Howard Gould
WESTERN ALLIANCE BANCORPORATIONAbout Howard N. Gould
Howard N. Gould, age 75, has served as an independent director of Western Alliance Bancorporation since 2015. He is Chair of the Risk Committee and a member of the Governance Committee; his background spans senior bank operations, regulatory leadership, and financial institution consulting. He holds a B.S. in Business Administration (San Jose State University) and an MBA (California State University) . The Board affirmatively determined he is independent under NYSE standards (all nominees were independent except the CEO) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of California (Dept. of Financial Institutions) | Superintendent of Banks | 1983–1989 | Led statewide prudential oversight of banks |
| State of California | Commissioner of Financial Institutions | 2004–2005 | Regulatory leadership; modernized oversight framework |
| United California Bank | Vice Chairman & Chief Operating Officer | 1992–acq. by Bank of the West | Managed enterprise operations and risk controls |
| Bank of the West | Vice Chairman | 2002–2003 | Senior leadership in large regional bank |
| Carpenter & Company / Carpenter Community BancFunds | Vice Chairman; Managing Partner | 2005–2019 (fund dissolved 2019) | Bank-focused private equity and advisory |
| The Secura Group | Managing Partner | Prior to 1992 | Nationwide financial services consultancy |
| Bridge Capital Holdings | Director | 2009–2015 (merged into Western Alliance Bank) | Board governance; integration into WAL |
| Bank of America | Retail Banking roles | Prior to 1983 | Front-line operations and customer banking |
| Wells Fargo Bank | Statewide Corporate Public Affairs | Prior to 1983 | Government relations and stakeholder engagement |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Bridge Capital Holdings | Director | Past | Served until 2015 merger into Western Alliance Bank |
| United California Bank | Vice Chairman & COO | Past | Operations lead until acquisition by Bank of the West |
| Bank of the West | Vice Chairman | Past | Senior executive role |
| Carpenter Community BancFunds | Managing Partner | Past | PE fund focused on community banking (dissolved 2019) |
| The Secura Group | Managing Partner | Past | National banking consultancy |
No current other public company directorships are disclosed for Mr. Gould in the latest proxy .
Board Governance
- Committee assignments: Risk Committee (Chair) and Governance Committee (member). Risk Committee held 8 meetings in 2024; Governance Committee held 7; full Board held 9 meetings, with each current director attending at least 75% of Board and committee meetings on which they served .
- Independence: Board determined all nominees were independent except the CEO; Gould is independent under NYSE rules .
- Cyber oversight: Risk Committee provides active oversight of cybersecurity and information security, including an ad hoc cyber risk subcommittee; regular briefings from CISO/CIO and ERM framework oversight .
- Executive sessions: Five independent director-only executive sessions were held in 2024, presided over by the independent Board Chair .
- Stock ownership guidelines: Non-employee directors must own shares equal to at least 5x annual cash compensation (measured on six-month average price); all directors were in full compliance in 2024. Hedging and pledging of Company stock are prohibited, with limited legacy exceptions subject to strict limits and exclusions from guideline counts .
Fixed Compensation (Director)
| Component (2024) | Policy / Detail | Amount |
|---|---|---|
| Board retainer (cash) | Annual board service retainer | $50,000 |
| Committee membership (cash) | $10,000 for Governance; $10,000 for Risk | $20,000 total |
| Committee chair fee (cash) | Risk Committee Chair | $10,000 |
| Equity grant (RSAs) | 4,056 restricted shares granted Feb 6, 2024; vests Feb 6, 2025; grant date fair value $235,005 | $235,005 and 4,056 shares |
| Additional chair comp | Board Chair only (not applicable to Gould) | N/A |
| All other comp | Dividends on unvested grants | $6,043 |
| Total 2024 director compensation | Cash + Stock + Other | $321,048 (cash: $80,000; stock awards: $235,005; other: $6,043) |
Note: In 2024, director cash and fee levels were maintained vs. 2023; share count was increased to preserve grant value due to lower stock price volatility, keeping equity value consistent year-over-year .
Performance Compensation (Director)
Directors do not receive performance-based bonuses or PSUs; equity grants are time-vested restricted stock, aligning interests through ownership rather than operational KPIs .
| Equity award | Grant date | Shares | Fair value | Vesting |
|---|---|---|---|---|
| Restricted Stock Award (RSA) | Feb 6, 2024 | 4,056 | $235,005 | Feb 6, 2025 (time-vested) |
Other Directorships & Interlocks
| Company | Type | Relationship / Potential Interlock |
|---|---|---|
| Bridge Capital Holdings | Public (acquired) | Prior director; entity merged into Western Alliance Bank in 2015 |
No current interlocks with competitors/suppliers/customers are disclosed for Gould in the proxy .
Expertise & Qualifications
- Senior executive experience in large financial institutions and consulting; COO/vice chair roles underscore operational risk expertise .
- Twice served as California’s top bank regulator (Superintendent; Commissioner), indicating deep regulatory acumen and prudential oversight experience .
- Banking industry and risk management proficiency, including information security oversight consistent with Risk Committee responsibilities .
- Public company governance experience via prior directorships; contributes to board’s skill matrix in strategy, risk controls, governance, and finance/accounting .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Howard N. Gould | 50,429 | <1% | As of April 14, 2025 |
- Ownership guidelines: Directors must hold ≥5x annual cash compensation; all directors were compliant in 2024. Hedging/pledging prohibited (limited exceptions; pledged shares excluded from ownership calculations); no pledging disclosed for Gould .
- Options: Company reported no outstanding options under its Stock Incentive Plan as of Dec 31, 2024 .
Governance Assessment
- Strengths: Independent director; Risk Committee Chair with formal ERM and cyber oversight mandates; active committee cadence (8 risk meetings in 2024); compliance with director ownership guidelines; Section 16 filing compliance across directors/officers; robust related-party policy under Governance Committee oversight .
- Compensation alignment: Director pay mix emphasizes fixed cash plus time-vested equity; equity grants standardized across directors support alignment, with vesting that encourages medium-term holding periods; independent compensation consultant (WTW) engaged for director pay .
- Conflicts/related-party exposure: Proxy discloses ordinary-course loans to directors under Reg O, on market terms; no related-party transactions >$120,000 involving directors/officers/families beyond noted employment relationships of other executives; no Gould-specific related-party transactions disclosed .
- Red flags: None disclosed specific to Gould (no hedging/pledging noted; no delinquent filings; no adverse legal proceedings). Company notes one legacy pledge by an executive (Gibbons), but policy limits and exclusions mitigate alignment concerns; not applicable to Gould .
- Shareholder signals: 2024 Say-on-Pay approval exceeded 95%, indicating broad investor support for compensation governance; committee charters refreshed as of Feb 6, 2025; consistent director meeting engagement .
Appendix: Committee Assignments and Meeting Cadence (2024)
| Body | Role | Meetings |
|---|---|---|
| Board of Directors | Director | 9 meetings; each current director ≥75% attendance |
| Risk Committee | Chair | 8 meetings |
| Governance Committee | Member | 7 meetings |