Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
PacWest Bancorp (the
Company
) today announced that on April 12, 2019, Mark T. Yung was appointed as Executive Vice President and Chief Operating Officer of the Company and Pacific Western Bank. Mr. Yungs employment will commence on May 13, 2019 (the
Start Date
).
Mr. Yung, 45, has served as an independent director of the Company since 2017, and he is currently a member of the audit committee (the
Audit Committee
) and risk committee (the
Risk Committee
) of the Companys board of directors (the
Board
). Mr. Yung will remain on the Board as an unpaid employee director and as a member of the Risk Committee following the Start Date. Mr. Yung will resign from the Audit Committee effective as of the Start Date.
Mr. Yung is co-founder and served as managing principal of OCV Management, LLC, an investor, owner and operator of technology and life science companies based in Los Angeles, since 2016. Previously, Mr. Yung served as managing director of Orchard Capital Corp. (
Orchard Capital
), a firm he joined in 2006. Prior to joining Orchard Capital, Mr. Yung served as a senior vice president in the Corporate Strategy and Merger and Acquisitions groups of Citigroup in New York and ABN AMRO in Amsterdam, Netherlands. Prior to his corporate strategy roles, Mr. Yung served as an investment professional at JPMorgan Partners (
JPMP
). At JPMP, Mr. Yung focused on venture capital, growth equity and buyout transactions in Latin America and served as a board member for various emerging companies in the region. Mr. Yung began his career in 1996 at Chase Securities, Inc., focusing on leveraged finance for cross border buyouts and privatizations. Mr. Yung received a Bachelor of Arts degree from Cornell University and a Master of Business Administration degree from INSEAD.
Pursuant to Mr. Yungs offer of employment from the Company, he will receive the following compensation: (1) an annual base salary of $800,000; (2) a guaranteed bonus for 2019 of $1,000,000; (3) participation after 2019 in the Companys Executive Incentive Plan, which provides cash awards to the Companys executive team based on the achievement of certain performance goals, with a target annual incentive of 125% of his base salary; (4) a one-time grant of Company restricted stock with a value of approximately $2,100,000 that will vest ratably over three years subject to the terms of the Companys 2017 Stock Incentive Plan; (5) participation after 2019 in the Companys long-term incentive compensation program, pursuant to which he will be eligible for annual restricted stock and performance stock unit grants with an aggregate grant-date value of two times his base salary; (6) paid time off and participation in the Companys health and welfare, 401(k) and other employee benefits plans in accordance with their terms; and (7) participation in the Executive Severance Pay Plan with a designated multiple of two times annual compensation. Further information about the Companys executive compensation, incentive plans, benefits, and severance plans are included in the Companys most recent proxy statement filed with the Securities and Exchange Commission on March 28, 2019.
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This information should be read in conjunction with the proxy statement of the Company dated March 28, 2019, which was made available to the stockholders of the Company in connection with the solicitation of proxies by the Board for the 2019 Annual Meeting of Stockholders and any adjournment or postponement thereof.
A copy of the press release announcing Mr. Yungs appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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