Susan Lester
About Susan E. Lester
Independent director since 2023; age 68. Former Chief Financial Officer of U.S. Bancorp and HomeSide Lending, with prior executive roles at Ernst & Young and Shawmut National; designated an “audit committee financial expert.” Currently serves as Chair of BANC’s Audit Committee and is a member of the Enterprise Risk Committee; education includes an MBA in finance from University of Chicago Booth and a bachelor’s in accounting and finance from University of Dayton .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Bancorp | Chief Financial Officer | — | Finance and risk leadership |
| HomeSide Lending, Inc. | Chief Financial Officer | — | Finance and risk leadership |
| Ernst & Young | Executive role | — | Accounting/finance experience |
| Shawmut National Corporation | Executive role | — | Banking operations/finance |
| PacWest Bancorp & Pacific Western Bank | Director; Audit Committee Chair; member of executive and finance committees | 2003–2023 | Chaired audit; executive/finance committee member |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Options Clearing Corporation | Director | Current | Governance and risk oversight at a critical market infrastructure provider |
| Arctic Cat Inc. | Director (prior) | — | Prior public company board experience |
| Lender Processing Services Inc. | Director (prior) | — | Prior public company board experience |
Board Governance
- Independence: The Board affirmatively determined all current directors other than the CEO (Mr. Wolff) are independent under NYSE standards; Ms. Lester is independent .
- Committee assignments and engagement:
- Audit Committee: Chair; committee met 13 times in 2024 .
- Enterprise Risk Committee: Member; committee met 9 times in 2024 .
- Attendance: During 2024, each director attended at least 75% of Board and applicable committee meetings; the full Board met 8 times .
- Board structure: Roles of Chair and CEO are separated; lead independent director would be appointed if the Chair were not independent .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $100,000 | Reflects $80,000 cash portion of retainer plus $20,000 Audit Chair fee |
| Stock Awards (grant-date fair value) | $80,007 | RSUs vest after one year; granted post annual meeting |
| All Other Compensation (dividends on stock awards) | $641 | Dividends paid on RSUs upon vesting, not on unvested awards |
| Total | $180,648 | Cash + equity + dividends |
- Program structure: Annual retainer $160,000 paid half in cash and half in RSUs; Audit Chair fee $20,000 (cash). RSUs vest on one-year anniversary; acceleration on change in control, death/disability, or qualifying termination .
Performance Compensation
| Equity Award Type | Grant Date | Shares Granted | Vesting | Performance Linkage |
|---|---|---|---|---|
| RSUs (Director grant) | 2024 director cycle | 5,366 | Full vest May 9, 2025 | None; time-based vesting only |
- Directors do not receive performance-based incentive pay; non-employee director compensation consists of cash retainers and time-based RSUs only .
Other Directorships & Interlocks
| Company/Entity | Relationship to BANC | Potential Interlock/Conflict Consideration |
|---|---|---|
| The Options Clearing Corporation | Market infrastructure, not a BANC competitor/customer | No related-party transaction disclosed; service provides market risk expertise . |
| PacWest Bancorp (prior) | Legacy board; merged into BANC in 2023 | Historical relationship; not a current external interlock; merger closed Nov 30, 2023 . |
Expertise & Qualifications
- Audit/finance: Former CFO of U.S. Bancorp and HomeSide; designated “audit committee financial expert” for BANC .
- Risk management: Prior audit chair service; member of BANC’s Enterprise Risk Committee .
- Education: MBA (Finance) – University of Chicago Booth; BA (Accounting & Finance) – University of Dayton .
Equity Ownership
| Metric | Value |
|---|---|
| Voting common shares owned | 36,922 |
| RSUs/PSUs vesting within 60 days | 5,366 |
| Total beneficial ownership | 42,288 |
| Ownership as % of shares outstanding | <1% (exact percentage not disclosed; per proxy threshold) |
| Director stock ownership guideline | Expected to hold ≥5× annual base cash retainer within 5 years; as of Dec 31, 2024, all directors complied (allowance for <5 years service) |
| Anti-hedging/pledging | Company prohibits hedging and pledging of Company shares |
Governance Assessment
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Strengths
- Deep finance and audit credentials; designated audit committee financial expert and serving as Audit Chair—strong oversight of reporting and controls .
- Independent status and active risk oversight via Enterprise Risk Committee membership .
- Documented engagement: Board met 8 times; Audit (13) and Risk (9) meetings with ≥75% attendance across directors .
- Ownership alignment: Time-based RSUs, director ownership guidelines (≥5× cash retainer) with reported compliance; anti-hedging/pledging policy .
-
Potential Watch Items
- Historical PacWest board service is a legacy interlock but not a current conflict post-merger; no Susan Lester-specific related-party transactions disclosed .
- Director compensation is standard cash plus time-based RSUs; absence of performance linkage is typical for directors but investors may monitor equity magnitude relative to governance independence .
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Signals for investor confidence
- Robust audit oversight and independence, clear committee charters and responsibilities, and active meeting cadence support board effectiveness .
- Company policies on recoupment, anti-hedging/pledging, and related-party review mitigate alignment and conflict risks .