Joseph Rice
About Joseph J. Rice
Independent director of Banc of California (BANC); Age 60; director since 2023. Rice spent 30 years at Wells Fargo in senior credit risk and operational risk roles (including Chief Credit Officer and Chief Operational Risk Officer), and is designated by the Board as an “audit committee financial expert.” He currently serves as EVP of Operations at Nammi Therapeutics (private biotech) and holds a BS in Civil Engineering from UCLA and an MBA from UC Berkeley. He is independent under NYSE standards and serves on the Audit and Enterprise Risk Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo & Co. | Chief Credit Officer; Chief Operational Risk Officer; senior roles across commercial credit | 30 years | Led risk management, regulatory, and customer remediation projects; led CRE and small business loan workout units |
| Wells Fargo & Co. | Led special project teams | Various | Directed risk, regulatory, and remediation efforts |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nammi Therapeutics, Inc. (private) | Executive Vice President of Operations | Since 2022 | Operational leadership |
| The Music Center of Los Angeles County | Board member (nonprofit) | Not disclosed | Community engagement |
| The Painted Turtle (children’s medical camp) | Board member (nonprofit) | Not disclosed | Community engagement |
Board Governance
- Committee assignments: Audit Committee (member); Enterprise Risk Committee (member). Not a chair.
- Audit Committee qualifications: Board-designated “audit committee financial expert.” Audit Committee comprised entirely of independent directors.
- Risk Committee composition: chaired by Mary A. Curran; Rice is a member.
- Independence: All nominees except the CEO are independent; Rice qualifies as independent.
- Attendance: In 2024, every director attended at least 75% of Board and committee meetings; Board held 8 meetings; Audit 13, Risk 9, CNG 7, Finance 5. Independent director-only sessions held regularly.
- 2023 attendance: each director attended at least 75%; Board held 14 meetings; Audit 12, Risk 8, CNG 8, Finance 7.
Fixed Compensation
- Non-employee director program: Annual retainer $160,000 (50% cash; 50% RSUs vest after one year); Chair fees: Board $85,000; Audit Chair $20,000; CNG Chair $15,000; Enterprise Risk Chair $15,000; Finance Chair fee not paid (CEO chairs). RSUs accelerate upon change in control, death/disability, or qualifying termination; cash paid quarterly in advance.
| Compensation Element | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $51,263 | $80,000 |
| Stock Awards (grant-date fair value, $) | $110,008 | $80,007 |
| All Other Compensation ($) | $1,373 (RSU dividends) | $641 (RSU dividends) |
| Total ($) | $162,644 | $160,648 |
Performance Compensation
- Equity vehicle: Time-vested RSUs only (no options for directors); RSUs granted annually following the annual meeting; 2024 RSUs vest in full on May 9, 2025.
- Change-in-control: Director RSUs subject to acceleration upon change in control, death/disability, or qualifying termination.
| RSU Grant Detail | 2023 | 2024 |
|---|---|---|
| Number of RSUs Granted | 10,066 | 5,366 |
| Unvested RSUs at Year-End | 3,203 (as of 12/31/2023) | 5,366 (as of 12/31/2024) |
| Vest Date | Vested prior RSUs accelerated at PacWest merger closing; new RSUs vest May 9, 2024 | Vest in full May 9, 2025 |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Financial/ESG/TSR metrics | Not applicable; director equity is time-vested RSUs (no performance metrics) |
Other Directorships & Interlocks
| Company | Role | Public? | Notes |
|---|---|---|---|
| Nammi Therapeutics, Inc. | EVP Operations | Private | No disclosed conflict with BANC’s business |
| Nonprofit boards (Music Center; The Painted Turtle) | Director | Nonprofit | Community engagement; no disclosed related-party transactions |
- No other public company directorships disclosed for Rice; no interlocks with competitors, suppliers, or customers disclosed.
Expertise & Qualifications
- 30 years in commercial credit and operational risk management; senior roles at Wells Fargo (Chief Credit Officer; Chief Operational Risk Officer).
- Audit committee financial expert designation; deep banking risk oversight experience.
- Education: BS Civil Engineering (UCLA); MBA (UC Berkeley).
Equity Ownership
| Ownership Component | Shares / Detail |
|---|---|
| Voting Common Stock held | 29,666 |
| RSUs/PSUs vesting within 60 days | 5,366 |
| Total Beneficially Owned | 35,032 |
| Ownership % of Outstanding | <1% (asterisk in table indicates less than 1%) |
| Indirect holdings (trusts) | 9,500 shares in Joseph & Monica Rice Revocable Trust; 10,000 shares in Joseph J. Rice 2012 Irrevocable Trust (Rice as trustee) |
| Director Stock Ownership Guidelines | Directors must own ≥5× annual base cash retainer within 5 years; as of 12/31/2024 all directors complied, with allowance for <5-year tenure. |
| Hedging/Pledging | Company policy prohibits hedging, short sales, margin purchases, and borrowing against accounts holding Company securities. |
Governance Assessment
- Board effectiveness: Risk and audit committee memberships match Rice’s expertise; “financial expert” designation enhances oversight credibility.
- Independence & attendance: Independent under NYSE standards; met ≥75% attendance threshold; Board and committee cadence indicates active governance.
- Pay alignment: Director compensation 50/50 cash–equity with one-year vesting; modest RSU dividends; no options; no meeting fees; aligns with shareholder interests.
- Ownership alignment: Beneficial ownership plus unvested RSUs; compliance with director ownership guidelines supports skin-in-the-game.
- Conflicts/related-party exposure: No Rice-specific related-party transactions disclosed; Company maintains robust Related Party Transactions and Outside Business Activity policies overseen by CNG Committee.
- RED FLAGS: None disclosed for Rice—no pledging, hedging, or related-party transactions; director equity is time-based RSUs without repricing.