Anne Williams
About Anne Williams
Anne Williams (age 66) has over 35 years in commercial banking, specializing in credit risk; she joined the BCAL board in 2023 and previously served as EVP/Chief Credit Officer (CCO) of Bank of Southern California (2020–2023) and EVP/CCO and COO at California United Bank (CUNB) (2004–2017, COO 2008–2017), with earlier leadership roles at US Bank and Pacific Century Bank; she holds a bachelor’s degree from Mount Holyoke College . The BCAL board has determined Williams is not independent due to employment within the last three years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Southern California | EVP & Chief Credit Officer | 2020–2023 | Led credit function during growth phase |
| California United Bank (Nasdaq: CUNB) | EVP & Chief Credit Officer; COO | 2004–2017 (COO 2008–2017) | Grew commercial banking platform; operational leadership |
| California United Bank / Pacific Century Bank | EVP & Chief Credit Officer | 1992–1999 | Credit leadership at predecessor/successor institutions |
| US Bank (NYSE: USB) | SVP Manager, Commercial Banking Market (California) | 1999–2004 | Statewide commercial banking management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| California United Bank | Director | 2009–2014 | Public company bank directorship |
| Valley Economic Development Center, Inc. | Board member | Not disclosed | Community economic development |
| Los Angeles Local Development Corporation | Former board member | Not disclosed | Community lending |
| California Economic Development Lending Initiative | Former board member | Not disclosed | Community lending |
| Park Advisory Board, Pan Pacific Recreation Complex | Board member | Not disclosed | Civic engagement |
Board Governance
- Independence: Not independent (employed by Bank within last 3 years) .
- Committees: Not listed on Audit & Risk Committee (ARC) or Compensation, Nominating & Governance (CNG) Committee; no chair roles .
- Attendance/Engagement: In 2024, each director attended at least 75% of board and committee meetings; independent director sessions held regularly; 8 of 9 directors attended the 2024 annual meeting .
- 2025 Shareholder Support: Elected with 22,681,455 “For,” 424,389 “Withheld,” 2,215,461 broker non-votes .
| Governance Attribute | Detail |
|---|---|
| Independence status | Not independent |
| ARC membership/chair | None |
| CNG membership/chair | None |
| Board tenure (years) | ~2 (Director since 2023) |
| 2024 attendance (company-wide disclosure) | ≥75% for all directors; independent sessions held |
| 2025 vote outcome | For: 22,681,455; Withheld: 424,389; Broker Non-Votes: 2,215,461 |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 60,917 | 81,840 | — | 142,757 |
- Program structure (effective Aug 8, 2024): Annual retainer $110,000, payable half in cash and half in equity awards (RSUs); chair/lead director cash fees ($2,000/month for lead director and committee chairs) .
- Director stock ownership guidelines: Non-employee directors expected to own ≥2× annual cash retainer within 5 years of election/appointment .
Performance Compensation
- Director equity is time-based RSUs; no performance metrics disclosed for directors; annual grants follow the annual meeting and typically vest on one-year anniversary (acceleration for change-in-control, death/disability) .
| Award | Grant/Program Detail | Units/Value | Vesting |
|---|---|---|---|
| Annual RSU grant (2024 cohort) | Non-employee director RSUs granted Feb 1, 2024 | 5,385 RSUs (Anne Williams) | Vested Jan 4, 2025 |
| Annual RSU grant (2025 program) | Each non-employee director granted RSUs equal to $55,000 FV | $55,000 (shares not disclosed) | Vests May 30, 2025 |
Other Directorships & Interlocks
| Company | Role | Years | Notes |
|---|---|---|---|
| California United Bank (CUNB) | Director | 2009–2014 | Prior public company board |
- Interlocks/Shared history: Williams and Executive Chairman David Rainer both held senior roles tied to California United Bank; Williams at US Bank (1999–2004) and Rainer EVP of Commercial Banking for Western US at US Bank (2001–2004), indicating network overlap that can influence information flow and board dynamics .
Expertise & Qualifications
- Core expertise: Credit risk leadership, commercial banking platform development, operational management across multiple banks .
- Education: Bachelor’s degree, Mount Holyoke College .
- Board qualifications: Deep credit and operations background; past public-company bank board experience (CUNB) .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (shares) | 60,337 |
| Percent of outstanding | 0.19% |
| Unvested RSUs outstanding (12/31/2024) | 5,385 |
| Options outstanding | None |
| Shares pledged | None reported across directors/executives as of proxy date |
| Anti-hedging policy | Prohibits hedging/short sales for directors & executives |
| Ownership guideline | ≥2× annual cash retainer within 5 years (compliance status not disclosed) |
Governance Assessment
- Independence/Committee impact: Not independent and not seated on ARC/CNG limits direct influence on audit, risk, and pay governance; this structure mitigates conflicts from her recent employment but reduces her formal oversight role—appropriate given Nasdaq independence rules .
- Investor confidence: High “For” vote in 2025 suggests shareholder acceptance of her credentials despite non-independence, with modest withholds typical for director elections .
- Alignment: Material equity component (57% of 2024 director pay) supports ownership alignment; RSUs are time-based, with no disclosed performance hurdles for directors, which is common but offers limited pay-for-performance sensitivity .
- Conflicts/related-party exposure: No Williams-specific related-party transactions disclosed; company policy requires CNG review of related party transactions; ordinary-course director banking relationships comply with Regulation O; no problematic loans disclosed .
- Risk indicators: Anti-hedging policy in place and no pledges outstanding—reduces alignment risks; company-wide clawback policy applies to incentive compensation but is principally relevant for executives, not directors .
- Attendance/engagement: Company-wide disclosure indicates strong attendance; independent sessions held regularly—positive for board effectiveness; individual director attendance percentages not disclosed .
RED FLAGS: Non-independence due to recent employment (limits eligibility for key committees and may raise perceived conflict risk); lack of performance-based equity for directors reduces explicit pay-for-performance linkage .