Todd Schell
About Todd Schell
Todd Schell (age 37) is an independent director of Banc of California, appointed November 30, 2023 in connection with the PacWest merger, and designated by Warburg Pincus pursuant to its investment agreement with the company . He is a Managing Director at Warburg Pincus focused on financial services, previously covered financial institutions in investment banking at Barclays Capital; he holds an MBA from Harvard Business School and a BA from Amherst College and is based in New York . The board has determined he is independent under NYSE standards, and he is designated as an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus | Managing Director, Financial Services | 2011–present | Designated BANC board representative under Warburg investment agreement; brings growth equity investor perspective |
| Barclays Capital | Investment Banking Division, covered financial institutions | Prior to 2011 | Banking sector transaction experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| IntraFi | Director | Not specified as public | Current board service |
| Facet Wealth | Director | Not specified as public | Current board service |
| PayJoy | Director | Not specified as public | Current board service |
| Warburg Pincus portfolio involvement | Investor (deal involvement) | N/A | Involved in investments in Varo Bank, Edelman Financial Engines, Santander Asset Management, Santander Consumer USA, SCM Insurance Services, Webster Bank, Sterling Bank (not disclosed as directorships) |
Board Governance
- Committee assignments: Audit Committee (member; designated “audit committee financial expert”) and Finance Committee (member) .
- Chair roles: None disclosed for Mr. Schell .
- Independence status: Independent; all directors except the CEO (Wolff) are independent under NYSE standards .
- Attendance and engagement: In 2024, each director attended at least 75% of the aggregate of board and applicable committee meetings; the board met 8 times; Audit (13), CNG (7), Risk (9), Finance (5) .
- Appointment/tenure: Appointed November 30, 2023 as Warburg Purchasers’ designee under the investment agreement; nominated for one-year terms thereafter .
- Committee mandates relevant to Schell’s work:
- Audit Committee: oversees financial reporting integrity, auditor independence/performance, internal controls over financial reporting, and compliance (with Risk Committee) .
- Finance Committee: oversees ALM, capital planning/ratios, liquidity and funding, derivatives/hedging, investment portfolio, stress testing, operating plan/budget, and capital actions .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash fees (2024) | $80,000 | Half of $160,000 annual retainer paid in cash |
| Annual equity grant (2024) | $80,007 | RSUs; half of $160,000 annual retainer paid in equity; grant-date fair value per ASC 718 |
| All other compensation (2024) | $641 | Cash dividends paid on applicable stock awards |
| Total (2024) | $160,648 | Sum of cash, equity grant value, and other |
| Director fee structure | $160,000 annual retainer (50% cash / 50% RSUs); additional chair fees (Audit $20k; CNG $15k; Board Chair $85k); no meeting fees disclosed; Finance Chair N/A (held by CEO) | Equity vests after one year; acceleration upon change in control, death/disability, or qualifying termination |
Performance Compensation
- Non-employee directors do not receive bonuses, non-equity incentive plan awards, options, deferred compensation, retirement, or health plans for board service .
- RSUs are service-based (time-vested), not tied to performance metrics .
| Component | Metrics | Weighting | Payout Range | Notes |
|---|---|---|---|---|
| Director RSUs | None (time-based vesting) | N/A | N/A | RSUs vest on 1-year anniversary; 2024 grant vests May 9, 2025 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| IntraFi | Director | Not disclosed | Industry connectivity with bank counterparties; no specific conflict disclosed |
| Facet Wealth | Director | Not disclosed | Wealth management exposure; no specific conflict disclosed |
| PayJoy | Director | Not disclosed | Specialty finance exposure; no specific conflict disclosed |
| Warburg Pincus affiliation | Managing Director; BANC board designee | N/A | Warburg invested $325M+ and holds warrants/rights; nomination right for one director; standstill/registration rights disclosed |
Expertise & Qualifications
- Audit committee financial expert; financial literacy affirmed; background as private equity investor and investment banker in financial services .
- Deep exposure to banking/specialty finance through Warburg portfolio involvement, providing capital markets and M&A insight .
- MBA (Harvard); BA (Amherst) .
Equity Ownership
| Metric | Amount/Detail |
|---|---|
| Shares owned (voting common) | 3,203 |
| RSUs/PSUs vesting within 60 days of record date | 5,366 |
| Total beneficial ownership | 8,569 |
| Ownership as % of shares outstanding | <1% |
| 2024 RSU grant (count) | 5,366 RSUs; vests in full on May 9, 2025 |
| Hedging/Pledging | Prohibited for directors under company policy |
| Director ownership guidelines | 5x annual base cash retainer within 5 years of board appointment; as of 12/31/2024, each director complied, allowing for those with <5 years of service |
| Expected mix | 50% cash / 50% equity in annual retainer, reinforcing alignment |
Governance Assessment
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Strengths and alignment
- Independent director with audit committee financial expert designation; sits on Audit and Finance—highly relevant oversight for a post-merger regional bank .
- Ownership alignment via RSUs and 5x-retainer director ownership guideline; hedging/pledging prohibited; RSUs vest annually, with standard acceleration only for CIC/death/disability/qualifying termination .
- Attendance threshold met; committee workload is meaningful (Audit 13; Finance 5 meetings in 2024) .
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Potential conflicts and mitigants
- Warburg Pincus is a large investor with board nomination rights and warrants; Schell is Warburg’s designee, introducing potential conflicts in capital or strategic decisions. Mitigants include standstill obligations, related party transaction oversight by CNG Committee, and an independence determination under NYSE rules .
- Warburg’s involvement in other banks (e.g., Webster, Sterling) could create perceived industry conflicts; no direct interlocks disclosed for Schell at those companies, and the company’s Related Party Transactions Policy and Outside Business Activities Policy govern conflicts .
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Compensation reasonableness and signals
- Director compensation is standard for regional banks (balanced cash/equity; no options; no meeting fees), with transparent ASC 718 RSU values and simple time-based vesting—no aggressive or unusual features detected .
- No director-specific gross-ups, special perquisites, or discretionary bonuses disclosed; equity timing aligned to regular meetings post-earnings release .
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RED FLAGS to monitor
- Warburg’s continuing rights (nomination, registration, warrants) and any related-party matters arising from future transactions warrant ongoing monitoring, given Schell’s affiliation .
- Any deviation from anti-hedging/pledging policy or shortfalls vs. ownership guidelines (none disclosed as of 12/31/2024) would be negative governance signals .
Summary: Schell adds credible financial services and capital allocation expertise and meets independence and audit financial expert standards. The principal governance risk is sponsor affiliation (Warburg) and associated related-party optics; current structures (standstill, related party review, independence determination) partially mitigate this risk .