings.

✓  Enhanced accountability and review of all public communications.

✓  Engaged an outside consultant to conduct an overall governance and skills assessment of the Board.

✓  Proposed charter amendments, subject to approval by stockholders at the Annual Meeting, to:

–   declassify the Board;

–   allow for removal of directors with or without cause by a majority vote of stockholders;

–   generally allow for the Company’s bylaws to be amended by a majority vote of the stockholders; and

–   eliminate the supermajority stockholder vote requirement for certain amendments to the Company’s charter.

✓  Revised the advance notice bylaw requirements in order to make it easier for stockholders to submit proposals or nominate director candidates at future annual meetings.

  Long-standing

  Governance Practices

✓  Board and committee self-evaluations.

✓  No poison pill.

✓  Independent directors meet frequently in executive session.

✓  Stock ownership guidelines for executive officers and directors.

Approved an enhanced recoupment policy that enables the Board to recover or cancel cash incentive compensation and equity awards beginning with the 2017 awards described below.

Approved the fiscal year 2017 cash incentive plan, which provides threshold, target and maximum incentive award opportunities based on six pre-determined performance objectives.

Approved fiscal 2017 equity awards to current Named Executive Officers (as defined under Compensation Discussion and Analysis—Introduction) comprised of 50 percent of performance-contingent restricted stock awards with target vesting contingent on the achievement of two performance criteria, EPS growth (adjusted for share repurchases) and relative total stockholder return against an established peer group. The balance of each award was issued as restricted stock which vests over time.

  BlackRock, Inc.

  55 East 52nd Street

  New York, New York 10055 ⁽²⁾

5,720,268

10.97

%

  The Vanguard Group

  100 Vanguard Boulevard

  Malvern, Pennsylvania 19355 ⁽³⁾

5,225,480

10.02

%

  PL Capital Advisors, LLC et al.

  47 East Chicago Avenue, Suite 328

  Naperville, Illinois 60540 ⁽⁴⁾

3,427,219

6.57

%

  Legion Partners Asset Management, LLC et al.

  9401 Wilshire Boulevard, Suite 705

  Los Angeles, California 90212 ⁽⁵⁾

3,287,879

6.22

%

  Patriot Financial Partners, L.P. et al.

  Cira Centre

  2929 Arch Street, 27th Floor

  Philadelphia, Pennsylvania 19104 ⁽⁶⁾

2,850,564

5.47

%

  State Street Corporation

  State Street Financial Center

  One Lincoln Street

  Boston, Massachusetts 02111 ⁽⁷⁾

2,845,129

5.46

%

The percent was calculated based on 52,144,194 shares of voting common stock issued and outstanding as of the record date of April 13, 2017.

As reported in Amendment No. 1 to Schedule 13G filed with the Securities and Exchange Commission on January 12, 2017 by BlackRock, Inc. (BlackRock). The Amended Schedule 13G reports that BlackRock has (i) sole voting power over 5,595,178 shares and (ii) sole dispositive power over 5,720,268 shares.

As reported in Amendment No. 1 to Schedule 13G filed with the Securities and Exchange Commission on February 10, 2017 by The Vanguard Group (Vanguard). The Amended Schedule 13G reports that Vanguard has (i) sole voting power over 85,226 shares, (ii) shared voting power over 1,800 shares, (iii) sole dispositive power over 5,140,677 shares and (iv) shared dispositive power over 84,803 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. 2 to Schedule 13D filed with the Securities and Exchange Commission on March 14, 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 have shared voting and dispositive powers over 3,287,879 shares, which amount includes 696,700 shares underlying call options exercisable within 60 days of the date of the Amended Schedule 13D;

Legion Partners Asset Management has shared voting and dispositive power over 3,287,679 shares, which amount includes 696,700 shares underlying call options exercisable within 60 days of the date of the Amended Schedule 13D;

Legion Partners I has shared voting and dispositive power over 1,121,769 shares, which amount includes 203,100 shares underlying call options exercisable within 60 days of the date of the Amended Schedule 13D;

Legion Partners II has shared voting and dispositive power over 102,181 shares, which amount includes 18,300 shares underlying call options exercisable within 60 days of the date of the Amended Schedule 13D;

Legion Partners Special I has shared voting and dispositive power over 1,887,229 shares, which amount includes 475,300 shares underlying call options exercisable within 60 days of the date of the Amended Schedule 13D;

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

Legion Partners, LLC has shared voting and dispositive power over 3,287,679 shares, which amount includes 696,700 shares underlying call options exercisable within 60 days of the date of the Amended Schedule 13D;

Legion Partners Holdings has shared voting and dispositive power over 3,287,879 shares, which amount includes 696,700 shares underlying call options exercisable within 60 days of the date of the Amended Schedule 13D; and

CalSTERS has sole voting and dispositive power over 99,449 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 3 filed by Mr. Wycoff on February 24, 2017. The Amended Schedule 13D, as updated by Mr. Wycoff’s Form 3, 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 9, 2017 by State Street Corporation (State Street). The Schedule 13G reports that State Street has shared voting and dispositive power over all 2,845,129 shares.

each director and director nominee of the Company;

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

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

  Hugh F. Boyle

     90,564    

  47,000    

      —      

  137,564    

0.26%    

  Interim Chief Executive Officer and Chief Risk Officer

  J. Francisco A. Turner

   108,877    

  24,000    

      —      

  132,877    

0.25%    

Interim Chief Financial Officer, Interim President and Chief Strategy Officer

  John C. Grosvenor

     41,754    

  99,000    

      —      

  140,754    

0.27%    

  General Counsel and Corporate Secretary

  Jeffrey T. Seabold ⁽³⁾

   157,720    

  96,713    

      —      

  254,433    

0.49%    

  Management Vice Chair

  Halle J. Benett, Director Nominee

     21,522    

    1,854    

      —      

    23,376    

0.04%    

  Eric L. Holoman, Director

     35,181    

    1,854    

      —      

    37,035    

0.07%    

  Jeffrey Karish, Continuing Director

     43,704    

    1,488    

      —      

    45,192    

0.09%    

  Richard J. Lashley, Continuing New Director ⁽⁴⁾

3,421,719    

       —      

      —      

3,421,719    

6.56%    

  Jonah F. Schnel, Continuing Director

     39,525    

    1,854    

      —      

    41,379    

0.08%    

  Robert D. Sznewajs, Chair and Director Nominee

     23,728    

       732    

      —      

    24,460    

0.05%    

  W. Kirk Wycoff, Continuing New Director ⁽⁵⁾

2,850,564    

      —      

      —      

2,850,564    

5.47%    

  Steven A. Sugarman ⁽⁶⁾

   388,786    

  16,165    

1,559,012    

1,963,963    

3.66%    

  Former Chair, President and Chief Executive Officer

  James J. McKinney ⁽⁷⁾

       3,134    

  16,000    

      —      

    19,134    

0.04%    

Former Chief Financial Officer and Principal Accounting Officer

Named Executive Officers, Current Executive Officers who are not Named Executive Officers, and current Directors as a group (15 persons)

7,294,415    

330,660    

1,559,012    

9,184,087    

17.00%    

Includes 1,559,012 shares subject to appreciation rights (SARs) held by Mr. Sugarman, all of which were fully vested as of April 13, 2017.

Includes 330,660 shares subject to options and 1,559,012 shares subject to stock appreciation rights that are exercisable as of, or will become exercisable within 60 days after April 13, 2017.

Does not include 201,922 shares of Class B non-voting common stock currently outstanding and held by Mr. Seabold.

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, 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.

Does not include shares underlying a warrant held by Mr. Sugarman (together with his spouse through a living trust) to acquire 480,000 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 is based on information known to the Company as of his resignation date.

The number of shares listed for Mr. McKinney under the Voting Common Stock column is based on information known to the Company as of November 11, 2016, the effective date of his resignation, as well as on March 27, 2017 the date he exercised certain options.

Proposal I

ELECTION OF DIRECTORS

*Robert D. Sznewajs, Chair          

Retired; Former Banking Executive          

*Halle J. Benett

Investment Banker

Richard J. Lashley

Investment Manager

Eric L. Holoman

Business Manager

Jonah F. Schnel

Small Business Lender

Jeffrey Karish

Investment Advisor

W. Kirk Wycoff

Investment Manager

Director Nominees at the Annual Meeting

  Name

Age ⁽¹⁾

Director
Since

Class ⁽²⁾

Affiliate
Directorship –
Since

Principal Occupation

Committee Memberships

A

CP

NCG

ER

CD

  *Benett

50

2014

II

Bank – 2013

Managing Director and Head of Diversified Financial Services Investing

Melody Capital Partners

VC

FE

  Holoman ⁽³⁾

56

2013

II

Bank – 2013

President

Magic Johnson Enterprises

  Karish

43

2011

III

Bank – 2013

Private Equity Investor and Director

Heritage Development Organization

  Lashley

58

2017

I

Bank – 2017

Principal and Managing Member

PL Capital Advisors, LLC

  Schnel

44

2013

I

Bank – 2013

Chair and President

Fast A/R Funding

  *Sznewajs

70

2014

II

Bank – 2013

Former President and Chief Executive Officer

West Coast Bancorp

C

FE

  Wycoff

59

2017

III

Bank – 2017

Managing Partner

Patriot Financial Partners

A – Audit

CP – Compensation

NCG – Nominating and Corporate Governance

ER – Enterprise Risk

CD – Community Development

* – Director Nominee

C – Chair

VC – Vice Chair

FE – Financial Expert

⁽¹⁾     As of April 13, 2017.

⁽²⁾     The terms of the director classes are as follows: Class I with terms expiring at the 2019 Annual Meeting; Class II with terms expiring at the 2017 Annual Meeting; and Class III with terms expiring at the 2018 Annual Meeting.

⁽³⁾     Mr. Holoman 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 2017 annual meeting of the sole stockholder of the Bank. As such, Mr. Holoman 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 Mr. Benett and FOR Mr. Sznewajs.

HALLE J. BENETT

Independent Director

Class II

Age: 50

Mr. Benett became the Managing Director and Head of Financial Services Investing at Melody Capital Partners effective September 1, 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 with 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. This has made him especially valuable in relation to the Company’s strategic initiatives, such as mergers, acquisitions and dispositions, and its assessment of opportunities in the capital markets. Mr. Benett has played a significant role in the Board’s recent corporate governance enhancements and stockholder outreach efforts and serves as a board-designated “audit committee financial expert” on the Audit Committee.

ROBERT D. SZNEWAJS

Chair, Independent Director

Class II

Age: 70

Mr. Sznewajs was appointed as Chair of the Boards of Directors of the Company and the Bank in 2017 after having served as a director of the Company and the Bank since 2013. 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 leadership 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. Mr. Sznewajs has also served as a director for several boards and executive committees, including 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 CPA (status inactive).

In addition to Mr. Sznewajs’ recent appointment as the Board Chair, he also serves as a board-designated “audit committee financial expert” and Chair of the Audit 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.

JEFFREY KARISH

Independent Director

Class III

Age: 43

Mr. Karish is a private equity investor and has served as director of the Heritage Group, an investment holding company focused on healthcare and medical research, since 2015. Prior to that, Mr. Karish was the President of Windsor Media LLC from 2007-2014, with a focus on investment and finance which included private equity funding, early stage venture capital funding and general investment management of a significant portfolio of fixed income assets. Previously, Mr. Karish was Head of Media Strategy and Corporate Development at Yahoo from 2005-2008, with a primary focus in strategic growth initiatives and M&A. Before joining Yahoo, he was a management consultant at McKinsey & Company, and a key member of McKinsey’s West Coast Media and Technology practice. Mr. Karish currently sits on the board Skybell, Inc. and Digital Turbine, Inc. (NASDAQ: APPS) where he chairs the Compensation, Nominating and Corporate Governance Committee. Mr. Karish holds a J.D. from Harvard University, a Masters of Philosophy in International Relations from Cambridge University, and a Bachelor’s degree in History from U.C. Berkeley.

Mr. Karish’s managerial expertise in the areas of strategic consulting, mergers and acquisitions, governance and fiduciary oversight of investments in portfolio companies, compensation planning and finance has significantly enhanced the Board and as of late, has significantly contributed to the Company’s compensation structure design as Chair of the Compensation Committee.

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

RICHARD J. LASHLEY

Independent Director

Class I

Age: 58

Mr. Lashley is a Co-Founder and Managing Member of PL Capital Advisors, an investment advisory firm registered with the Securities and Exchange Commission and established in 1996, specializing in the banking industry. PL Capital Advisors is one of the Company’s largest stockholders. Mr. Lashley’s primary responsibilities at PL Capital include portfolio management and research. Mr. Lashley recently served on the board of directors of MutualFirst Financial, Inc. (NASDAQ: MFSF) and its subsidiary bank, Mutual Bank, as well as numerous other publicly-held and privately-held banks throughout the United States, including Metro Bancorp, Inc. State Bancorp, Inc. and BCSB Bancorp, Inc. 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 an MBA from Rutgers University in 1984 and a B.S. from Oswego State University in 1980. 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 has quickly become an essential member 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: 44

Since 2010, Mr. Schnel has been the Chairman and President of Fast A/R Funding, a private company focused on lending to small businesses throughout the United States. Mr. Schnel also manages Timco CNG, a private company operating public-access, compressed, natural gas stations in Southern California. Previously, Mr. Schnel co-led the recapitalization of National Capital Management, an acquirer and servicer of distressed consumer debt, and assisted management during that company’s significant growth and 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 Committees.

MARY A. CURRAN

Independent Director

Class I

Age: 60

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 National Association for 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 MBA from San Diego State University.

Ms. Curran’s broad range of experience in risk management and community involvement within the financial services industry, specifically in California in addition to her proven leadership in major businesses and growing profits and revenue in key operating divisions of financial institutions will further enhance the Board’s perspective.

BONNIE G. HILL

Independent Director

Class III

Age: 75

Dr. Hill has served as the President of B. Hill Enterprises, LLC, a consulting firm focusing on corporate governance and 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 different corporate boards with a wide-ranging career in business, government, education, and philanthropy. Dr. Hill currently serves on the board of directors of California Water Service Group (NYSE: CWT) and is a faculty member of the NACD Board Advisory Services Program, as well as a founding member of the Lead Directors Network. Dr. Hill has also served as a director of numerous publicly-held companies, including 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 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 will significantly enrich the Company’s objectives to continue to improve its corporate governance practices as well as to broaden the Board’s perspective in business and throughout the communities in which the Company serves.

APPOINTMENTS

Appointed an Independent Board Chair

We separated the positions of Board Chair and Chief Executive Officer, and appointed Robert J. Sznewajs as our independent Board Chair.

Appointed Two New Directors

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.

Appointment of Two New Directors at the Annual Meeting

We engaged KornFerry to assist the Board to search for additional, qualified directors as well as consulted with a significant stockholder, Legion Group to add two directors to the Board. In March 2017, we appointed two additional independent directors Mary A. Curran and Bonnie G. Hill to the Board whose terms are expected to commence at the conclusion of the Annual Meeting.

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.

ASSESSMENTS

Revised the Director Compensation Structure

On February 7, 2017, we revised the director compensation structure to lower overall director compensation and impose higher stock ownership thresholds.

Review and Evaluation of Our Executive Compensation Program

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

AMENDMENTS

Amended Our Bylaws

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.

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.

Board-Approved Proposed Amendments to Our Charter

Based on feedback received from our recent stockholder outreach efforts, the Board approved several proposed amendments to our charter, which stockholders are being asked to approve at the Annual Meeting. These proposed amendments would declassify the Board and provide for the annual election of all directors, and enhance 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.

  Existing Policies

Newly Implemented or Amended Policies

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 and Corporate Governance 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.

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 (which increased the three times stock ownership requirement that was in effect as of December 31, 2016). We evaluate stock ownership of our directors annually, on the last day of our fiscal year. As of December 31, 2016, based on the NYSE closing stock price, 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 Other Compensation Policies and Practices—Stock Ownership Guidelines.

New 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.

New Outside Business Activities Policy. The Board adopted a new Outside Business Activities Policy, 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.

  Existing Policies

Newly Implemented or Amended Policies

◾    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 by the Board of Directors.

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 Corporate Secretary.

Amended Public Communications Policy. The Board recently amended the Company’s Public Communications Policy to enhance accountability for, and the review of, all public communications by the Company.

  Evaluating the Board’s Effectiveness

  Director Education

  Benett

•

•

  Brownstein

L

L

LIM

  Holoman

•

•

  Karish

•

•

  Schnel

•

•

  Sugarman

C

C

SM

  Sznewajs

•

•

Following the completion of the Palisades Sale effective May 5, 2016, Messrs. Sugarman and Brownstein resigned from the Board of Managers of Palisades.

  Company Board Meetings and Actions

  Total  

  Regular Meetings

  Special Meetings

  Actions by Unanimous Written Consent

  Annual Total

Committee Composition at December 31, 2016

  Benett

  Brownstein

  Holoman

  Karish

  Schnel

  Sugarman

  Sznewajs

  Meetings Held in 2016

  Actions by Unanimous Written Consent

Member

Joint Nominating

and
Corporate
        Governance        

Benett

Holoman

Karish

Lashley

Schnel

Sznewajs

Wycoff

Name, Composition and

Board Determinations

Required

Meeting

Frequency

Audit Committee

Robert D. Sznewajs, Chair

Halle J. Benett, Vice Chair

Jeffery Karish

Richard J. Lashley

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;

Not less than four times annually.

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

Name, Composition and

Board Determinations

Required

Meeting

Frequency

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

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

Based on the recommendations of the Nominating, and Corporate Governance Committee, the Board has determined that Messrs. Sznewajs, Benett and Lashley 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. Sznewajs, Benett and Lashley based on a variety of factors.

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).

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.