| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Appointment of Chief Executive Officer
and President
PacWest Bancorp (the “Company”)
today announced the appointment of Paul W. Taylor as Chief Executive Officer (“CEO”) and President of the Company and its
wholly-owned subsidiary, Pacific Western Bank (the “Bank”), effective January 1, 2023. Mr. Taylor’s appointment
follows the Company’s previously-announced plan to appoint him as the successor for Matthew P. Wagner, current CEO of the Company,
upon Mr. Wagner’s retirement.
Mr. Taylor, 62, joined
the Company on July 1, 2022 as President of the Company and the Bank. He joined the Company’s Board of Directors (the “Company
Board”) and the Bank’s Board of Directors (the “Bank Board”) on January 29, 2021. Prior to joining the Company,
Mr. Taylor served as chief executive officer, president and a director of Opus Bank from 2019 until its acquisition in 2020 and as
chief executive officer, president and a director of Guaranty Bancorp and chief executive officer and chairman of the board of directors
of Guaranty Bank and Trust Company, a banking subsidiary of Guaranty Bancorp, from 2011 through 2018. Prior to that, Mr. Taylor held
various positions, including executive vice president, chief financial and operating officer and secretary of Guaranty Bancorp.
In
connection with Mr. Taylor’s appointment as CEO and President, the Company Board approved the following compensation for Mr. Taylor,
effective upon such appointment: (i) an annual base salary of $1,000,000; (ii) a target annual cash bonus opportunity
equal to 150% of Mr. Taylor’s annual base salary, payable in accordance with the Company’s Executive Incentive Plan (the
“EIP”); (iii) eligibility to participate in the Company’s long term incentive plan and to receive equity incentive
awards valued at 250% of his annual base salary, comprised of time-based restricted stock awards (“TRSAs”) and performance-based
restricted stock units (“PRSUs”); (iv) eligibility to participate in the Company’s Change in Control Severance
Plan, which is described in the Company’s 2022 Proxy Statement (the “Proxy Statement”), with a potential change in control
severance payment equal to 300% of the sum of Mr. Taylor’s annual base salary and target EIP award; and (v) eligibility
to participate in the executive benefits as described in the Proxy Statement.
Transition of Company Board Leadership
Following
Mr. Wagner’s retirement from the position of CEO, Mr. Wagner will transition to the role of Executive Chairman of the
Company Board and the Bank Board for a one-year term, effective January 1, 2023. The Company Board approved the following compensation
for Mr. Wagner for such service: (i) an annual base salary remaining at $1,000,000; (ii) a target annual cash bonus opportunity
remaining at a level equal to 200% of Mr. Wagner’s annual base salary, payable in accordance with the EIP; (iii) continued
eligibility to participate in the Company’s Change in Control Severance Plan as described in the Proxy Statement, with a
potential change in control severance payment equal to 300% of the sum of Mr. Wagner’s annual base salary and target EIP award;
(iv) eligibility to participate in the executive benefits as described in the Proxy Statement; and (v) continued access to limited
personal use of corporate aircraft. Mr. Wagner will not receive further equity incentive awards in his role as Executive Chairman.
In connection with Mr. Wagner’s transition to Executive Chairman of the Company Board, John M. Eggemeyer, III, current
Chairman of the Company Board, will transition to the role of Lead Director of the Company Board, effective January 1, 2023.
Departure of Chief Financial Officer
The
Company also announced that Bart R. Olson’s employment as the Executive Vice President, Chief Financial Officer of the Company
will terminate on November 27, 2022, at which time Mr. Olson will transition to the role of Executive Vice President, Finance,
through February 28, 2023, retaining his current base salary through such date. In connection with his departure, Mr. Olson
will be entitled to severance benefits equal to one year of base salary and twelve months of Company-paid medical, dental and vision coverage
following his last day of employment, contingent upon Mr. Olson signing and not rescinding a release of claims in favor of the Company.
Appointment of Chief Financial Officer
In connection with Mr. Olson’s
transition to Executive Vice President, Finance, the Company announced the appointment of Kevin L. Thompson as Executive Vice President,
Chief Financial Officer of the Company, effective November 28, 2022.
Mr. Thompson,
49, previously served as executive vice president and chief financial officer of First Foundation Inc. and First Foundation Bank (collectively,
“First Foundation”) from 2020 until his resignation in November 2022, and also served as interim president of First Foundation
in November 2022. Prior to joining First Foundation, Mr. Thompson served as executive vice president, chief financial officer
and treasurer of Opus Bank from 2017 to 2020, executive vice president and chief financial officer of Midland States Bancorp from 2016
to 2017, senior vice president, corporate finance of Zions Bancorporation from 2014 to 2016, and chief financial officer and treasurer
from 2010 to 2014 and controller from 2006 to 2010 of American Express Centurion Bank. Prior to that, Mr. Thompson held various senior
financial roles, including consultant, auditor, and international controller.
Pursuant
to the Company’s offer letter with Mr. Thompson, he will be entitled to receive the following compensation: (i) an annual
base salary of $500,000; (ii) a target annual cash bonus opportunity equal to 100% of Mr. Thompson’s annual base salary,
payable in accordance with the EIP; provided that in lieu of Mr. Thompson’s participation in the EIP for fiscal 2022, he will
receive a guaranteed cash payment of $400,000, payable in March 2023; (iii) TRSAs valued at $500,000, which will vest
ratably over a three-year period and are subject to the terms of the Amended and Restated PacWest Bancorp 2017 Stock Incentive Plan; (iv) eligibility
to participate in the Company’s long term incentive plan commencing in 2023 and to receive equity incentive awards valued at 150%
of his annual base salary, comprised of TRSAs and PRSUs; (v) eligibility to participate in the Company’s Change in Control
Severance Plan as described in the Proxy Statement, with a potential change in control severance payment equal to 200% of the sum of Mr. Thompson’s
annual base salary and target EIP award; and (vi) eligibility to participate in the executive benefits as described in the Proxy
Statement, including reimbursement of up to $100,000 of relocation expenses pursuant to the Company’s Relocation Policy.