Hamid Hussain
About Hamid Hussain
Hamid Hussain, age 55, is President of the Bank at Banc of California (BANC). He joined the company in 2019 as President of Commercial and Real Estate Banking and became President of the Bank effective January 1, 2023. He holds an MBA in Finance from Queen’s University (Kingston, Canada) and a BA in Economics from the University of Toronto. His 2024 annual incentive payout was 70% of target, driven by a 75% corporate scorecard result; key outcomes included Core ROATCE of 7.4% (below threshold), Core Adjusted Noninterest Expense of $150.7M (max performance), and 1.7% Average NIB Deposit growth (below threshold). For broader pay-versus-performance context, 2024 TSR equated to $100.04 on a $100 initial value vs $130.90 for the KBW Regional Bank index peer group, and ROATCE was 4.4%.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Banc of California | President of the Bank | 2023–present | Leads strategy and execution of client-facing teams outside retail branches. |
| Banc of California | President, Commercial & Real Estate Banking | 2019–2022 | Led commercial/real estate banking prior to promotion to Bank President. |
| Wells Fargo | EVP, Real Estate Market Executive, Commercial Banking | 10 years (dates not disclosed) | Led a national team, set sales/marketing strategy, and oversaw risk for real estate in Commercial Banking. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S.S. Potomac Association | Board affiliation (past) | Not disclosed | Community/board engagement. |
| Berkeley Repertory Theatre | Board affiliation (past) | Not disclosed | Community/board engagement. |
| American Heart Association | Board affiliation (past) | Not disclosed | Community/board engagement. |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (year-end rate) | $522,438 | $625,000 (20% YoY increase) |
| Target Annual Bonus (% of salary) | 80% | 80% |
| Threshold / Max Bonus (% of salary) | 40% / 160% | 40% / 160% |
| Actual Cash Bonus Paid | $391,828 | $350,000 (70% of $500,000 target) |
Notes:
- Annual incentive gating: company and bank must be “well-capitalized” under all regulatory definitions.
Performance Compensation
Annual Incentive (Executive Incentive Plan) – 2024 Scorecard
| Performance Objective | Weight | Threshold | Target | Maximum | Actual | Payout Ratio | Payout Contribution |
|---|---|---|---|---|---|---|---|
| Core ROATCE | 35% | 12.2% | 13.6% | 15.0% | 7.4% | 0% | 0% |
| Core Adjusted Noninterest Expense | 25% | $172.5M | $164.3M | $156.1M | $150.7M | 200% | 50% |
| Average NIB Deposits Growth | 15% | 2.5% | 4.9% | 5.9% | 1.7% | 0% | 0% |
| Qualitative Considerations | 25% | — | — | — | — | 100% | 25% |
| Total | 100% | 75% |
- Individual adjustment: Hussain’s payout reduced to 70% of target ($350,000) versus the 75% formula result.
- Qualitative drivers considered: balance sheet repositioning, sale of $1.95B Civil loans, systems conversion and integration milestones; progress in NIM, NIB deposits, expense reduction, and TBVPS; relative TSR vs KRX peers.
Long-Term Incentives (LTI) – Structure and 2024 Grants
- Policy: 50% PSUs (3-year performance, cliff vest), 50% RSUs (ratable over 3 years); “well-capitalized” gating applies. No stock options granted in 2024.
- 2024 Annual PSU performance measures (2024–2026): Core ROAA, Core EPS (Diluted), and Relative TSR vs KBW NASDAQ Regional Banking Index; threshold 50%, target 100%, max 200%. Goals disclosed post-performance.
- 2024 grants to Hussain:
- RSUs: 21,914 shares on 2/27/2024; grant date fair value $312,494; vest annually over 3 years beginning 2/27/2025.
- Annual PSUs: Target 20,903 shares on 3/22/2024; grant date fair value $371,658; performance as above.
- Stockholder Value Creation Award (market-condition PSUs): 169,033 target shares on 5/23/2024; grant date fair value $1,326,909; vest if VWAP reaches $28.73 for 20 consecutive trading days within 4 years and continued service through the 4th anniversary.
| 2024 LTI Grants (Hussain) | Grant Date | Type | Shares/Target | Grant Date Fair Value |
|---|---|---|---|---|
| Annual RSU | 2/27/2024 | RSU | 21,914 | $312,494 |
| Annual PSU (2024–2026) | 3/22/2024 | PSU | 20,903 target | $371,658 |
| Stockholder Value Creation Award | 5/23/2024 | PSU (market) | 169,033 target | $1,326,909 |
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards
- Beneficial ownership (record date 3/14/2025): 47,560 shares; <1% of outstanding.
- Outstanding equity (12/31/2024):
- Unvested RSUs: 2/27/2024 (21,914; $338,790), 2/23/2023 (5,887; $91,013), 3/1/2022 (2,456; $37,970). Market value based on $15.46 close.
- Unearned PSUs: 3/22/2024 (20,903; $323,160), 5/23/2024 (169,033; $2,613,250).
| Grant | Vesting/Performance Period | Unvested/Unearned Shares | Market/Pay-out Value |
|---|---|---|---|
| RSU 3/1/2022 | 3-year, annual tranches | 2,456 | $37,970 |
| RSU 2/23/2023 | 3-year, annual tranches | 5,887 | $91,013 |
| RSU 2/27/2024 | 3-year, annual tranches | 21,914 | $338,790 |
| PSU 3/22/2024 | 2024–2026 (Core ROAA/EPS, Rel. TSR) | 20,903 | $323,160 |
| PSU 5/23/2024 | Market condition (VWAP $28.73 x 20 days + service) | 169,033 | $2,613,250 |
Alignment and Policy Highlights:
- Officer stock ownership guidelines: NEOs must own ≥100% of after-tax base salary; as of 12/31/2024, all NEOs exceeded guidelines (allowance for <3 years in role).
- Anti-hedging and anti-pledging: Hedging, short selling, and pledging of company shares prohibited.
- Options: No stock options or option-like awards were granted in 2024.
Employment Terms
- Agreement status: Hussain does not have an individual employment agreement; he participates in the Executive Change in Control Severance Plan (CIC Severance Plan) and the Employee Severance Plan.
- CIC Severance Plan: Double-trigger—if within 12 months following a change in control, terminated without cause or resigns for good reason, he receives cash severance and continued health benefits per plan terms; equity accelerates per award agreements (PSUs pro-rata at target or actual if measurable).
- Employee Severance Plan (adopted Feb 2025): Upon an eligible “Employment Loss,” cash severance equals one week of base pay per full year of service (minimum 16 weeks for EVP) plus certain health benefits continuation through the month of Employment Loss.
- Clawbacks: Robust recoupment policy permits forfeiture/recoupment upon restatements, incorrect metric calculations, and misconduct; separate Dodd-Frank/NYSE-compliant policy for executive officers applies to incentive compensation received on/after Oct 2, 2023.
- Tax gross-ups: No tax gross-ups on change-in-control benefits.
Potential Payments (as of 12/31/2024 measurement assumptions)
| Scenario (Hamid Hussain) | Base Salary Multiple | Bonus Equivalent | RSUs (acceleration) | PSUs (acceleration) | Health Benefits | Other | Total |
|---|---|---|---|---|---|---|---|
| After change in control + involuntary termination without cause / voluntary termination with good reason | $937,500 | $750,000 | $467,773 | $721,761 | $48,429 | — | $2,925,464 |
| Termination qualified as Employment Loss (Employee Severance Plan) | $192,308 | — | — | — | — | — | $192,308 |
| Death or Disability | — | — | $467,773 | $721,761 | $250,000 | — | $1,439,534 |
Notes:
- Equity acceleration values based on $15.46 closing price on 12/31/2024; PSUs pro-rata at target (or actual if measurable) per plan.
- For CIC severance eligibility, the PacWest Merger constituted a change in control under plan definitions.
Investment Implications
- Incentive alignment: 2024 pay mix emphasizes performance—annual plan paid at 70% of target for Hussain, reflecting mixed operating results (expense discipline, but sub-threshold Core ROATCE and NIB growth). The 2024–2026 PSU program ties vesting to Core ROAA/EPS and Relative TSR, aligning multi-year value creation with payouts.
- Share-price catalyst: The Stockholder Value Creation PSUs vest only if BANC achieves a $28.73 VWAP for 20 consecutive trading days within four years (plus service), creating a clear price-based hurdle that can influence management focus and investor expectations.
- Vesting calendar and potential selling pressure: 2024 RSUs begin vesting on 2/27/2025 and annually thereafter; unvested RSUs and material PSU targets represent future settlement events that can add incremental float upon vest. Hedging/pledging prohibitions reduce misalignment risk.
- Retention and downside protection: Double-trigger CIC severance with meaningful cash components and equity acceleration supports retention through integrations/strategic transitions; no individual contract suggests standardization of protections; clawbacks mitigate risk-taking. No tax gross-ups.
- Ownership and guidelines: Direct ownership of 47,560 shares (under 1% of outstanding) plus substantial unvested equity; NEOs exceed ownership guidelines, supporting alignment.