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108: R92 Loans and Leases Allowance for Credit Losses HTML 90K
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109: R93 Loans and Leases Textual (Details) HTML 83K
110: R94 Premises and Equipment, Net (Details) HTML 63K
111: R95 Premises and Equipment, Net (Details Textual) HTML 47K
112: R96 Goodwill and Other Intangible Assets (Details) HTML 62K
113: R97 Goodwill and Other Intangible Assets (Details 1) HTML 67K
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115: R99 Goodwill and Other Intangible Assets (Details HTML 64K
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118: R102 Supplemental Cash Flow (Details) HTML 49K
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125: R109 Deposits (Details Textual) HTML 51K
126: R110 Borrowings and Subordinated Debentures (Details) HTML 94K
127: R111 Borrowings and Subordinated Debentures (Details 1) HTML 145K
128: R112 Borrowings and Subordinated Debentures (Details HTML 116K
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131: R115 Commitments and Contingencies (Details) HTML 50K
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134: R118 Changes in Fair Value Credit-linked Notes HTML 50K
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135: R119 Fair Value Option - Changes in Fair Value HTML 52K
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136: R120 Fair Value Option (Details Textual) HTML 54K
137: R121 Fair Value Measurements Assets and Liabilities HTML 152K
Measured and Recorded (Details)
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Measured and Recorded Assumptions (Details)
139: R123 Fair Value Measurements Quantitative Inputs and HTML 59K
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143: R127 Fair Value Measurements Level 3 Equity Warrants at HTML 60K
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146: R130 Fair Value Measurements Losses Recognized on HTML 54K
Assets Measured (Details)
147: R131 Fair Value Measurements Valuation Methodology and HTML 75K
Unobservable Inputs for Level 3 (Details)
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Contracts With Customers (Details)
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Contracts With Customers (Details 1)
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Contracts With Customers (Details 2)
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Contracts With Customers (Details Textuals)
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162: R146 Stock-Based Compensation Stock-Based Compensation HTML 104K
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168: R152 Condensed Financial Information Of Parent Company HTML 97K
Condensed Financial Information Of Parent Company
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Condensed Financial Information Of Parent Company
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Banc of California, Inc. (the “Company”) has adopted this policy (this “Policy”) to provide for the recovery or “clawback” of certain incentive compensation in the event of a Restatement. This Policy is intended to comply with, and will be interpreted to be consistent with, the requirements of Section 303A.14 of the New York Stock Exchange (“NYSE”) Listed Company Manual (the “Listing Standard”). Certain terms used in this Policy are defined in Section VIII below.
II. Statement
of Policy
The Company shall recover reasonably promptly the amount of Erroneously Awarded Incentive-Based Compensation (as defined herein) in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”).
The
Company shall recover Erroneously Awarded Incentive-Based Compensation in compliance with this Policy except to the extent provided under Section V below.
III. Scope of Policy
A. Covered Persons and Recovery Period. This Policy applies to Incentive-Based Compensation received by a person:
•after beginning service as an Executive Officer,
•who
served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation,
•while the Company has a class of securities listed on a national securities exchange, and
•during the three completed fiscal years immediately preceding the date that the Company is required to prepare a Restatement (the “Recovery Period”).
Notwithstanding this look-back requirement, the Company is only required to apply this Policy to Incentive-Based Compensation received on or after
October 2, 2023.
For purposes of this Policy, Incentive-Based Compensation shall be deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure (as defined herein) specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
B. Transition Period. In addition to the Recovery Period, this Policy applies to any transition period (that results from a change in the Company’s fiscal
year) within or immediately following the Recovery Period (a “Transition Period”), provided that a Transition Period between the last day of the Company’s previous fiscal year end and the first day of the Company’s new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year.
Mandatory Recoupment Policy 1
C. Determining
Recovery Period. For purposes of determining the relevant Recovery Period, the date that the Company is required to prepare the Restatement is the earlier to occur of:
•the date the board of directors of the Company (the “Board”), a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, and
•the
date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement.
For clarity, the Company’s obligation to recover Erroneously Awarded Incentive-Based Compensation under this Policy is not dependent on if or when a Restatement is filed.
IV. Amount Subject to Recovery
A. Recoverable Amount. The amount of Incentive-Based Compensation subject
to recovery under this Policy (“Erroneously Awarded Incentive Compensation”), is the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid. In addition, the Company may, in its sole discretion, elect to seek reimbursement of costs (including legal fees) incurred in connection with the recovery of Erroneously Awarded Incentive-Based Compensation.
B. Covered Compensation Based on Stock Price or TSR. For Incentive-Based Compensation based on stock price or total shareholder return (“TSR”), where the amount of Erroneously Awarded Incentive-Based
Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the recoverable amount shall be determined by the Joint Compensation, Nominating and Corporate Governance Committee of the Board of Directors of the Company and Banc of California, N.A. (the “Committee”) based on a reasonable estimate of the effect of the Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received. In such event, the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to NYSE.
C. Method of Recovery. The Committee shall determine, in its sole discretion, the method
for recouping erroneously awarded Compensation hereunder, which may include without limitation (a) seeking reimbursement, (b) cancelling prior cash or equity-based awards, whether vested or unvested or paid or unpaid, (c) cancelling or offsetting against any planned future cash or equity-based awards, (d) forfeiture of deferred compensation, subject to compliance with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder and (e) any other method authorized by applicable law or contract. Subject to compliance with any applicable law, the Committee may effect recovery under this Policy from any amount otherwise payable to the Executive Officer, including amounts payable to such individual under any otherwise applicable Company plan or program, including base salary, bonuses or commissions and compensation previously deferred by the Executive Officer.
V. Exceptions
The
Company shall recover Erroneously Awarded Incentive-Based Compensation in compliance with this Policy except to the extent that the conditions set out below are met and the Committee has made a determination that recovery would be impracticable:
A. Direct Expense Exceeds Recoverable Amount. The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided, however, that before concluding it would be impracticable to recover any amount of Erroneously Awarded Incentive-Based Compensation based on expense of enforcement, the Company shall make a reasonable attempt to recover such Erroneously Awarded Incentive-
Mandatory Recoupment Policy 2
Based
Compensation, document such reasonable attempt(s) to recover, and provide that documentation to NYSE.
B. Recovery from Certain Tax-Qualified Retirement Plans. Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
VI. Prohibition Against Indemnification
Notwithstanding
the terms of any indemnification arrangement or insurance policy with any individual covered by this Policy, the Company shall not indemnify any Executive Officer or former Executive Officer against the loss of erroneously awarded Incentive-Based Compensation, including any payment or reimbursement for the cost of insurance obtained by any such covered individual to fund amounts recoverable under this Policy.
VII. Disclosure
The Company shall
file all disclosures with respect to this Policy and recoveries under this Policy in accordance with the requirements of the U.S. Federal securities laws, including the disclosure required by the applicable Securities and Exchange Commission (“SEC”) filings.
VIII. Definitions
Unless the context otherwise requires, the following definitions apply for purposes of this Policy:
•“Executive Officer” means the Company’s
president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policymaking functions for the Company. Executive officers of the Company’s subsidiaries are deemed Executive Officers of the Company if they perform such policy making functions
for the Company. Policy-making function is not intended to include policymaking functions that are not significant. Identification of an Executive Officer for purposes of this Policy will include at a minimum executive officers identified pursuant to 17 CFR 229.401(b).
•“Financial Reporting Measures” means any of the following: (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, (ii) stock price and (iii) TSR. A Financial Reporting Measure need not be presented within the
Company’s financial statements or included in a filing with the SEC.
•“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
IX. Administration; Amendment; Termination
All determinations under this Policy will be made by the Committee, including determinations regarding how any recovery under this Policy is effected. Any determinations of the Committee will be final, binding and conclusive
and need not be uniform with respect to each individual covered by this Policy.
The Committee may amend this Policy from time to time and may terminate this Policy at any time, in each case in its sole discretion.
Mandatory Recoupment Policy 3
X. Effectiveness; Other Recoupment Rights
This
Policy shall be effective as of December 1, 2023. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company and its subsidiaries and affiliates under applicable law or pursuant to the terms of any similar policy or similar provision in any employment agreement, equity award agreement or similar agreement. In the event of any conflict or overlap between the provisions of this Policy, on the one hand, and the provisions of any other policy for clawback or recoupment of incentive compensation maintained by the Company, on the other hand, the provisions of this
Policy shall control.
Mandatory Recoupment Policy 4
Dates Referenced Herein and Documents Incorporated by Reference
