Richard Lashley
About Richard J. Lashley
Independent director of Banc of California, Inc. (BANC); age 66; director since 2017. Managing Member of PL Capital Advisors, LLC and co-founder of PL Capital, a banking-focused investment firm; designated by the Board as an Audit Committee financial expert. Prior roles include senior tenure at KPMG LLP and service as Assistant to the Chairman of the AICPA Savings Institution Committee; education includes a Master’s degree from Rutgers University and a B.S. from Oswego State University; CPA licensed in New Jersey (inactive). Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Director, Corporate Finance Group (M&A advisory to banks) | 1994–1996 | Led M&A advisory engagements for banks |
| KPMG LLP | Certified Public Accountant | 1984–1993 | Provided accounting services to banks/financials |
| AICPA Savings Institution Committee | Assistant to the Chairman | 1992–1993 | Policy/industry committee support |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PL Capital Advisors, LLC | Managing Member; co-founder of PL Capital | 1996–Present | Banking specialist investor; named by American Banker among top community bank investors |
| Various U.S. bank boards | Director/Chairman or committee member | Not specified | Extensive service across publicly-held and privately-held banks |
No specific current public company directorships were listed in BANC’s 2025 proxy for Mr. Lashley .
Board Governance
- Committee assignments (2024/2025): Audit Committee member; Finance Committee member; not listed as a member of CNG (Compensation, Nominating & Corporate Governance) or Enterprise Risk Committees .
- Chair roles: None; Audit Committee chaired by Susan E. Lester; Finance Committee chaired by Jared M. Wolff .
- Independence: Board affirmed independence for all directors except the CEO; Mr. Lashley is independent under NYSE rules .
- Attendance and engagement: Board held 8 meetings; Audit 13; CNG 7; Risk 9; Finance 5; each director attended at least 75% of aggregate Board and committee meetings. Independent director executive sessions were held regularly or as needed .
- Board leadership: Independent Chair (John M. Eggemeyer); roles of Chair and CEO separated .
Fixed Compensation
| Component | Structure | Amount/Terms |
|---|---|---|
| Annual non-employee director retainer | Half cash, half equity (RSUs) | $160,000 total; $80,000 cash; $80,000 equity equivalent (RSUs) |
| Board Chair fee (if applicable) | Cash | $85,000 (Eggemeyer; not applicable to Lashley) |
| Committee chair fees | Cash | Audit $20,000; CNG $15,000; Enterprise Risk $15,000 (Finance chair is CEO, no fee) |
| Meeting fees | Not provided | No meeting fees disclosed |
| 2024 compensation for Lashley | Cash, stock awards, other | Cash $80,000; Stock awards $80,007; All other comp (dividends) $641; Total $160,648 |
Performance Compensation
| Element | Grant details | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (director equity) | RSUs granted following the annual meeting; 2024 grant for Lashley: 5,366 RSUs | RSUs fully vest one year from grant; 2024 RSUs vest on May 9, 2025 | None; directors do not receive performance-based equity |
The Company does not provide non-equity incentive awards, deferred compensation, retirement or health plans for non-employee directors .
Other Directorships & Interlocks
- Warburg Pincus is a significant BANC stockholder and designated Todd Schell (Managing Director, Warburg Pincus) to the Board; Warburg-related agreements disclosed in “Transactions with Related Persons” (potential governance dynamic given investor representation on Finance Committee alongside Mr. Lashley) .
- Mr. Lashley’s investor role at PL Capital and extensive prior board service across banks increase sector expertise but also warrant monitoring for potential conflicts (see policies below) .
Expertise & Qualifications
- Audit Committee financial expert designation; Board highlights Lashley’s accounting/advisory experience, bank board service, and investor perspective; CPA (inactive) .
- Financial literacy and risk oversight experience aligned with Audit and Finance Committee responsibilities .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Voting common stock owned | 3,088,503 shares | Includes PL Capital Advisors holdings; see footnote |
| RSUs vesting within 60 days of record | 5,366 shares | Annual director RSU grant outstanding |
| Total beneficial ownership | 3,093,869 shares; 1.95% of outstanding | Percent based on 158,815,404 shares outstanding |
| Ownership breakdown | 3,024,219 via PL Capital Advisors; 10,000 IRA; 44,284 joint with spouse; 10,000 direct; PL Capital Advisors also owns 10,000 Series F Depositary Shares (preferred) | Lashley disclaims beneficial ownership of PL Capital holdings except to his pecuniary interest |
| Director stock ownership guideline | ≥5× annual base cash retainer within 5 years; all directors in compliance as of Dec 31, 2024 (considering tenure) | Directors expected to be long-term stockholders |
| Hedging/pledging | Prohibited (short selling, options trading, hedging, pledging) per Insider Trading Policy | Policy filed with 2024 10-K |
Say-on-Pay & Shareholder Feedback (Investor Confidence Signals)
- 2024 annual meeting Say-on-Pay approval: 96% approval of executive compensation program; continued investor engagement with 1%+ holders, supportive feedback on compensation philosophy and value-creation awards .
- 2024 vote counts: For 112,451,310; Against 4,436,360; Abstain 261,146 (advisory approval) .
Governance Assessment
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Strengths
- Independence affirmed; significant financial expertise with Audit Committee financial expert designation; active roles on Audit and Finance committees .
- High alignment via substantial share ownership and director ownership guidelines; anti-hedging/pledging policy reduces misalignment risks .
- Director compensation structure balanced (50/50 cash/RSUs), simple, with no meeting fees or tax gross-ups; annual RSU vesting supports long-term orientation .
- Robust Board oversight processes: regular independent sessions, defined committee charters available publicly, annual self-assessments and peer evaluations .
- Related Party and Outside Business Activities policies require prior review and restrict conflicts; CNG Committee oversees related party transactions .
-
Monitoring considerations
- Significant ownership via PL Capital Advisors (1.95% beneficial) is an alignment positive but necessitates ongoing monitoring for potential conflicts (e.g., trading around material nonpublic information), mitigated by Insider Trading, Outside Business Activities, and Related Party Transaction policies .
- Board includes an investor-designee (Warburg Pincus) with material holdings and related agreements; while standard in recapitalization/merger contexts, investor representation across Finance Committee alongside Lashley merits vigilance to ensure decisions remain balanced for all shareholders .
-
RED FLAGS
- None disclosed specific to Lashley: no pledged shares reported; directors prohibited from hedging/pledging; no director-related party transactions disclosed in the 2025 proxy specific to Lashley .
- General program safeguards: no option repricing, no tax gross-ups, recoupment policy in place .
Attendance met minimum thresholds; Board and committees met frequently; Lashley’s engagement is supported by committee workload and financial expert role .
Director Compensation Detail (2024)
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $80,000 | Half of $160,000 retainer in cash |
| Stock Awards (RSUs, grant-date fair value) | $80,007 | 5,366 RSUs granted; vest May 9, 2025 |
| All Other Compensation (dividends on stock awards) | $641 | Cash dividends paid in 2024 |
| Total | $160,648 | Sum of cash, RSUs, other |
Committee Composition (for context)
- Audit Committee: Susan E. Lester (Chair), James A. “Conan” Barker, Richard J. Lashley, Joseph J. Rice, Todd Schell, Vania E. Schlogel; all independent; multiple financial experts including Lashley .
- Finance Committee: Jared M. Wolff (Chair), John M. Eggemeyer, James A. “Conan” Barker, Paul R. Burke, Richard J. Lashley, Todd Schell .
- CNG Committee: Andrew Thau (Chair), Paul R. Burke, Mary A. Curran, John M. Eggemeyer, Shannon F. Eusey, Vania E. Schlogel .
- Enterprise Risk Committee: Mary A. Curran (Chair), Shannon F. Eusey, Susan E. Lester, Joseph J. Rice, Andrew Thau, Jared M. Wolff .
Policies & Safeguards (selected)
- Related Party Transactions Policy; CNG Committee review/approval of insider transactions .
- Outside Business Activities Policy restricts conflicts; directors must avoid activities that create actual/apparent conflicts .
- Insider Trading Policy prohibits hedging/pledging; recoupment policy in place since 2017; mandatory clawback as NYSE-listed company .
Overall, Lashley’s governance profile combines deep sector expertise, substantial equity alignment, and significant committee responsibilities, with Company policies addressing potential conflicts inherent to investor-directors. High Say-on-Pay support and active Board oversight processes reinforce investor confidence in governance practices .