Ido Dotan
General Counsel, Chief Administrative Officer, and Corporate Secretary at BANC OF CALIFORNIA
Executive
About Ido Dotan
Ido Dotan is Executive Vice President, General Counsel, Chief Administrative Officer, and Corporate Secretary at Banc of California, appointed GC and Corporate Secretary effective May 28, 2019 and additionally named Chief Administrative Officer effective January 1, 2023 . He holds a BS in Business Administration from USC Marshall and a JD from USC Gould, is admitted to practice law in California, and was age 44 in the 2024 proxy . His compensation is tied to performance metrics including Core EPS, Core ROAA, and relative TSR vs the KBW NASDAQ Regional Banking Index through PSUs, alongside annual incentive metrics emphasizing Diluted Core EPS and credit quality (Adjusted NPA/Loans+OREO), with capped payout mechanics and risk gating . Company policies prohibit hedging and pledging of company stock and include robust clawback frameworks (legacy and Dodd-Frank/NYSE-compliant), indicating alignment with shareholder interests and governance rigor .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carrington Mortgage Holdings, LLC | EVP, Assistant General Counsel, Corporate Secretary | — | Supported mortgage servicing/origination, real estate logistics, and services; transactional, regulatory, governance counsel |
| Arch Bay Capital, LLC | Chief Legal Officer | — | Led legal for investment manager specializing in real estate and mortgage services |
| Thompson National Properties, LLC | Associate GC then Chief Legal Officer | — | Corporate governance and transactional leadership for commercial real estate firm/REIT sponsor |
| Sullivan & Cromwell LLP; Fried, Frank, Harris, Shriver & Jacobson LLP | Associate (M&A, capital markets, structured finance, governance) | 2004–2010 | Advised public/private companies and financial institutions on complex transactions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orange County United Way | Director | — | Community engagement on education, homelessness, and veterans initiatives |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $410,800 | $442,688 | $570,223 |
| Stock Awards (Grant-date FV) | $742,584 | $445,820 | $1,956,329 |
| Non-Equity Incentive (Annual Cash) | $205,400 | $250,000 | $345,000 |
| All Other Compensation | $17,981 | $42,468 | $32,471 |
| Total Compensation | $1,376,765 | $1,180,976 | $2,904,023 |
Additional context:
- Base salary increased to $450,800 as of December 31, 2023 tied to his promotion to CAO; 2023 NEO salaries otherwise remained flat .
- Annual incentive opportunity mechanics in 2023: payout ranges 0–150% of target; for Dotan, annual incentive opportunity set at threshold 25%, target 50%, maximum 75% of base salary .
Performance Compensation
Annual Incentive (Cash) – 2023 Metrics and Weights
| Metric | Weighting | Notes |
|---|---|---|
| Diluted Core EPS | 55% | Objective financial performance; linear interpolation between threshold/target/max |
| Adjusted NPA/Loans + OREO ratio | 20% | Credit quality metric adjusted to exclude single-family non-performing assets/loans |
| Qualitative considerations | 25% | Committee discretion for strategic/regulatory execution (e.g., PacWest Merger completion) |
| Gating condition | — | Company and Bank must be “well-capitalized” under all regulatory definitions |
Estimated possible payout ranges (2023):
| Payout Range | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| Non-Equity Incentive Opportunity | $112,700 | $225,400 | $338,100 |
Actual annual incentive paid: $250,000 in 2023; $205,400 in 2022; $345,000 in 2024 .
Equity Awards – Grants and Vesting
2024 Grants (PSUs and RSUs):
| Grant Date | Award Type | Shares Granted | Grant-Date FV (USD) | Performance Metrics / Vesting |
|---|---|---|---|---|
| 2/27/2024 | RSU | 20,161 | $287,496 | Vests in equal annual installments over 3 years starting 1 year post-grant |
| 3/22/2024 | PSU | 19,231 | $341,924 | 3-year measures based on Core ROAA, Core EPS, and relative TSR vs KBW NASDAQ Regional Banking Index |
| 5/23/2024 | PSU (Stockholder Value Creation Award) | 169,033 | $1,326,909 | Vests if VWAP ≥ $28.73 for 20 consecutive trading days within 4 years and continued service through 4th anniversary |
2023 Grants:
| Grant Date | Award Type | Shares Granted | Grant-Date FV (USD) | Vesting |
|---|---|---|---|---|
| 2/23/2023 | RSU | 7,619 | $135,237 | Vests in one-third annual increments beginning February 23, 2024 |
| 2/23/2023 | PSU | 7,619 | $135,237 | Vested in full at target on Nov 30, 2023 upon completion of PacWest Merger |
2022 Grants:
| Grant Date | Award Type | Shares Granted | Grant-Date FV (USD) | Vesting / Performance Terms |
|---|---|---|---|---|
| 3/1/2022 | RSU | 6,272 | $123,245 | Vests in one-third annual increments beginning March 1, 2023 |
| 3/1/2022 | PSU | Target 6,272; Threshold 3,136; Max 9,408 | $118,384 | 3-year cliff vest tied to Core ROATCE and relative TSR vs KBW Nasdaq Regional Banking Index |
| 6/6/2022 | PSU (Stockholder Value Creation Award) | 45,500 | $500,955 | VWAP ≥ $35 for 20 days within 4 years plus service; cancelled at PacWest Merger effective time |
Outstanding Equity (Unvested/Unearned) as of Dec 31, 2024
| Award | Grant Date | Vesting Period | Unvested/Unearned Units (#) | Market Value (USD) |
|---|---|---|---|---|
| RSU | 3/1/2022 | 3 years | 2,091 | $32,327 |
| RSU | 2/23/2023 | 3 years | 5,079 | $78,521 |
| RSU | 2/27/2024 | 3 years | 20,161 | $311,689 |
| PSU | 3/22/2024 | 3 years | 19,231 | $297,311 |
| PSU (SVCA) | 5/23/2024 | 4 years | 169,033 | $2,613,250 |
Note: Market values use NYSE closing price $15.46 on Dec 31, 2024 .
Equity Ownership & Alignment
- Beneficial ownership trend:
- 2022: 17,491 shares; less than 1% of outstanding .
- 2023: 34,898 shares; less than 1% of outstanding .
- 2025 proxy (record date for 2024 fiscal year): 44,191 shares; less than 1% of outstanding .
| Metric | FY 2022 | FY 2023 | FY 2024 (2025 Proxy Record Date) |
|---|---|---|---|
| Beneficially Owned Shares | 17,491 | 34,898 | 44,191 |
| Ownership % of Common | <1% | <1% | <1% |
- Stock ownership guidelines: CEO 300% of after-tax base salary; other NEOs (including Dotan) 100% of after-tax base salary; compliance achieved as of Dec 31, 2022 and exceeded as of Dec 31, 2023 for NEOs, with allowance for newer executives .
- Anti-hedging/pledging: Policy prohibits short selling, options trading, hedging, and pledging of Company shares; margin purchases and borrowing against accounts holding Company securities are also prohibited (except broker-assisted cashless option exercises) .
Employment Terms
| Item | Detail |
|---|---|
| Employment start date | Appointed EVP, GC & Corporate Secretary effective May 28, 2019; appointed CAO effective January 1, 2023 |
| Employment agreement | None; only CEO and CFO have employment agreements; Dotan participates in CIC Severance Plan |
| CIC severance multiples | 1.5x base salary and 1.5x bonus; 18 months of health benefits; no non-solicit noted in the table |
| Non-CIC severance | Not specified for Dotan (dashes in table) |
| Equity acceleration terms | Under Omnibus Plan, equity awards generally require double-trigger for vesting acceleration upon CIC; performance awards deemed earned at least at target if accelerated and not replaced |
| Clawback policies | Legacy recoupment policy (board discretion on restatements/material errors or misconduct) and separate Dodd-Frank/NYSE policy adopted in 2023 covering erroneously awarded incentive compensation for Section 16 officers |
| Insider trading compliance | Anti-hedging/pledging policies; Dotan regularly signs company 8-Ks as EVP GC & Corporate Secretary (e.g., Nov 14, 2022; Mar 1, 2024) |
Investment Implications
- Pay-for-performance alignment is reinforced by the heavy use of PSUs tied to Core EPS, Core ROAA, and relative TSR, plus a stock-price VWAP hurdle in the 2024 Stockholder Value Creation Award; these structures require multi-year execution and stock performance, curbing windfalls and aligning tenure-based service with outcomes .
- Change-in-control economics for Dotan are moderate versus typical banking peers, with 1.5x salary and 1.5x bonus and 18 months of health benefits, and equity acceleration requiring double-trigger, reducing shareholder-unfriendly single-trigger risks; no tax gross-ups are provided .
- Beneficial ownership increased from 17,491 (2022) to 34,898 (2023) and 44,191 (2025 proxy record date), indicating growing skin-in-the-game during and after the PacWest merger integration period; combined with prohibited hedging/pledging, this lowers misalignment risk and potential insider selling pressure signals from pledging .
- Award treatment at PacWest merger: 2023 PSUs vested at target on transaction close; 2022 Stockholder Value Creation Award PSUs were cancelled at the effective time of the merger—important for modeling realized versus unearned equity and understanding one-time effects on reported compensation value .