Paul Burke
About Paul R. Burke
Paul R. Burke, age 62, is an independent director of Banc of California, Inc. (BANC) since 2023, joining at the closing of the PacWest Bancorp merger. He co-founded Northaven Management Inc. in 1995, focusing exclusively on equity investments in financial services, and previously spent 10 years in corporate finance/M&A at Bankers Trust. He holds an MBA from Columbia Business School and a BA in Economics from Columbia University, bringing deep financial services and M&A expertise to BANC’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PacWest Bancorp / Pacific Western Bank | Director | 2015–2023 | Prior board experience at predecessor bank enhances post-merger integration insights |
| Northaven Management Inc. | Officer & Director; Co-founder | 1995–Present | Financial services-dedicated investment management leadership |
| Bankers Trust Company | Corporate Finance / M&A officer | ~10 years (pre-1995) | Led origination/execution of M&A, restructurings, principal transactions across financial services |
| Kilowatt Labs Inc. | Managing Director & Board Member | Not disclosed | Governance and operating oversight in technology/energy storage context |
| Kinloch Holdings Inc. / Optisure Risk Holdings | Director; Chairman, President, Acting CEO | Not disclosed | Insurance brokerage leadership and turnaround/stewardship roles |
| Square 1 Financial Inc. | Director | Not disclosed | Public company banking board experience |
| Eastern Insurance Holdings Inc. | Director | Not disclosed | Public company insurance board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northaven Management Inc. | Officer & Director | 1995–Present | Private investment firm focused on financial services equity |
| Other current public company boards | — | — | None disclosed in BANC’s proxy |
Board Governance
- Committee assignments: Member, Compensation, Nominating & Corporate Governance (CNG) Committee; Member, Finance Committee .
- Not a member of Audit or Enterprise Risk Committees .
- Independence: Board determined all directors except the CEO (Wolff) are independent under NYSE standards; Burke qualifies as independent .
- Attendance: In 2024, each director attended at least 75% of aggregate Board and applicable committee meetings .
- Board leadership: Chair and CEO roles are separated; lead independent director provision exists if Chair is not independent .
Fixed Compensation
| Component | 2024 Amount | Structure/Terms | Vesting/Timing |
|---|---|---|---|
| Annual retainer (cash) | $80,000 | Half of $160,000 annual retainer paid in cash | Quarterly in advance |
| Annual retainer (equity – RSUs) | $80,007 (grant-date fair value) | Half of retainer paid in RSUs; equity awards granted annually post-annual meeting | RSUs vest fully one year after grant; 2024 RSUs vest May 9, 2025 |
| Committee chair fees | $0 | Chair fees only; Burke not a chair (Audit $20k; CNG $15k; ER $15k; Finance N/A) | N/A |
| All other compensation (dividends on RSUs) | $641 | Cash dividends accrue and are paid upon vesting | Paid at vest (no dividends on unvested/unearned shares) |
Performance Compensation
Directors do not receive performance-based incentives (no non-equity incentive awards, options, or bonus programs for non-employee directors). Equity is time-based RSUs with one-year vest; no meeting fees or retirement plans for non-employee directors .
| Metric | Applicable? | Notes |
|---|---|---|
| Annual cash bonus | No | Non-employee directors do not receive non-equity incentive plan awards |
| Performance equity (PSUs/options) | No | Director equity grants are RSUs, time-based vesting |
| Meeting fees | Not disclosed/none | Program shows retainer and chair fees; no meeting fees indicated |
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Prior public boards | PacWest Bancorp, Square 1 Financial Inc., Eastern Insurance Holdings Inc. |
| Significant shareholder interlock | Warburg Pincus affiliates own ~9.8% and have a board designee (Todd Schell); registration rights; standstill; warrants outstanding |
| Vendor relationship linked to significant shareholder | IntraFi Network LLC services agreement (~$8.0M paid in 2024); Warburg affiliates hold material investment interest; Warburg designee (Schell) sits on IntraFi board |
| Oversight of related party transactions | CNG Committee reviews and must pre-approve such transactions per policy |
Expertise & Qualifications
- Financial services investing and governance: Co-founder of Northaven; prior bank/insurance board roles .
- Corporate finance/M&A execution: 10 years at Bankers Trust in origination and execution .
- Education: MBA, Columbia Business School; BA in Economics, Columbia University .
Equity Ownership
| Holder | Voting Common Shares | RSUs/PSUs Vesting ≤60 Days | Total Beneficial Ownership | Notes |
|---|---|---|---|---|
| Paul R. Burke | 49,817 | 5,366 | 55,183 | Includes 985 shares via MSB Trust (co-trustee) and 656 shares in IRA; also holds 1,000 Depositary Shares of Series F Preferred Stock (<1% of Depositary Shares) |
- Ownership guidelines: Non-employee directors expected to own stock/stock equivalents equal to 5x annual base cash retainer within 5 years; as of 12/31/2024, each director complied (with allowance for <5 years of service) .
- Hedging/pledging: Company policy prohibits short selling, options trading, hedging, and pledging of Company shares; directors must comply with Insider Trading Policy .
Shareholder Voting Signals
| Proposal | Votes For | Against | Abstain |
|---|---|---|---|
| Election of Paul R. Burke (2024 annual meeting) | 116,044,757 | 970,646 | 133,413 |
| Say-on-Pay (2024) | 112,451,310 | 4,436,360 | 261,146 |
Strong support for Burke’s election; broad investor support for executive compensation program at the 2024 annual meeting .
Governance Assessment
- Board effectiveness: Burke’s finance and M&A background strengthens BANC’s post-merger capital/liquidity oversight (Finance Committee) and compensation/governance processes (CNG Committee) .
- Independence and attendance: Independent under NYSE standards; attended at least 75% of board and committee meetings in 2024, meeting governance expectations .
- Ownership alignment: Retainer split between cash and RSUs; director ownership guidelines in place and reported as met; anti-hedging/pledging policy supports alignment .
- Compensation structure: No performance pay for directors; RSUs vest in one year; no retirement/health plans for non-employee directors—minimizes pay-for-performance conflicts at the director level .
- Potential conflicts and monitoring:
- RED FLAG: Significant shareholder Warburg Pincus has board representation and affiliates with economic interests in a vendor (IntraFi) receiving ~$8.0M from BANC in 2024; while disclosed and subject to Related Party Transaction Policy/CNG oversight, this warrants continued monitoring for arm’s-length terms and decision-making independence .
- Finance and CNG Committee membership overlap with Warburg’s representative increases the need for robust recusal and committee process discipline in transactions involving Warburg-linked entities .
Overall, Burke’s profile supports investor confidence due to relevant expertise and independence, with primary governance watchouts tied to Warburg-related party dynamics that are disclosed and governed under policy.