John Eggemeyer
About John M. Eggemeyer
Chair of the Board of Banc of California, Inc. (BANC); independent director with over 40 years in banking and 75+ bank acquisitions; founder and Managing Principal of Castle Creek Capital LLC. Age 79; joined BANC’s Board November 30, 2023 via the PacWest merger; currently serves as independent Chair of the Company (separate from the CEO) and is designated independent under NYSE standards . Education: B.S. Northwestern University; MBA University of Chicago; life trustee of Northwestern (Investment Committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PacWest Bancorp / Pacific Western Bank | Chairman (PacWest), Director (Pacific Western) | 2000–2023 | Led board through growth and transactions before merger into BANC |
| Guaranty Bancorp | Founder and Director | 2004–2018 | Founder; community banking expertise |
| The Bancorp, Inc.; Heritage Commerce Corporation; TCF Financial Corporation; Western Bancorp; American Financial Realty | Director | Various prior years | Multiple bank board roles; deep M&A/industry oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Primis Financial Corporation | Director | Current | Banking sector board service |
| Northpointe Bancshares, Inc. (NYSE: NPB) | Director | Current | Public company board service |
| American Savings Bank | Director | Current | Banking sector board service |
Board Governance
- Leadership and independence: Chair and CEO roles are separated; if Chair were not independent, a Lead Independent Director would be appointed—currently unnecessary as Mr. Eggemeyer is independent .
- Committee assignments (BANC): Member, Compensation, Nominating & Corporate Governance (CNG) Committee; Member, Finance Committee; Not on Audit or Enterprise Risk Committees .
- Attendance and engagement: Board held 8 meetings in 2024; each director attended at least 75% of Board and committee meetings; independent director sessions were held regularly .
- Committee activity (2024): Audit (13 mtgs), CNG (7), Risk (9), Finance (5) .
- Director election support (2024): Eggemeyer received 115,750,413 For vs 1,267,441 Against; elected by majority of votes cast .
- Say-on-Pay support (2024): Approved 112,451,310 For, 4,436,360 Against, 261,146 Abstain (≈96% approval) .
| 2024 Board/Committee Activity | Count |
|---|---|
| Board meetings held | 8 |
| Audit Committee meetings | 13 |
| CNG Committee meetings | 7 |
| Enterprise Risk Committee meetings | 9 |
| Finance Committee meetings | 5 |
| Eggemeyer attendance | ≥75% of Board and committee meetings |
Fixed Compensation
| Component (Non‑Employee Director Program) | Amount | Form | Notes |
|---|---|---|---|
| Annual Retainer | $160,000 | 50% cash / 50% RSUs | Equity vests at 1 year post‑grant; accelerated on CIC/death/disability/qualifying separation |
| Chair of the Board fee | $85,000 | Cash | Paid to Board Chair (Eggemeyer) |
| Committee Chair fees | Audit $20,000; CNG $15,000; ER $15,000 | Cash | Finance Chair not paid (CEO chairs) |
| Meeting fees | None disclosed | — | No meeting fees listed |
| 2024 Director Compensation (Eggemeyer) | Amount |
|---|---|
| Fees earned/paid in cash | $165,000 |
| Stock awards (grant date fair value) | $80,007 |
| All other compensation (dividends on awards) | $641 |
| Total | $245,648 |
Performance Compensation
| Equity Award (2024) | Shares/Units | Grant Feature | Vesting |
|---|---|---|---|
| RSUs (Annual director grant) | 5,366 | Equity portion of retainer; ASC 718 fair value reported | Fully vest on May 9, 2025 |
| RSU vesting terms (program) | — | Fully vest on 1‑year anniversary of grant; accelerate on CIC/death/disability/qualifying separation | Annual grants following annual meeting |
No director performance metrics (e.g., TSR/ROE targets) are applied to director equity; grants are time‑based RSUs per program design .
Other Directorships & Interlocks
| Company | Capacity | Interlock/Related-Party Note |
|---|---|---|
| Primis Financial Corporation | Director | None disclosed as related party to BANC |
| Northpointe Bancshares, Inc. (NYSE: NPB) | Director | None disclosed as related party to BANC |
| American Savings Bank | Director | None disclosed as related party to BANC |
| Prior: PacWest Bancorp | Chairman (2000–2023) | Historical role; became BANC director at merger close (11/30/2023) |
| Warburg Pincus involvement at BANC | Not a Warburg designee | Warburg is a significant holder with board nomination right; its designee is Director Todd Schell; BANC paid ~$8.0 million to IntraFi (affiliated with Warburg funds) in 2024 |
Expertise & Qualifications
- 40+ years in banking; founder of Castle Creek Capital—one of the most active private equity investors in community banking .
- Extensive M&A experience (75+ bank acquisitions) and prior chairmanship of PacWest Bancorp .
- Governance credentials: independent Board Chair; member of CNG and Finance Committees; background aligns with strategic oversight and board composition needs .
Equity Ownership
| Ownership Detail (Record Date: March 14, 2025) | Amount |
|---|---|
| Voting common stock owned | 195,956 shares (includes 18,721 shares in an IRA) |
| RSUs/PSUs vesting within 60 days | 5,366 shares |
| Total beneficial ownership | 201,322 shares (<1% of outstanding) |
| Shares pledged/hedged | None disclosed; policy prohibits hedging and pledging of Company shares |
| Director ownership guideline | 5x annual base cash retainer within 5 years; all directors compliant as of 12/31/2024 (allowance for <5-year tenure) |
Governance Assessment
-
Strengths
- Independent Board Chair with deep banking and M&A expertise; separation of Chair/CEO roles supports oversight .
- Active committee service on CNG and Finance; CNG retains an independent consultant (Meridian) and reports no interlocks; robust related‑party transaction and outside business activity policies .
- Strong engagement: all directors met ≥75% attendance; independent sessions held regularly; high shareholder support for Eggemeyer’s election and 2024 Say‑on‑Pay (~96%) .
- Director pay structure balanced (50/50 cash/equity retainer), with straightforward one‑year RSU vest; no meeting fees; transparent disclosures .
-
Watch items / potential red flags to monitor
- Related‑party exposure via significant shareholder Warburg Pincus: board nomination right and material services relationship with IntraFi (≈$8.0 million paid in 2024). Not attributed to Eggemeyer personally, but represents a governance sensitivity area requiring continued CNG/Audit oversight .
- Bank Board is chaired by the CEO while Company Board is chaired by Eggemeyer; while common in bank holding companies, investors may evaluate the dynamic of dual-board leadership for clarity of risk and financial oversight lines .
No related‑party transactions involving Mr. Eggemeyer or Castle Creek were disclosed; no pledging/hedging by directors is permitted under policy .
Appendix: Key Reference Tables
| Director Election (May 9, 2024) | For | Against | Abstain |
|---|---|---|---|
| John M. Eggemeyer | 115,750,413 | 1,267,441 | 130,962 |
| 2024 Say‑on‑Pay | For | Against | Abstain |
|---|---|---|---|
| Advisory approval | 112,451,310 | 4,436,360 | 261,146 |
| 2024 Director RSU Grant | Units | Vest Date |
|---|---|---|
| Eggemeyer | 5,366 | May 9, 2025 |
| 2024 Director Compensation (Eggemeyer) | Cash | Stock Awards (FV) | All Other | Total |
|---|---|---|---|---|
| Amounts | $165,000 | $80,007 | $641 | $245,648 |