Andrew Thau
About Andrew Thau
Andrew Thau (age 59) is an independent director of Banc of California, Inc., serving since 2019; he is Chair of the Compensation, Nominating & Corporate Governance (CNG) Committee and a member of the Enterprise Risk Committee . He is Founder and CEO of Lawridge Drive Advisory Group and previously spent 18 years at United Talent Agency (UTA) as Chief Operating Officer, General Counsel, Board member, and Audit Committee member; he holds degrees from George Washington University and Benjamin N. Cardozo School of Law . As of the March 14, 2025 record date, he beneficially owned 30,194 shares and held 5,366 RSUs scheduled to vest within 60 days (35,560 total; <1%), and was in compliance with director stock ownership guidelines as of December 31, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Talent Agency (UTA) | Board Member; Chief Operating Officer; General Counsel; Managing Director | 18 years (prior to recent departure) | Served on UTA Audit Committee; led operations, M&A, and expansion across media/tech |
| Zalkin, Rodin & Goodman (NY law firm) | Attorney (bankruptcy and corporate restructuring) | Not disclosed | Specialized in restructuring; foundation in legal/compliance |
| 20th Century Fox | Attorney in licensing/filmed entertainment; later executive roles in cable networks | Not disclosed | Operational oversight of domestic/international cable businesses |
| Be Here (content/technology venture) | Chief Executive Officer | Not disclosed | Led content/technology strategy and execution |
| Network LIVE (AOL, XM, AEG JV) | Chief Operating Officer | Not disclosed | Built live events broadcast platform; cross-platform execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lawridge Drive Advisory Group | Founder & Chief Executive Officer | Current | Strategic advisory; governance/legal expertise |
| Multiple charitable organizations | Board service (various) | Not disclosed | Community involvement; nonprofit governance |
Board Governance
- Independence: Board determined all directors except the CEO (Wolff) are independent; Thau is independent under NYSE standards .
- Committee assignments: Chair, CNG Committee; Member, Enterprise Risk Committee .
- Attendance and engagement: In 2024 the Board held 8 meetings; each director attended at least 75% of Board and applicable committee meetings. Committees met: Audit (13), CNG (7), Risk (9), Finance (5). Independent director executive sessions were held regularly or when deemed necessary .
- Board leadership: Chair and CEO roles are separated; if the Chair were not independent, the Board would appoint a Lead Independent Director .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Cash Fees | 95,000 | Cash portion of retainer plus CNG Chair fee |
| Annual Stock Awards (RSUs, grant-date fair value) | 80,007 | Equity portion of retainer/committee compensation (ASC 718) |
| All Other Compensation (dividends on stock awards) | 641 | Cash dividends paid in 2024 on RSU awards |
| Total | 175,648 | Sum of cash fees, stock awards, dividends |
Program terms for non-employee directors:
- Annual retainer: $160,000, paid half in cash and half in RSUs vesting after one year; committee chair cash fees: Audit $20,000; CNG $15,000; Enterprise Risk $15,000; Chair of the Board $85,000 .
- Equity awards vest on the one-year anniversary of grant; subject to acceleration upon change in control, death/disability, or qualifying termination .
Performance Compensation
Directors do not receive performance-based incentive compensation; equity is time-based RSUs under the director program .
| Equity Award Detail (2024) | Value |
|---|---|
| Number of RSUs granted | 5,366 |
| Grant-date fair value (ASC 718) | $80,007 |
| Vesting date | May 9, 2025 (full vest) |
| 2024 dividends on RSUs | $641 |
| Vesting condition | Time-based, one-year vest; acceleration upon specified events |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Thau beyond Banc of California .
- Committee interlocks: The CNG Committee reported no interlocks or insider participation; no members were officers/employees of the Company in 2024 .
Expertise & Qualifications
- Legal and governance expertise (former General Counsel; restructuring attorney); operational leadership in complex, multi-stakeholder environments; audit committee experience at UTA .
- Strategic/M&A execution in media and technology ventures; founder-level advisory experience .
- Education: George Washington University (undergraduate); Benjamin N. Cardozo School of Law (law degree) .
Equity Ownership
| Metric (Record Date: March 14, 2025) | Amount | % Outstanding |
|---|---|---|
| Voting common stock owned | 30,194 | <1%* |
| RSUs/PSUs vesting within 60 days | 5,366 | n/a |
| Total beneficially owned | 35,560 | <1%* |
| Ownership guideline compliance (as of Dec 31, 2024) | Compliant | n/a |
*Represents less than 1% as defined by Exchange Act Rule 13d-3 .
Policy alignment:
- Director stock ownership guideline: 5x annual base cash retainer within 5 years; all directors complied as of Dec 31, 2024 (allowing tenure-based timing) .
- Insider Trading Policy prohibits hedging/pledging; applies to directors, officers, employees . Executive compensation governance also underscores anti-hedging/pledging and clawback/recoupment frameworks at the Company .
Governance Assessment
-
Strengths
- Independent director; chairs CNG (oversight of executive/director pay, nominations, governance, succession, ESG) and serves on Risk Committee—positions central to investor confidence in pay governance and risk oversight .
- Documented attendance threshold met; active committee cadence indicates engagement (Board: 8; Risk: 9; CNG: 7) .
- Director compensation structure mixes cash and one-year vesting RSUs; clear chair fee disclosure; complies with ownership guidelines, enhancing alignment .
- Company-level governance policies: separated Chair/CEO roles; explicit Related Party Transaction and Outside Business Activity policies; Board self-assessment; robust Insider Trading and public communications policies .
- Broad shareholder support on say‑on‑pay (96%), signaling confidence in compensation governance framework overseen by CNG .
-
RED FLAGS / Watch items
- No related-party transactions involving Thau disclosed; continue monitoring related party sections and Outside Business Activities for changes .
- Background predominantly outside banking; mitigated by role alignment and committee composition (Risk Committee includes experienced banking/risk directors) .
- Ensure sustained attendance above policy thresholds; disclosure is aggregate rather than director-specific (monitor future proxies for any variance) .