Jared Wolff
About Jared Wolff
Jared M. Wolff, age 55, has served as CEO and President of Banc of California, Inc. and the Bank since 2019; he is Vice Chair of the Company’s Board and Chair of the Bank’s Board . He previously was EVP & General Counsel at City National Bank, and President/Director of Pacific Western Bank after serving as EVP & General Counsel of PacWest Bancorp; he began his career at Sullivan & Cromwell. He holds a B.A. (Duke), M.A. in French (Middlebury), and J.D. (University of Michigan) . In 2024, BANC executed on merger integration and balance sheet repositioning, expanding net interest margin by 135 bps YoY to 3.04%, reducing adjusted noninterest expense 36% vs normalized 4Q23, and improved capital/tangible book value; 4Q24 ROATCE was 7.4% and FY24 adjusted net earnings available to common were $112.0m . Relative stock performance tracked or outperformed the KBW Regional Bank Index in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| City National Bank (RBC) | EVP & General Counsel; Executive Committee member | Pre-2019 | Senior legal/executive leadership at $90B regional bank |
| PacWest Bancorp / Pacific Western Bank | President & Director (PWB); EVP & General Counsel (PACW) | Pre-2019 | Oversaw >20 acquisitions; deal execution capability |
| Sullivan & Cromwell LLP | Attorney | Early career | Corporate/M&A legal foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| WSJ CEO Council; CEO Council of Los Angeles | Member | Current | Executive leadership forums |
| Mid-Size Bank Coalition of America | Board of Directors | Current | Industry advocacy/governance |
| FTV Capital | Strategic Advisory Board | Current | Fintech investor advisory |
| de Toledo High School | Board of Trustees | Current | Non-profit governance |
| YPO | Member | Current | Executive network |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 864,167 | 872,195 | 1,043,269 (paid) / annual rate $1,050,000 |
| Target Bonus (% of Base) | 100% (prior program) | 100% (prior program) | 150% (max 300%) |
| Actual Cash Bonus Paid ($) | 787,500 | 1,312,500 | 1,181,250 (75% of target) |
Notes: On May 17, 2024, BANC amended and restated Wolff’s employment agreement, raising target bonus to 150% of base and increasing annual LTI target to 250% of base; the Board also approved a $2.2m cash retention bonus subject to prorated clawback if he resigns/terminated-for-cause before April 30, 2027 .
Performance Compensation
| Metric | Weight | Threshold | Target | Max | Actual | Payout Ratio | Payout Contribution |
|---|---|---|---|---|---|---|---|
| 4Q24 Core ROATCE | 35% | 12.2% | 13.6% | 15.0% | 7.4% | 0% | 0% |
| 4Q24 Core Adjusted Noninterest Expense ($m) | 25% | 172.5 | 164.3 | 156.1 | 150.7 | 200% | 50% |
| 4Q24 Avg NIB Deposits Growth | 15% | 2.5% | 4.9% | 5.9% | 1.7% | 0% | 0% |
| Qualitative Considerations | 25% | — | — | — | Committee-judged | 100% | 25% |
| Total | 100% | 75% (downward discretion for some NEOs) |
Long-term incentives: Annual grants split ~50% PSUs (3-year performance on Core ROAA, Core EPS, and Relative TSR vs KRX) and ~50% RSUs (3-year ratable vesting); PSUs gate on “well-capitalized” status . In May 2024, BANC granted a one-time Stockholder Value Creation Award of 100% PSUs vesting only if VWAP reaches $28.73 for 20 consecutive trading days within 4 years plus continuous service to 4th anniversary; Wolff received 606,829 PSUs (grant-date fair value $4.76m). Award structure implies 109% price increase from $13.77 grant VWAP and a 1.46% management “sharing ratio” of incremental market cap at achievement; awards were widely supported in shareholder outreach .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 313,631 shares (Wolff Family Trust); <1% of outstanding |
| Vested vs Unvested (as of 12/31/24) | Unvested RSUs: 8,164 (2022), 18,075 (2023), 92,041 (2024). Unvested PSUs: 87,793 (2024 3-year), 606,829 (2024 Stockholder Value Creation) |
| Options | No stock options awarded/held; no repricing permitted |
| Ownership Guidelines | CEO must hold ≥300% of after-tax base salary; executives exceeded guidelines as of 12/31/24 |
| Hedging/Pledging | Prohibited; insider trading policy on file (10-K Exhibit 19.1) |
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement | Amended & Restated CEO Employment Agreement effective May 17, 2024; term through April 30, 2027; auto-renewal in one-year terms from May 1, 2027 (not beyond April 30, 2029) |
| Base Salary | $1,050,000 (effective Jan 1, 2024 through Feb 28, 2025; thereafter set by CNG Committee, not reducible without consent) |
| Annual Bonus | Performance-based; target 150% of base; max 300% |
| LTI | Annual LTI target increased to 250% of base; mix of PSUs/RSUs; plus 2024 price-conditioned PSUs |
| Retention | $2.2m cash retention bonus; prorated clawback if resignation/termination for cause before Apr 30, 2027 |
| Clawbacks | Legacy (since 2017) discretionary recoupment for restatements/miscalculations/misconduct; plus NYSE/SEC Dodd-Frank mandatory clawback for Section 16 officers (effective 2023) |
| Severance (Non‑CIC) | 2x base salary + 2x bonus; up to 36 months health benefits; 24‑month non-solicitation |
| Severance (CIC Double‑Trigger) | 3x base salary + 3x bonus; equity acceleration per award terms; up to 36 months health benefits; 24‑month non-solicitation |
| Death/Disability | 1x bonus; pro-rata treatment on PSUs per plan; health benefits |
Multi-Year Compensation (Summary Compensation Table extract)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 864,167 | 872,195 | 1,043,269 |
| Bonus | — | — | 2,200,000 (retention) |
| Stock Awards (Grant-Date Fair Value) | 4,017,585 | 1,601,980 | 7,637,070 (incl. price PSUs) |
| Non‑Equity Incentive Plan | 787,500 | 1,312,500 | 1,181,250 |
| All Other Compensation | 77,057 | 143,499 | 67,686 |
| Total | 5,746,309 | 3,930,174 | 12,129,275 |
Grant details (2024): RSUs 92,041 shares ($1.31m); PSUs (3-yr) 87,793 target ($1.56m; max $2.44m); PSUs (price) 606,829 ($4.76m) .
Board Governance
- Roles and independence: Wolff is Vice Chair of the Company’s Board (not independent) and CEO/President; he is Chair of the Bank’s Board. Board Chair (Company) is independent (John Eggemeyer). 11 of 12 directors are independent; Chair/CEO roles are separated .
- Committees: Wolff chairs the Finance Committee and serves on the Enterprise Risk Committee; employee directors receive no board fees .
- Meetings/attendance: Board held 8 meetings in 2024; all directors attended ≥75% of board and applicable committee meetings .
- Say‑on‑Pay: 96% support at 2024 annual meeting; Say‑on‑Frequency recommendation for annual votes at 2025 meeting .
Director Compensation (Employee Director)
- As CEO, Wolff received no separate compensation for board service in 2024 .
Compensation Peer Group and Benchmarking
- 2024 peer group (15 banks) includes Bank of Hawaii, East West, Bank OZK, Old National, Pinnacle, Prosperity, Texas Capital, UMB, United Bankshares, Valley, F.N.B., Fulton, Hancock Whitney, BankUnited, Columbia Banking System .
- CEO 2024 package targeted near the median of the updated peer group; changes reflect increased size/complexity post-merger .
Related Party and Policy Highlights
- Anti‑hedging/pledging: Prohibited for directors/officers/employees .
- Clawbacks: Legacy discretionary policy since 2017 and mandatory Dodd‑Frank/NYSE policy adopted in 2023 .
- Warburg Pincus investment/agreements: Significant 2023 investment with board nomination rights; BANC paid ~$8.0m to IntraFi (affiliate with Warburg representation) for insured cash sweep services in 2024 .
Performance & Track Record
| Measure | 2024 Outcome |
|---|---|
| Net earnings (GAAP) | $126.9m |
| 4Q24 ROATCE (annualized) | 7.4% (scorecard actual) |
| Net interest margin change | +135 bps YoY to 3.04% |
| Adjusted noninterest expense | 4Q24 $150.7m excl. customer-related; 36% reduction vs normalized 4Q23 |
| Deposit mix | Noninterest-bearing deposits increased to ~29% of total |
| Strategic actions | ~$1.95b Civic loan sales; ~$0.7b securities repositioning; core systems conversion |
| TSR context | Aligned with/outperformed KRX in 2024 |
Investment Implications
- Pay-for-performance alignment: 2024 annual bonus paid at 75% of target driven by outsized cost controls (200% payout on noninterest expense metric) but below-threshold ROATCE/NIB deposit growth; 50% of LTI is 3-year PSUs with ROAA/EPS/relative TSR and a capital “well‑capitalized” gate, reinforcing multi-year alignment .
- Retention and overhang: A $2.2m cash retention bonus (clawback through Apr 30, 2027) and a high‑bar price‑conditioned PSU (VWAP $28.73 for 20 days within 4 years plus service) strongly tie upside to material value creation; at grant, required ~109% stock price increase and <1.5% management share of incremental market cap .
- Governance structure: Separated Chair/CEO roles; CEO is Vice Chair and chairs the Finance Committee, while independence is maintained at Board/Committee levels; employee directors receive no board fees, and hedging/pledging is prohibited—limiting misalignment risks .
- Downside protection and risk controls: Double‑trigger equity vesting on CIC, robust clawbacks, no tax gross‑ups, and prohibition on option repricing reduce shareholder‑unfriendly outcomes; severance at 2x (non‑CIC) and 3x (CIC) salary+bonus is standard for regional banks of similar scale .
Overall, compensation design and ownership policies emphasize multi-year value creation, retention during the merger integration window, and downside risk controls, while 2024 operating execution (cost control, balance sheet repositioning) underpins improving profitability metrics and TSR alignment relative to peers .