Olivia Lindsay
About Olivia Lindsay
Executive Vice President and Chief Risk Officer (CRO) at Banc of California since January 1, 2023; joined the bank in 2016 after 15 years at MUFG Union Bank, including as Managing Director in the Performance Excellence Group. Age 45; B.S. in Business Administration (International Business) from USC; Lean Six Sigma certified; expertise spans BSA/AML, enterprise risk, third‑party risk, and exam/governance oversight. Company performance context during her CRO tenure includes net interest margin expansion by 135 bps to 3.04%, noninterest expense down 36% from normalized 4Q23, average noninterest‑bearing deposits up to 29.1% in 4Q24, and Q4’24 annualized ROATCE of 7.4% (FY’24 ROATCE 4.4%); stock performance tracked or outperformed the KBW Regional Bank Index amid merger execution and balance sheet repositioning .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MUFG Union Bank | Various roles incl. Managing Director, Performance Excellence Group | ~15 years (pre‑2016) | Led risk/control framework and operational process optimization initiatives across BSA/AML and operations . |
| Banc of California | Deputy CRO; Deputy BSA Officer | 2016–2022 | Built/ran risk processes ahead of elevation to CRO; oversight of BSA/AML operations . |
| Banc of California | EVP, Chief Risk Officer | 2023–present | Oversees enterprise risk management, BSA/AML, and bank‑wide risk program during integration and balance sheet repositioning . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hope Builders (Orange County) | Board member | Not disclosed | Workforce development and mentorship for young adults; community engagement . |
Fixed Compensation
- Individual salary, target bonus, and actual bonus for Ms. Lindsay were not disclosed; she was not a Named Executive Officer (NEO) in 2024, and detailed pay tables cover NEOs only .
- Company program design (context): executives receive base salary plus an annual cash incentive with caps and objective metrics; NEO base salaries were reviewed and increased post‑PacWest merger to reflect larger scale/complexity (illustrative for program structure) .
Performance Compensation
Company annual executive incentive plan design and 2024 outcomes (NEO framework; indicative of executive incentives):
| Metric | Weight | Threshold (50% payout) | Target (100%) | Maximum (200%) | Actual Achieved | Payout Ratio Achieved | Notes |
|---|---|---|---|---|---|---|---|
| Core ROATCE (4Q24 annualized) | 35% | 12.2% | 13.6% | 15.0% | 7.4% | 0% | Below threshold; no payout on this component . |
| Core Adjusted Noninterest Expense (4Q24, $mm) | 25% | 172.5 | 164.3 | 156.1 | 150.7 | 200% | Achieved > max; 50% contribution to total payout . |
| Avg. Noninterest‑Bearing Deposits Growth (YoY 4Q24) | 15% | 2.5% | 4.9% | 5.9% | 1.7% | 0% | Below threshold; no payout on this component . |
| Qualitative Considerations | 25% | — | — | — | CNG Committee judgment | 100% | Recognized merger integration, balance sheet repositioning, NIM expansion, TBVPS growth . |
| Total Payout | 100% | — | — | — | — | 75% | Company‑level outcome for NEO plan . |
Long-term equity design (company program):
- Annual LTI split: 50% PSUs (3‑year performance) and 50% RSUs (3‑year ratable vesting). 2024 PSU metrics: three equal components for Core ROAA (3‑year), Core EPS (3‑year), and relative TSR vs. KRX; “well‑capitalized” gating requirement applies .
- Special Stockholder Value Creation Award (granted May 23, 2024 to certain leaders, including some NEOs): 100% PSUs vest only if stock achieves $28.73 VWAP for 20 consecutive trading days within 4 years plus continued service through year 4; designed to share ~1.46% of incremental market cap with management at target, with strong shareholder alignment; unanimous supportive feedback in outreach cited .
- Note: Individual grants for Ms. Lindsay are not disclosed; details above describe program structure and specific NEO grants/outcomes .
Equity Ownership & Alignment
| Topic | Details | Applicability |
|---|---|---|
| Beneficial ownership (individual) | Not individually broken out for Ms. Lindsay in the beneficial ownership table; all execs/directors as a group: 4,271,071 shares (2.69%) as of 3/14/2025 | Group total shown; Ms. Lindsay not itemized . |
| Stock ownership guidelines | CEO 300% of after‑tax salary; other NEOs 100% of after‑tax salary; expectation to reach within 3 years; as of 12/31/2024 each NEO then employed exceeded guidelines (allowance for tenure) | Indicates senior officer emphasis on ownership; Ms. Lindsay’s specific compliance not disclosed . |
| Anti‑hedging/pledging | Prohibits short selling, options trading, hedging, pledging, and margin purchases by directors/officers/employees | Reduces misalignment risk and hedging‑related signals . |
| Clawbacks | Discretionary recoupment policy since 2017 (restatements, miscalculated metrics, misconduct) plus separate Dodd‑Frank/NYSE policy for Section 16 officers effective 10/2/2023 | Strengthens pay‑for‑performance and risk discipline . |
| Vesting norms | RSUs: 3 equal annual tranches; PSUs: 3‑year performance period; special 2024 PSUs: 4‑year service plus $28.73 VWAP trigger | Company practice; individual grants for Ms. Lindsay not disclosed . |
Employment Terms
| Element | What’s disclosed | Evidence |
|---|---|---|
| Employment agreement | No specific employment agreement for Ms. Lindsay disclosed; agreements highlighted for CEO and CFO | Ms. Lindsay not listed among executives with employment agreements . |
| CIC/severance plans | CIC Severance Plan participants highlighted (Dotan, Hussain; Sotoodeh prior to departure). Employee Severance Plan (Feb 2025) covers Corsini, Dotan, Hussain. Ms. Lindsay not cited. | Ms. Lindsay not named among participants in disclosed plans . |
| Non‑compete/Non‑solicit | Not disclosed for Ms. Lindsay | — |
| Pledging/Hedging | Prohibited for officers | Company policy . |
| Equity acceleration | Company award agreements provide accelerated vesting upon certain terminations post‑CIC (PSUs at ≥ target or actual, pro‑rata as applicable) | Program mechanics disclosed (applies to award holders) . |
Performance & Track Record (Context for Risk Leadership)
- 2024 execution highlights: sold ~$1.95B of Civic loans; repositioned >$700mm securities; reduced noninterest expense by 36% vs. normalized 4Q23; reduced wholesale funding to 10.3%; increased C&I mix to 30.1%; improved NIM by 135 bps to 3.04%; average NIB deposits reached 29.1% in 4Q24 .
- Financial outcomes: Q4’24 annualized ROATCE 7.4% (gating metric in plan); FY’24 ROATCE 4.4% (combined company); TBVPS improved YoY to $15.72 at 12/31/24 .
- TSR alignment: shares “closely aligned with or outperformed” the KRX during 2024, reflecting progress on integration and profitability .
Compensation Committee/Peer Group Context (Benchmarking Reference)
- 2024 say‑on‑pay support: ~96% approval; committee uses Meridian as independent consultant .
- 15‑company peer group (regional banks) used post‑merger to size compensation opportunity appropriately; targeted median for CEO; metrics emphasize Core EPS/ROAA/ROATCE, expense efficiency, and NIB deposit growth .
Investment Implications
- Alignment and risk posture: CRO role with deep BSA/AML and enterprise risk credentials supports disciplined balance‑sheet repositioning and regulatory posture; anti‑hedging/pledging and robust clawbacks materially restrain misalignment and promote long‑term value orientation .
- Retention risk: No individual contract or CIC/severance disclosure for Ms. Lindsay (contrast with CEO/CFO and select execs), which limits visibility into her economics under adverse scenarios; however, company‑wide equity design and ownership guidelines foster retention/ownership culture among senior officers .
- Incentive levers and near‑term signals: Company’s 2024 incentive results (75% payout for NEO plan) tied to expense discipline and qualitative execution, with no payout on ROATCE/NIB growth components—suggests continued internal focus on core profitability and deposit mix; special price‑contingent PSUs for select leaders intensify emphasis on sustained stock performance thresholds, potentially reducing near‑term selling pressure while awards remain unearned .
- Execution risk: Integration gains are substantial but require ongoing credit/risk vigilance as C&I mix rises and wholesale funding falls; CRO oversight across credit/operational/compliance risk plus active board Risk Committee cadence (quarterly reporting) mitigates—but does not eliminate—execution risk amid growth .
Notes: All company‑level compensation program features and outcomes are presented for context; Ms. Lindsay’s individual pay, grants, ownership, and severance terms were not separately disclosed in the 2025 proxy and therefore are not attributed to her personally .