Pacific Premier Bancorp, Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant ☒
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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ELECTRONIC DELIVERY OF PROXY MATERIALS
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We encourage all stockholders to voluntarily elect to receive all proxy materials electronically.
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ELECTRONIC DELIVERY
The benefits of e-Delivery are:
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you receive immediate and convenient access to the materials
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you can help reduce our impact on the environment
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you can help us to reduce our printing and mailing costs
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SCAN THE QR CODE
To vote using your mobile device, sign up for e-delivery or download annual meeting materials.
Please have your control number available.
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2024 ANNUAL MEETING
Monday, May 13, 2024 at
9:00 a.m., Pacific Standard Time
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OUR ENVIRONMENTAL IMPACT
Our E-Delivery initiative has helped result in the elimination of many sets of paper proxy materials from being produced and mailed. This helps reduce our environmental footprint in the following ways:
   
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Saving wood and trees
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Saving BTU’s
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Reducing CO2 emissions
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Conserving water
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Reducing solid waste
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Reducing hazardous air pollutants
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​ ​ For further information about the environmental impacts of saving paper, you can visit www.papercalculator.org. ​ ​
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17901 Von Karman Avenue, Suite 1200
Irvine, California 92614
949-864-8000
April 1, 2024
Notice of 2024 Annual Meeting of Stockholders
Fellow Stockholders:
On behalf of the Board of Directors and management of Pacific Premier Bancorp, Inc. (the “Company”), you are cordially invited to attend the 2024 Annual Meeting of the Company’s Stockholders (“Annual Meeting”). The Annual Meeting will be held in person on Monday, May 13, 2024, at 9:00 a.m., Pacific Time at the Company’s offices located at 17901 Von Karman Avenue, Suite 1200, Irvine, California 92614. There is also an option to attend the Annual Meeting telephonically, using the instructions set forth in the Proxy Statement. Directors and executive officers of the Company plan to participate in the Annual Meeting in person, and will be available to respond to any questions that you may have regarding the business to be transacted.
The stockholders will consider and act upon the following matters at this year’s Annual Meeting:
1.
To elect eleven (11) directors, each for a one-year term, or until their successors are elected and qualified;
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2.
To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers;
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3.
To approve, on a non-binding advisory basis, whether the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers should be held every one, two or three years; and
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4.
To ratify Deloitte & Touche LLP’s appointment as the Company’s independent auditor for the fiscal year ending December 31, 2024.
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In addition, we will transact such other matters as may properly come before the meeting and at any postponement or adjournment thereof. Management is not aware of any other such business.
The attached Proxy Statement describes in greater detail all of the formal business that will be transacted at the Annual Meeting. Additionally, we have included a recap of our recent initiatives regarding environmental, social, and governance (ESG) matters, financial highlights from the most recent fiscal year, and the results of our stockholder engagement efforts.
Your vote is very important. We encourage you to vote via the Internet, telephone, or sign and return your proxy card prior to the Annual Meeting, so that your shares of common stock will be represented and voted at the Annual Meeting regardless of whether, or how, you attend.
The Board of Directors has fixed March 18, 2024 as the record date for determination of stockholders entitled to receive notice of and to vote at the Annual Meeting and any postponement or adjournment thereof. Only those stockholders of record as of the close of business on that date will be entitled to vote at the Annual Meeting or at any such adjournment.
On behalf of the Board of Directors and all of the employees of the Company, we thank you for your continued support.
Best Regards,
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Steven R. Gardner
Chairman, Chief Executive Officer, and President
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​ Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting ​ ​ ​ ​ 6 ​ ​
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​ PROPOSAL NO. 2 — ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION ​ ​ ​ ​ 48 ​ ​
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​ Employment Agreements, Salary Continuation Plans, Severance, and Change-in-Control Payments ​ ​ ​ ​ 73 ​ ​
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​ PROPOSAL NO. 3 — ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON OUR EXECUTIVE COMPENSATION ​ ​ ​ ​ 81 ​ ​
​ PROPOSAL NO. 4 — RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 ​ ​ ​ ​ 82 ​ ​
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2023 PERFORMANCE AND PROXY STATEMENT
SUMMARY
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This summary highlights information contained elsewhere in the Proxy Statement of Pacific Premier Bancorp, Inc., referred to as the “Company.” This summary provides an overview and is not intended to contain all the information that you should consider before voting. We encourage you to read the entire Proxy Statement for more detailed information on each topic prior to casting your vote. The Proxy Statement and form of proxy are first being sent to stockholders on or about April 1, 2024.
GENERAL INFORMATION
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Meeting
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Date
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Time
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Location
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Record Date
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Stock Information
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​ Annual Stockholders
Meeting 		​ ​
Monday, May 13, 2024
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9:00 a.m., Pacific Time
​ ​ 17901 Von Karman Avenue,
Suite 1200,
Irvine, California 92614 		​ ​ Close of Business on
March 18, 2024 		​ ​ Symbol: PPBI
Exchange: NASDAQ Global Select
Common Stock Outstanding
as of the Record Date: 96,475,096 		​
MATTERS TO BE VOTED UPON:
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Items of Business
​ ​ Board
Recommendation 		​ ​ More
Information 		​
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Proposal 1
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Election of Directors
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FOR each director nominee
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Page 13
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Proposal 2
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Advisory resolution to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the accompanying Proxy Statement
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FOR approval
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Proposal 3
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Advisory resolution to approve, on a non-binding basis, the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers
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FOR one year
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Proposal 4
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Ratification of Deloitte & Touche LLP’s appointment as our independent auditor for the year ending December 31, 2024
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FOR ratification
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How to Vote Your Shares
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Online
 ​ ​ www.proxyvote.com ​ ​
By Phone
 ​ ​ Call the number at the top of your proxy card ​ ​
By Mail
 ​ ​ Complete, sign, date, and return your proxy card in the envelope provided ​
IMPORTANT NOTICE REGARDING ACCESS TO THE ANNUAL MEETING VIA TELEPHONE
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We are providing stockholders an opportunity to listen to the Annual Meeting via telephone. You can access this option by dialing 866-290-5977 immediately prior to the start time for the Annual Meeting and asking to be joined into the Pacific Premier Bancorp, Inc. call.
Stockholders accessing the meeting via telephone will not be able to vote their shares of common stock via telephone during the Annual Meeting. As a result, if you plan to listen to the Annual Meeting via telephone, it is important that you vote your proxy prior to the Annual Meeting. For details on how to vote your proxy, please refer to “Meeting and Other Information — How to Vote” on page 86 of this Proxy Statement.
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2023 PERFORMANCE HIGHLIGHTS
The following financial performance highlights are qualified by reference to our Annual Report on Form 10-K for the year ended December 31, 2023, which we refer to as our 2023 Annual Report. For more complete information regarding our 2023 performance, please review our 2023 Annual Report.
We Produced Consistent Results Amidst an Uncertain Environment
Our team delivered consistent performance during 2023, which was an extraordinary and challenging year for the banking industry. Rapidly rising interest rates, multiple bank failures in rapid succession, and heightened regulatory scrutiny brought challenging dynamics to the market. Throughout it all, we maintained our focus on prudent and proactive capital, liquidity and credit risk management, and leveraged our best-in-class service to deepen our relationships with existing clients and attract new clients to our franchise to deliver long-term value to our stockholders and the communities we serve.
As evidence of our prudent and proactive approach to risk management, in November 2023, we completed a Board-approved investment securities portfolio repositioning transaction in which we sold approximately $1.26 billion of available-for-sale securities consisting primarily of lower-yielding agency and mortgage-backed debt securities for a net after-tax loss of approximately $182.3 million. A portion of the net proceeds from the securities portfolio repositioning was deployed during the fourth quarter of 2023 into a mix of cash and higher-yielding earning assets, and a portion of the net proceeds was used to repay higher-cost brokered deposits and borrowings. In addition to further enhancing our liquidity and preserving our capital, the securities repositioning produced immediate results by expanding the fourth quarter 2023 net interest margin by 16 basis points, and is anticipated to meaningfully contribute to our earnings in future periods.
Our approach to capital, liquidity, and credit risk management continue to produce results for our stockholders. Our tangible common equity ratio was in the top 10% of the KBW Regional Banking Index (the “KRX”) at December 31, 2023, while our common equity capital ratio (“CET1”) was in the top quartile of the KRX at the same date. For full year 2023, after giving effect to the investment securities portfolio restructuring transaction described above, as well as $1.5 million after-tax additional noninterest expense due to a special FDIC assessment in the fourth quarter of 2023, we had net income of $30.9 million, or $0.31 per diluted share, return on average assets (“ROAA”) of 0.15%, and return on average tangible common equity (“ROATCE”) of 2.09%. Excluding the net after-tax loss resulting from the securities portfolio repositioning transaction and the special FDIC assessment in the fourth quarter of 2023, our full-year adjusted net income was $214.6 million, or $2.26 per diluted share, and our full-year adjusted ROAA and adjusted ROATCE were 1.03% and 11.95%, respectively.* Our adjusted return measures reflected our continued focus on prioritizing capital accumulation over balance sheet growth throughout the year. To add some historical perspective, our tangible book value per share has more than doubled since 2013, reflecting successful execution of our overall growth strategy.
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Please refer to the “GAAP Reconciliations” included in Annex A to this Proxy Statement. Adjusted ROAA excludes net after-tax loss of $182.3 million resulting from the securities portfolio restructuring transaction and $1.5 million after-tax noninterest expense due to the special FDIC assessment, each in the fourth quarter of 2023. On an unadjusted basis, our full-year ROAA was 0.15%.
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Tangible Book Value per Share with Cumulative Dividends*
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We Prioritized Capital Accumulation and Risk Management
We emphasized prudent credit risk management throughout 2023 as our allowance for credit losses, at 1.45% of loans held for investment, ranked in the top quartile of the KBW regional banking index. Nonperforming assets remained near historical lows at 0.13% of total assets, ranking in the top 10% of the KRX at year-end 2023. Our regulatory capital ratios have increased meaningfully since 2021, representing our continued focus on capital accumulation. Additionally, we continued to exercise pricing discipline while tightly controlling operating expenses. The strength of our relationship-centric deposit base is evident with our full year total cost of funds of 1.49%, which was better than the peer median. On the expense front, our level of noninterest expenses to average assets of 1.96% was also better than the peer median.
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Please refer to the “GAAP Reconciliations” included in Annex A to this Proxy Statement.
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Please refer to the “GAAP Reconciliations” included in Annex A to this Proxy Statement.
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Continued Value Creation for Our Stockholders in 2023
We continued to deliver short- and long-term value to our stockholders in 2023. We returned $126 million in capital to our stockholders throughout the year and have returned an aggregate of $507 million in common dividends over the past five years. Our 10-year total shareholder return of 125% exceeded the KBW Regional Bank Total Return Index increase of 81%, over the ten-year period ended December 31, 2023.
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OVERVIEW OF VOTING MATTERS
The vote required for each proposal presented at the Annual Meeting and the effect of uninstructed shares and abstentions on each proposal is as follows:
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Proposal
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Vote Required
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Broker
Non-Votes
Allowed
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Abstentions
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You May Vote
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Proposal 1 Election of Directors
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Majority of Votes Cast*
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No
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No Effect
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FOR, AGAINST, or
ABSTAIN
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Proposal 2 Advisory Vote on Approval of Named Executive Officer Compensation
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Majority of Votes Cast
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No
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No Effect
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FOR, AGAINST, or
ABSTAIN
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​ Proposal 3 Advisory Vote on Frequency of Stockholder Advisory Votes on
Named Executive Officer Compensation 		​ ​
Majority of Votes Cast
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No
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No Effect
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1 YEAR, 2 YEARS,
3 YEARS, OR ABSTAIN
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Proposal 4 Ratification of Independent Auditor
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Majority of Votes Cast
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Yes
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No Effect
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FOR, AGAINST, or
ABSTAIN
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*
Voting standard for uncontested director elections.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING
​ ​ Our Notice of Meeting and Proxy Statement and the 2023 Annual Report are available on the Internet at www.proxyvote.com and from our corporate website at www.ppbi.com under the “Investors” section. Information on this website, other than the Proxy Statement, is not a part of the enclosed Proxy Statement. ​ ​
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2023 STOCKHOLDER OUTREACH & ENGAGEMENT CAMPAIGN
During 2023, we actively and directly engaged with our institutional stockholders, with executive management participating in eight investor conferences and holding individual meetings with more than 100 institutional investors.
Additionally, in 2023 the Company continued its formal stockholder outreach and investor engagement campaign, the majority of engagement calls conducted in fall 2023. The outreach campaign targeted Pacific Premier’s largest institutional stockholders, consisting of both active and passive investors. The 2023 stockholder outreach campaign included efforts to connect with holders of approximately 74% of our outstanding shares of common stock (as of September 30, 2023), and direct engagement calls were held with holders accounting for 56% of shares outstanding. Our Lead Independent Director, Board Chair and Chief ESG and Corporate Responsibility Officer participated in the engagement calls, with discussions covering a range of topics related to long-term stockholder value, including our environmental, social and governance (“ESG”) initiatives, corporate governance, data and security, and executive compensation.
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74%
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56%
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Top 25 Institutional Investors
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Proactive outreach to stockholders
representing 74% of voting shares
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Investors holding 56% of outstanding
shares engaged in calls with the Lead Independent Director, Board Chair and Chief ESG and Corporate Responsibility Officer
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Institutional investors contacted during
2023 Stockholder Outreach Campaign
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The table below summarizes the feedback we received from stockholders on the themes of environment and climate; human capital and diversity, equity, and inclusion; corporate governance and data security; executive compensation; and enterprise risk management. We intend to publish our 2023 Corporate Social Responsibility Report (“2023 CSR Report”) during the second quarter of 2024.
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FEEDBACK THEMES
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ACTIONS IMPLEMENTED
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​ THEME 1: ENVIRONMENT AND CLIMATE ​ ​ ​ ​ ​
​ ESG Journey. Investors recognized the Company’s continued disclosure of ESG initiatives aligned with the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-related Financial Disclosures (“TCFD”) frameworks, which are our stockholders’ preferred frameworks. ​ ​ ​ Enhanced our ESG program with new disclosures in the 2023 CSR Report, building on the previous disclosures and continuing to address elements of the SASB and TCFD frameworks. See the 2023 CSR Report. ​
​ GHG Emissions. Investors appreciated the Company’s development of clear ESG disclosures. ​ ​ ​ We updated our public disclosures of Scope 1 and Scope 2 GHG emissions to include 2023. ​
​ Data Integrity. Investors discussed the importance of data integrity and controls around ESG reporting. Investors asked about the ESG data capture process, including the role of automation and the utilization of third-party vendors versus using internal resources. ​ ​ ​ As part of our efforts to enhance the data capture process, we integrated ESG data capture into our enterprise-wide governance, risk and compliance platform. We utilize third party vendors, and continue to develop internal controls to ensure data integrity. Please see the 2023 CSR Report. ​
​ Risk Oversight and Climate. Investors asked about risk oversight in the area of climate risk, including potential lending exposure in industries that are particularly impacted, namely, carbon-intensive industries.
Investors asked about our climate risk evaluation process in commercial underwriting, specifically about natural disasters among California-based customers. An investor asked about exposure to fire and flood. 		​ ​ ​
For a high-level statement regarding the Company’s potential lending exposure to industries that are particularly impacted by climate risk, please see page 17 of our 2023 Annual Report.
For a discussion about the internal climate-related credit risk management process, please see the 2023 CSR Report.
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​ THEME 2: SOCIAL AND HUMAN CAPITAL ​ ​ ​ ​ ​
​ Community Outreach and Financial Inclusion. Investors asked about our community outreach programs broadly, and asked about our efforts related to financial inclusion in our communities. ​ ​ ​ We expanded disclosure related to community outreach and financial inclusion in our 2023 CSR Report. ​
​ Employee Engagement. Investors asked about the employee engagement program and its frequency. Investors asked about the results and learnings from the employee engagement survey ​ ​ ​ Enhanced disclosure around our employee engagement program, including our most recent engagement survey, are included in our 2023 Annual Report and 2023 CSR Report. ​
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FEEDBACK THEMES
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ACTIONS IMPLEMENTED
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​ THEME 3: BOARD OF DIRECTORS MATTERS ​ ​ ​ ​ ​
​ Board Oversight. Investors asked about the Board’s oversight role in several key areas, including capital management, enterprise risk management, and environmental and social initiatives. ​ ​ ​ We have expanded our disclosures related to Board oversight in several key areas, including enterprise risk management, cybersecurity and environmental and social initiatives. Please see pages 33-35 and 39-42 of this Proxy Statement. See also page 36 for a summary of director engagement outside of the Board room. ​
​ Board Refreshment. Investors inquired about the process for identifying needed skillsets and ensuring those skillsets are reflected in the Board’s composition. Investors asked about board term limitations, succession planning and overall structure of director tenure. ​ ​ ​ Please see pages 14-15 of this Proxy Statement for an explanation of our process around identifying needed skillsets and efforts to ensure those skills are reflected in the Board’s composition. Our policy regarding term limitations is discussed on page 14 of this Proxy Statement, and our Nominating and Governance Committee regularly reviews this policy. ​
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Best Practices; Education and Training. Investors discussed director over boarding asked about policies related to our directors participating as directors of other public companies.
One investor suggested enhanced disclosures around board education, training, and engagement for new directors.
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Our Governance Policy provides that our directors may serve on the board of directors of no more than three additional public companies. Our director skills matrix, on page 13 of this Proxy Statement, includes information on outside public company board service.
We provided additional disclosure about our Director continuing education program and processes on page 15 of this Proxy Statement.
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​ THEME 4: EXECUTIVE COMPENSATION ​ ​ ​ ​ ​
​ Peer Weighted Incentives. Investors provided favorable feedback that the Company’s STI metrics, not just LTI metrics, are weighted relative to peers. ​ ​ ​ We appreciate the positive feedback. For 2023, we maintained return on average assets relative to the KRX index as a performance metric. Please see pages 59-61 of this Proxy Statement. ​
​ Incentive Compensation Metrics. Investors asked about possible updates to STI and LTI metrics, particularly whether STI metrics are being updated to have more of a risk mitigation focus given the given unique industry challenges during 2023. ​ ​ ​ Our Compensation Committee adopted revised STI metrics for 2023, including a strategic objectives element that incorporated elements of risk mitigation and an emphasis on social initiatives including diversity, equity and inclusion. See pages 59-61 of this Proxy Statement. ​
​ THEME 5: ENTERPRISE RISK MANAGEMENT ​ ​ ​ ​ ​
​ Liquidity, Interest Rate and Credit Risk. Investors asked about the process for managing interest rate, liquidity and credit risk given the challenging industry environment in 2023, including how we approach the tradeoff between growth and risk management given our strong capital position. ​ ​ ​ For information on our management of liquidity, interest rate and credit risk, please see our Investor Presentations for the fourth quarter of 2023 and the first quarter of 2024. Please also see the description of our business on pages 5-18 of our 2023 Annual Report. ​
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ESG HIGHLIGHTS
In 2023, we achieved important milestones in our ESG efforts, resulting in several noteworthy accomplishments. The table below provides a summary of these key highlights. For a more comprehensive overview of our initiatives and progress, we encourage you to review our annual CSR Report.
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2023 ACCOMPLISHMENTS
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​ Relaunched FreshStart checking account to meet the needs of unbanked and underbanked individuals, promoting financial inclusion and accessibility ​
​ Disclosed Scope 1 and Scope 2 emissions ​
​ Sourced 38% of electricity at a key Headquarters building in Irvine from renewable resources ​
​ Achieved the highest level of volunteer and community engagement hours, totaling 10,800+, highlighting dedication to community involvement and social responsibility ​
​ Improved employee engagement with Gallup survey surpassing average participation rates at 91% ​
​ Formed Women in Leadership group focused on mentoring high-performing future women leaders in the bank, promoting gender diversity and empowerment ​
​ Established formal Supplier Diversity Council to explore opportunities for diverse suppliers to participate in our procurement process ​
​ Materially reduced purchase of single-use cups, plates, and utensils in our offices ​
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DIRECTOR NOMINEES
Additional details about each of the director nominees can be found beginning on page 18.
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COMMITTEE MEMBERSHIPS AT DECEMBER 31, 2023
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Name
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Age
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Director
Since
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Independent
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Audit
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Compensation
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Nominating/​
Governance
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Enterprise
Risk
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Ayad A. Fargo
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63
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2016
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Steven R. Gardner, Chair, CEO & President
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2000
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Stephanie Hsieh
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2022
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Jeffrey C. Jones
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2006
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Rose E. McKinney-James
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2022
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M. Christian Mitchell, Lead Independent Director
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2018
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George M. Pereira
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2021
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​ ​ ​ ​ ​ ​ ​ ​
●
​
​
Barbara S. Polsky
 ​ ​
69
​ ​
2019
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Zareh H. Sarrafian
 ​ ​
60
​ ​
2016
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Jaynie M. Studenmund
 ​ ​
69
​ ​
2019
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Richard C. Thomas
 ​ ​
75
​ ​
2020
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​ ​ Committee Chairperson ​ ​
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​ ​ Committee Member ​
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Board of Director and Governance Highlights
​
Board Independence
​ ​ ​
Board Practices
​ ​ ​
Board Accountability
​ ​ ​
Stockholder Alignment
​
​
•
Lead Independent Director provides robust independent oversight
​
•
All directors are independent except for CEO
​
•
100% independent Board committees; 50% of Chairs with gender or ethnic diversity
​
•
Independent directors conduct regular executive sessions led by the Lead Independent Director
​
•
Board and committee ability to hire outside advisors, independent of management
​
 ​ ​ ​
•
Annual Board, committee, and director assessments
​
•
Risk oversight and strategic planning by full Board and committees
​
•
Outside public board service limited to three additional boards
​
•
Board has direct access to all of our senior executive officers
​
•
Independent directors evaluate CEO performance and approve CEO and NEO compensation
​
 ​ ​ ​
•
Annual election of all directors
​
•
Majority vote for uncontested elections
​
•
Stockholders have the ability to call a special meeting with 10% support
​
•
Stockholder engagement program with feedback incorporated into Board deliberations
​
•
One class of outstanding capital stock with equal voting rights
​
 ​ ​ ​
•
Robust stock ownership guidelines for all Directors and Named Executive Officers
​
•
Clawback policy for both cash and equity incentives refreshed in November 2023
​
•
Maintain restrictions on hedging and pledging shares of our stocks
​
•
Double-trigger acceleration of equity vesting provisions in place for change in control
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EXECUTIVE COMPENSATION HIGHLIGHTS
The Compensation Discussion and Analysis beginning on page 49 gives a more detailed description of the Company’s compensation policies, which include the following highlights:
​ ​ ​ ​ ​
Our Compensation Philosophy
 ​ ​ ​ ​ ​ ​ ​ 2023 Executive Compensation Highlights​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​
Alignment with
Stockholder
Interests
 ​ ​
•
Executive compensation is tied to financial performance and achievement of strategic goals
​
•
Stock ownership requirements
​
•
Disincentives for excessive risk-taking
​
 ​ ​ ​ ​ ​ ​ ​
2023 Say-on-Pay Results: 98% approval of compensation program
Stockholder Outreach: Continued formal stockholder outreach program, which included outreach to institutional holders representing approximately 74% of outstanding shares and meetings held with investors holding 56% of outstanding shares
CEO Variable and “At Risk” Pay: Approximately 82% of CEO’s total compensation
Long-Term Incentives:
•
50% time-based restricted stock
​
•
50% performance-based RSUs
​
Maintained disciplined approach to compensation governance and best practices: Our Compensation Committee regularly reviews our compensation practices and policies to ensure they further our executive compensation philosophy and reduce unnecessary risk
​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​
Pay for
Performance
 ​ ​
•
Focus on both short-term and long-term performance
​
•
Compensation is tied to financial metrics that further our strategic plan
​
•
Performance is evaluated based on stockholder value, profitability, and risk management
​
 ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​
Attract and
Retain Key
Executives
 ​ ​
•
Peer group benchmarking ensures pay is competitive in the market
​
•
Executives must remain with the Company to earn incentive compensation.
​
 ​ ​ ​ ​ ​ ​ ​ ​ ​
INDEPENDENT AUDITOR MATTERS
As a matter of good corporate practice, we are seeking your ratification of Deloitte & Touche LLP as our independent auditor for the 2024 fiscal year. If our stockholders do not ratify the selection of Deloitte & Touche LLP, the Audit Committee may reconsider its selection.
For 2023, the total fees for services provided by Deloitte & Touche LLP were $2,070,499, all of which represented audit and audit-related fees. For 2023, total fees for services provided by Crowe LLP, our prior independent auditor, were $132,381, of which approximately 40% represented audit and audit-related fees.
IMPORTANT DATES FOR 2025 ANNUAL MEETING
Stockholder proposals for inclusion in our 2025 Proxy Statement pursuant to SEC Rule 14a-8 must be received by us by December 2, 2024. Notice of stockholder proposals for the 2025 annual meeting outside of SEC Rule 14a-8 must be received by us no earlier than January 13, 2025 and no later than February 12, 2025. In addition, stockholders that intend to solicit proxies in support of director nominees other than our nominees for future stockholder meetings must provide notice that sets forth the information required by SEC Rule 14a-19 no later than March 24, 2025.
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​
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
​
Our Board of Directors Recommends a Vote “FOR” All Nominees.
Our Director Nominees
Based on the recommendation of the Nominating and Governance Committee, we are pleased to propose eleven (11) director nominees for election this year. We believe that our director nominees, individually and together as a whole, possess the requisite skills, experience, and qualifications necessary to maintain an effective Board to serve the best interests of the Company and its stockholders. All nominees are deemed independent, except for our CEO.
At the recommendation of our Nominating and Governance Committee, our Board has approved a decrease in the size of our Board of Directors from 12 to 11 members, effective immediately prior to our Annual Meeting. Mr. Joseph Garrett is not standing for re-election and will retire from the Board effective immediately prior to the Annual Meeting. The Board would like to thank Mr. Garrett for his service and valuable contributions as a director over the past 12 years.
BOARD COMPOSITION
The Right Skills for Our Board
The Nominating and Governance Committee and the Board believe that the director nominees for 2024 provide the Company with the right mix of skills and experience necessary for an effective Board. The chart below denotes the areas of expertise we value and the percentage of director nominees with that expertise or experience.
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The Nominating and Governance Committee and the Board have identified skills and experience related to cybersecurity, climate risk and oversight of ESG initiatives as areas of continued short-term focus. The Nominating and Governance Committee considers these skill areas in its ongoing Board refreshment efforts and in offering 2024 training opportunities for current directors.
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•
Enterprise Risk and Cybersecurity Oversight. Mr. Pereira, who joined the Board in 2021, was appointed as Chair of the Enterprise Risk Committee in May 2023. He has experience leading cybersecurity oversight teams focused on risks and continuous improvement models within the financial services industry. He also has expertise in building and managing technology and risk control platforms within the financial services industry.
​
•
ESG Oversight. Ms. McKinney-James, who joined the Board in 2022, has extensive experience in the oversight and development of ESG programs and initiatives. She has served as a business consultant for the past 20 years, advising in the areas of sustainable economic development, energy policy, and community outreach. She has served on the Nominating and Governance Committee and Enterprise Risk Committee since joining the Board in 2022.
​
Refreshment and Retention
The Board is committed to thoughtful and appropriate board refreshment. Four new independent directors joined the Board during the four-year period ending December 31, 2023. As of March 18, 2024, the average tenure of our independent director nominees was 6.1 years, helping ensure fresh perspectives. Our director nomination process reflects our growth as a Company and our focus on having a Board composed of directors who contribute to the evolving needs of the Company, while maintaining the invaluable knowledge brought by more tenured directors.
While we do not have a policy that mandates term limits or director retirement at a certain age, the Nominating and Governance Committee reviews Board refreshment and director tenure on an ongoing basis.
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Key Statistics about our Director Nominees
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Selecting and Nominating Director Candidates
The identification and evaluation of director candidates takes place in the context of an ongoing board renewal and refreshment process. The Nominating and Governance Committee is responsible for selecting and nominating director candidates and for carrying out the Board’s commitment to maintaining a balanced and diverse composition of well-qualified directors. The Nominating and Governance Committee discusses Board refreshment regularly and identifies candidates for potential nomination to the Board based on their ability to diversify and complement the Board’s existing strengths. Below is a brief outline of the process:
1.
Ongoing Assessment of Board Composition and Evaluation of Priorities
The Nominating and Governance Committee periodically reviews the appropriate size, composition, skills and diversity of the Board of Directors. The Committee utilizes its skills matrix to determine its priorities in seeking out new director candidates for continuous, healthy Board refreshment. Specifically, over the past several years, the Nominating and Governance Committee has focused its efforts on identifying new director candidates who would add knowledge in the areas of cybersecurity, technology, and ESG oversight, as well as depth in financial services expertise, while contributing to the Board’s diversity.
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2.
Solicit and Source a Diverse Pool of Candidates
Working with the Board Chair, the Nominating and Governance Committee regularly seeks out and evaluates a diverse pool of candidates using multiple sources, including a third-party search firm and receiving input from directors and other stakeholders. The third-party search firm assists in identifying director prospects, performs candidate outreach, provides information about candidates, and performs other related services.
​
3.
Evaluation of Director Candidates
The Nominating and Governance Committee takes a comprehensive approach to the evaluation of director candidates, taking into consideration the makeup of the entire Board, including tenure, experience, skillset, and diversity considerations. The Committee identifies and recommends the Board nomination of well-qualified candidates, based on the candidates’ ability to diversify and complement the Board’s existing strengths.
​
Director Onboarding and Continuing Education
All directors joining the Board participate in a director onboarding process, which involves informational sessions regarding our business, strategy, and governance with key members of Board leadership and members of executive management. The Board believes that ongoing director education is important for maintaining an effective Board. Our Nominating and Governance Committee regularly reviews training opportunities, including an education program prepared by a third party that is tailored to topics of current focus and priority, and skillsets and matters pertinent to committee-specific service on the Board. Overall, continuing education is achieved utilizing a number of resources and means, including participation in formal education programs, conferences, and seminars (the expenses of which are reimbursable by the Company) or through independent study and outside reading. In addition, from time to time, management may also bring education opportunities to the Board through outside speakers, management presentations, and additional educational materials.
Board Diversity
We embrace diverse perspectives, which we believe lead to better business performance, decision making, and understanding of the needs of our diverse clients, employees, stockholders, business partners, and other stakeholders. Our Board believes that its members must reflect a balanced mix of skills, experience, backgrounds and attributes applicable to our business, strategy, and stakeholder interests. While we did not onboard any new directors in 2023, the Nominating and Governance Committee continues its focus on Board diversity, including its commitment to gender, racial and ethnic representation in ongoing refreshment efforts. In addition, the Nominating and Governance Committee broadly considers other components of diversity, such as geographic diversity, professional background and industry-specific experience.
Our Board takes a multi-dimensional approach to diversity and considers whether director candidates would enhance the diversity of the Board in terms of a variety of skills and attributes such as:
​
➢
Industry experience, particularly in banking and our client industries;
​
➢
Functional, technical, or other professional expertise;
​
➢
Gender and age;
​
➢
Racial/ethnic background; and
​
➢
Geographic diversity.
​
Our stockholders may propose director candidates for consideration by the Nominating and Governance Committee by submitting the individual’s name and qualifications to our Corporate Secretary at 17901 Von Karman Avenue, Suite 1200, Irvine, CA 92614 in accordance with, and with such other information as may be required by, our Bylaws. Our Nominating and Governance Committee will consider all director candidates properly submitted by our stockholders in accordance with our Bylaws and Governance Policy.
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The matrix below summarizes the self-identified gender and ethnically diverse composition of our Board.
​
BOARD DIVERSITY MATRIX (AS OF MARCH 18, 2024)*
​
​
Total Number of Directors
​ ​
12
​
​ ​ ​ ​
Male
​ ​
Female
​ ​
Non-Binary
​ ​
Undisclosed
Gender
​
​
Number of Directors based on gender identity
 ​ ​
7
​ ​
4
​ ​
—
​ ​
1
​
​
Number of Directors who identify in any of the categories below:
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
African American or Black
 ​ ​
—
​ ​
1
​ ​
—
​ ​
—
​
​
Asian
 ​ ​
—
​ ​
1
​ ​
—
​ ​
—
​
​
Hispanic or Latinx
 ​ ​
1
​ ​
—
​ ​
—
​ ​
—
​
​
White
 ​ ​
6
​ ​
2
​ ​
—
​ ​
1
​
​
*
Per Nasdaq’s board diversity requirements, inapplicable categories omitted.
​
Director Qualifications
In light of our business, the primary areas of experience, qualifications, and attributes typically sought by the Nominating and Governance Committee in director candidates include, but are not limited to, the following primary areas:
➢
Banking/Financial Services Expertise: Experience with the commercial banking or financial services industry, to help support and grow our core business.
​
➢
Leadership: Experience holding significant leadership positions, particularly as a CEO or head of a significant business line, to help us drive business strategy, growth, and performance.
​
➢
Public Company Oversight: Experience in public company governance, including Board leadership positions, corporate governance best practices and policies, and managing relations with key stakeholders.
​
➢
Finance/Accounting: Experience in financial management and capital allocation to oversee our financial position and to assess our strategic objectives from a financial perspective.
​
➢
Audit Committee Financial Expert Qualifications: Experience in accounting, financial reporting or audit processes, to oversee our financial position and reporting.
​
➢
Enterprise Risk Management: Knowledge of or experience with key risk oversight or risk management functions, including cybersecurity and climate risk, to help oversee the dynamic risks we face.
​
➢
Executive Compensation and Human Capital Resource Management: Knowledge of or experience with executive compensation and human capital resource management strategies and oversight.
​
➢
Government and Regulatory Compliance: Knowledge of or experience in regulated industries or governmental organizations to oversee our highly regulated business that is affected by regulatory and governmental actions.
​
➢
Cybersecurity/Information Security: Experience with cybersecurity, information security, and data privacy, and related oversight to help secure our operations, assets, and data.
​
➢
Information Technology: Experience and/or oversight involving innovative technology, including investment in and development of innovative technology.
​
➢
ESG: Experience in providing oversight of ESG-related initiatives, including efforts to assess and manage potential risks.
​
Additionally, the Nominating and Governance Committee may consider other areas relevant to the Company’s strategic growth and business needs, as it determines necessary, including important attributes, such as: strong strategic, critical, and innovative thinking; sound business judgment; high ethical standards; collegial spirit; ability to debate and challenge constructively; and availability and commitment to serve.
Voting for Director Nominees
Majority Vote Standard. Because the election of directors to occur at the Annual Meeting is not contested, the vote required for the election of each of the eleven (11) director nominees by the stockholders is the affirmative vote of a majority of the votes cast in favor of or against the election of such director nominee. If the election of directors was a contested election, which it is not, director nominees would be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election. There is no cumulative voting for our directors.
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Voting of Proxies. Unless instructions to the contrary are specified in a proxy properly voted and returned through available channels, the proxies will be voted FOR each of the nominees listed below. If you indicate “abstain” for a particular nominee on your proxy card, your vote will not be considered in determining whether a nominee has received the affirmative vote of a majority of the votes cast in an uncontested election or a plurality of the votes cast in a contested election. The election of directors is considered a “non-routine” item upon which brokerage firms may not vote in their discretion on behalf of their clients if such clients have not furnished voting instructions. Therefore, broker “non-votes” will not be considered in determining whether a nominee has received the affirmative vote of a majority of the shares in an uncontested election or a plurality of the shares in a contested election.
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BIOGRAPHIES OF DIRECTORS
The biographies of each of our current directors and director nominees are set forth below. Each of our directors also serves as a director of Pacific Premier Bank.
Steven R. Gardner
 ​ ​ ​ ​
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Age: 63
Director Since: 2000
Chairman, CEO, and President of Pacific Premier Bancorp, Inc.
Chairman and CEO of Pacific Premier Bank
 ​ ​
Biography:
Mr. Gardner has served as President, Chief Executive Officer and a director of the Company and as the Chief Executive Officer and a director of the Bank since 2000. In addition, he served as the Bank’s President from 2000 until 2016. Mr. Gardner became Chair of the Boards of Directors of the Company and the Bank in May 2016. He has more than 35 years of experience as a commercial banking executive, and has extensive knowledge of all facets of financial institution management. Having completed 11 acquisitions of whole banks, specialty finance lines of business and FDIC failed banks, Mr. Gardner is an expert in all areas of mergers and acquisitions as well as capital market transactions.
Prior to joining the Company, Mr. Gardner was an executive officer of Hawthorne Financial Corporation since 1997, responsible for all credit administration and portfolio management. He has served in senior management positions at both commercial banks and thrift institutions.
Other Directorships and Positions
•
Director, Federal Reserve Bank of San Francisco (2013-2019)
​
•
Director and Chairman of the Finance Committee, Federal Home Loan Bank of San Francisco (2014-2017; Chairman of Finance Committee 2015-2016)
​
•
Vice Chairman, Federal Reserve Bank of San Francisco’s Community Depository Institutions Advisory Council (2011-2013)
​
•
Director and Member, Executive Committee of the Independent Community Bankers of America (“ICBA”) (2011-2013)
​
•
Director, ICBA Holding Company and ICBA Securities, a registered broker-dealer (2009-2014)
​
Education
•
Bachelor’s degree from California State University, Fullerton
​
•
Graduate school at California State University, Long Beach
​
Director Qualification Highlights
•
Extensive leadership experience as the Company’s current Chairman, CEO, and President and prior executive management roles
​
•
Expert experience in areas of mergers and acquisitions as well as capital market transactions
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M. Christian Mitchell
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​ ​
Biography:
Mr. Mitchell was appointed to serve as a member of the Boards of Directors of the Company and the Bank in 2018, and currently serves as the Lead Independent Director. Mr. Mitchell serves as a Senior Advisor to Marshall & Stevens, a national valuation and financial advisory firm. Mr. Mitchell is a retired Deloitte senior partner, where he served as the national managing partner for the firm’s Mortgage Banking/Finance Companies practice and was a founding member of the board of directors of Deloitte Consulting USA, among other leadership roles. Prior to the acquisition of Grandpoint Capital, Inc., Mr. Mitchell served as Lead Independent Director and chaired the Audit and Risk Committees for Grandpoint Capital, Inc.
Mr. Mitchell taught as an adjunct Accounting Professor at the University of Redlands from 2006 through May 2010 and a guest lecturer from 2010 to 2017. Mr. Mitchell is a member of the Board of Visitors for the University of Alabama Culverhouse College of Business.
Other Directorships and Positions
•
Director, AG Mortgage Investment Trust, Inc. (NYSE: MITT), a residential mortgage REIT with a focus on investing in a diversified risk-adjusted portfolio of residential mortgage-related assets in the U.S. mortgage market. MITT is externally managed by an affiliate of Angelo, Gordon & Co., L.P. (TPG Angelo Gordon), a diversified credit and real estate platform within TPG (2023-present)
​
•
Director, Parsons Corporation (NYSE: PSN), a global technology-enabled solutions provider to the defense, intelligence, and critical infrastructure markets, Chair of the Audit & Risk Committee, and member of the Corporate Governance & Responsibility Committee (2013-present)
​
•
In addition, Mr. Mitchell sits on the Board of Directors of Huntington Health Systems, an affiliate of Cedars Sinai Health Systems, where he serves as Chair of the Audit and Compliance Committees and sits on the Executive and Finance Committees (2018-present)
​
Education
•
Bachelor’s degree in accounting from University of Alabama, graduating summa cum laude
​
Director Qualification Highlights
•
Named to 2011 and 2012 NACD Directorship 100 for “exemplary board leadership, oversight and courage”
​
•
Extensive experience as a director of multiple public and private companies
​
•
Career-long audit and financial expertise in numerous industries
​
 ​
Independent Lead Director
Board Committee(s):
Audit (Chair)
Enterprise Risk
Nominating and Governance
   
​
Age: 69
Director Since: 2018
Retired Senior Partner of Deloitte
 ​
Ayad A. Fargo
 ​ ​ ​ ​
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​ ​
Biography:
Mr. Fargo has served as the President of Biscomerica Corporation, a food manufacturing company based in Rialto, California, since 1980. Biscomerica serves all classes of trade globally within the food industry, manufacturing and co-packing a wide range of products for various Fortune 500 companies. Mr. Fargo was appointed to serve as a member of the Boards of Directors of the Company and the Bank in January 2016, in connection with the Company’s acquisition of Security California Bancorp, a California corporation (“SCAF”) and its banking subsidiary Security Bank of California, a Riverside, California based state-chartered bank (“SBOC”).
Other Directorships and Positions
•
Director, SCAF and SBOC (2005-2016)
​
•
Chairman of the Board, RPG, a leading global packaging company headquartered in Germany (2008-2016)
​
•
Chairman of the Board, Bossar Packaging S.A., headquartered in Spain (2010-2015)
​
Education
•
Bachelor’s degree from Walla Walla University
​
Director Qualification Highlights
•
Career-long management experience in executive leadership roles
​
•
Public company oversight experience
​
 ​
Independent
Board Committee(s):
Compensation
Nominating and Governance
   
​
Age: 63
Director Since: 2016
President of Biscomerica Corporation
 ​
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Joseph L. Garrett
 ​ ​ ​ ​
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​ ​
Biography:
Since 2003, Mr. Garrett has been a principal at Garrett, McAuley & Co., which provides advisory services to commercial banks, thrifts, mortgage banking companies, Government Sponsored Enterprises, and private equity firms. He has been published widely on banking and finance and also advised one of the world’s largest pension funds on structured debt instruments. Each year he and his firm advised over fifty such entities, both private and public.
Other Directorships and Positions
•
President, Chief Executive Officer, a member and chairman of the Board of Directors for both American Liberty Bank and Sequoia National Bank (1989-1994 and 2000-2004)
​
•
Director, Hamilton Savings Bank (1984-1989)
​
•
Member, the California State Controller’s Advisory Commission on Public Employee Retirement Systems (1988-1994)
​
•
Member, the National Advisory Council for the Institute of Governmental Studies at the University of California (Berkeley) (2016-present)
​
•
In addition, Mr. Garrett previously served as Chairman, Berkeley Housing Authority (1977-1979); and Member, Berkeley Redevelopment Agency (1975-1977) and Berkeley Planning Commission (1978-1980)
​
Education
•
Bachelor’s degree from the University of California (Berkeley)
​
•
Master of Business Administration from the University of California (Berkeley)
​
•
Master’s degree from the University of Washington (Seattle)
​
Director Qualification Highlights
•
Extensive experience in the commercial banking and financial services industry
​
•
Executive leadership experience, including prior president and CEO roles at multiple commercial banks
​
 ​
Independent
Board Committee(s):
Compensation
Nominating and Governance
   
​
Age: 75
Director Since: 2012
Former Chairman, President and Chief Executive Officer of American Liberty Bank
 ​
Stephanie Hsieh
 ​ ​ ​ ​
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​ ​
Biography:
Ms. Hsieh currently serves as the CEO of Waban Advisors, Inc., a life science consultancy she founded in 2023, which focuses on regional economic development. Previously, Ms. Hsieh served as Executive Director of the Los Angeles office of Biocom California, the state’s leading non-profit trade association for the life science industry from 2020 to 2023. From 2012 to 2020, she was CEO of Meditope Biosciences, Inc., a privately-held, preclinical-stage oncology company, which she co-founded and where she currently serves as a non-executive director. Ms. Hsieh began her career as an intellectual property attorney, specializing in patent prosecution and litigation, and actively practiced law for a combined fifteen years. She served in a variety of legal and business roles in the biotechnology and biopharmaceutical industries, including as a senior executive at Impax Laboratories, Inc. from 2007 to 2011.
Ms. Hsieh is active in the community, serving on the Board of Directors of several non-profits. She was recognized in 2021 through 2023 by the LA Business Journal as one of Los Angeles’ “most influential leaders.”
Other Directorships and Positions
•
Director, Sydecar, Inc. (2021-present)
​
•
Director, Meditope Biosciences, Inc. (2012-present)
​
•
Director, Girls, Inc., a non-profit organization (2022-present)
​
•
Director and President-Elect, Wellesley College Alumnae Association (2019-present)
​
Education
•
Bachelor’s degree from Wellesley College, magna cum laude and Phi Beta Kappa
​
•
Juris Doctorate from Columbia University School of Law, Harlan Fiske Stone Scholar
​
•
Master of Business Administration from Stanford University, Graduate School of Business
​
Director Qualification Highlights
•
Enterprise risk management
​
•
Significant legal advisory and regulatory experience
​
 ​
Independent
Board Committee(s):
Compensation
Enterprise Risk
   
​
Age: 55
Director Since: 2022
Chief Executive Officer of Waban Advisors, Inc.
 ​
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Jeffrey C. Jones
 ​ ​ ​ ​
[MISSING IMAGE: ph_jeffreycjones-4c.jpg]
​ ​
Biography:
Mr. Jones was appointed to serve as a member of the Boards of Directors of the Company and the Bank in 2006. He previously served as Chairman of the Board of the Company and of the Bank from August 2012 to May 2016, and served as the Company’s Lead Independent Director from May 2017 to October 2020. Mr. Jones is the former Managing Partner and Executive Committee member of the regional accounting firm Frazer, LLP, where he first began working in 1977. Currently Mr. Jones is consulting with Frazer, LLP, having retired in December, 2020. Mr. Jones has over 40 years of experience in servicing small and medium sized business clients primarily within the real estate, construction, and agricultural industries. Mr. Jones is a Certified Public Accountant in California.
Other Directorships and Positions
•
Advisory Board Member, John E. and Susan S. Bates Center for Entrepreneurship and Leadership, Lewis and Clark College (January 2021-present)
​
•
Principal, Mariners Capital LLC, which syndicates commercial industrial real estate projects (2009-present)
​
•
President, Inland Exchange, Inc., an accommodator corporation (1989-1993)
​
Education
•
Bachelor’s degree in Business Administration from Lewis and Clark College in Portland, Oregon
​
•
Masters of Business Taxation from Golden Gate University
​
Director Qualification Highlights
•
Career-long finance, accounting and audit experience
​
•
Extensive finance and management experience in the finance and real estate industries
​
 ​
Independent
Board Committee(s):
Audit
Compensation
Nominating and Governance
   
​
Age: 69
Director Since: 2006
Former Managing Partner and Executive Committee Member of Frazer, LLP
 ​
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Rose E. McKinney-James
 ​ ​ ​ ​
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​ ​
Biography:
Ms. McKinney-James is an accomplished small business leader, clean energy advocate and independent corporate director with an extensive background in private sector corporate social responsibility, public service, and community and non-profit volunteerism. Ms. McKinney-James currently serves as the Managing Principal of Energy Works LLC (since 2003) and McKinney-James & Associates (since 2005), both of which provide business consulting services and advocacy in public affairs, energy policy, strategy, community outreach and sustainable economic development. She previously served as a Commissioner with the Nevada Public Service Commission and as a Director of the Nevada Department of Business and Industry. As the former CEO of the Corporation of Solar Technology and Renewable Resources, a solar and renewable energy company, she is credited with authoring the strategy to fast track the integration of renewable resources into utility energy portfolios. As a registered lobbyist with the Nevada Legislature, Ms. McKinney-James has represented the interests of Fortune 500 companies, local governments and small businesses.
Ms. McKinney-James is a frequent public speaker, including at corporate governance events and conferences focused on the environment.
Other Directorships and Positions
•
Director, MGM Resorts International (NYSE: MGM), a casino, hotel and entertainment resort owner-operator, where she currently chairs the Corporate Social Responsibility and Sustainability Committee and serves on the Compensation Committee (2005-present)
​
•
Director, Ioneer Ltd. (ASX:INR), an emerging lithium-boron supplier (2021-present)
​
•
In addition, Ms. McKinney-James currently sits on the Board of Directors of non-public companies and nonprofit organizations, Toyota Financial Savings Bank (2006-Present), National Association of Corporate Directors, and Pacific Southwest Chapter (2017-Present)
​
Education
•
Bachelor’s degree from Olivet College
​
•
Juris Doctorate from Antioch School of Law
​
Director Qualification Highlights
•
Two decades of independent corporate director experience with public and private companies
​
•
Extensive experience relating to oversight of environmental, social and governance matters
​
•
Seasoned experience in risk management, government affairs, legislation and utility regulatory proceedings
​
•
Chair Emerita for the American Association of Blacks in Energy
​
•
2019 recipient of the DirectWomen Sandra Day O’Connor Award for Board Excellence
​
•
2018 GreenBiz Verge VANGUARD Award
​
 ​
Independent
Board Committee(s):
Enterprise Risk
Nominating and Governance
   
​
Age: 71
Director Since: 2022
Managing Principal, Energy Works Consulting LLC and
McKinney-James & Associates
 ​
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George M. Pereira
 ​ ​ ​ ​
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​ ​
Biography:
Mr. Pereira retired from Charles Schwab Investment Management Inc. in 2020, having served as Chief Operating Officer from 2010 to 2020 and Chief Financial Officer from 2004 to 2020. He also served as Head of Financial Reporting for Charles Schwab & Co., Inc. from 2000 to 2004. Earlier in his career, Mr. Pereira gained valuable regulatory experience and perspective while serving as Managing Director at the New York Stock Exchange. Mr. Pereira has developed extensive expertise in building and managing financial, operational, technology and risk control platforms for growth and scale within the financial services industry. He also has significant experience leading cybersecurity oversight teams, focused on risks and continuous improvement models.
Other Directorships and Positions
•
Director, Pave Finance, Inc. (2023-present)
​
•
Director, State Street Global Advisors (SSGA) Mutual Funds (2022-present)
​
•
Director, Charles Schwab Asset Management (Ireland) Ltd. (2004-2020)
​
•
Director, Charles Schwab Worldwide Funds plc (2004-2010)
​
•
Member, Latino Corporate Directors Association (2021-present)
​
•
Director, Rotaplast International, Inc., a non-profit organization that provides free medical services to children worldwide (2012-2018)
​
Education
•
Bachelor’s degree in Economics from State University of New York at Albany
​
•
Master of Business Administration from Saint John’s University
​
Director Qualification Highlights
•
Long-term executive management experience with financial institutions
​
•
Cybersecurity oversight experience
​
•
Extensive experience relating to financial reporting, operations, and enterprise risk management
​
 ​
Independent
Board Committee(s):
Enterprise Risk (Chair)
Audit
   
​
Age: 59
Director Since: 2021
Retired Chief Operating Officer and Chief Financial Officer of Charles Schwab Investment Management Inc.
 ​
Barbara S. Polsky
 ​ ​ ​ ​
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​ ​
Biography:
Ms. Polsky serves as an attorney/consultant to financial technology companies with respect to regulatory, acquisition, lending and payment matters. In 2022, Ms. Polsky served as a senior advisor to Jiko Group, Inc., a financial technology company, where she previously served as General Counsel and Chief Legal Officer since 2020. Prior to that, Ms. Polsky was a partner at the law firm of Manatt, Phelps & Phillips, LLP in Los Angeles. Through her 40+ years of law firm practice and her years as General Counsel at both publicly traded bank and specialty finance companies, Ms. Polsky has extensive knowledge concerning domestic and foreign banks, financial holding companies, savings associations, mortgage, other specialty finance and financial technology companies, as well as lending and securities transactions, mergers and acquisitions, governance and regulatory and compliance matters. Ms. Polsky frequently lectures at investment banking and commercial banking seminars on mergers and acquisitions, bank capital augmentation and compliance matters.
Other Directorships and Positions
•
Executive Vice President and General Counsel, City National Corporation and City National Bank (1999-2001)
​
•
Executive Vice President and General Counsel, Aames Financial Corporation and Aames Home Loan (1996-1999)
​
•
Prior service as Director of ConnexPay, LLC (2018-2022), and Mid-Central National Bank (2022-2023)
​
Education
•
Bachelor’s degree from the University of Michigan
​
•
Juris Doctorate from the University of Michigan Law School, magna cum laude
​
Director Qualification Highlights
•
In-depth experience in investment banking and commercial banking
​
•
Unique legal advisory experience relating to lending and securities transactions, mergers and acquisitions, governance and regulatory and compliance matters
​
 ​
Independent
Board Committee(s):
Enterprise Risk
Compensation
Nominating and Governance
   
​
Age: 69
Director Since: 2019
Former Partner at Manatt, Phelps & Phillips, LLP
 ​
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Zareh H. Sarrafian
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​ ​
Biography:
Mr. Sarrafian’s significant experience and leadership in the healthcare industry spans over 25 years. In 2015 Mr. Sarrafian assumed the role of Chief Executive Officer for Riverside University Health System. Mr. Sarrafian oversees the delivery of healthcare to over 2.4 million residents within Riverside County. The healthcare system includes a major academic Medical Center, 14 Outpatient Care Clinics, Department of Public Health, and the Department of Behavioral Health. Prior to joining Riverside County, Mr. Sarrafian served as Chief Administrative Officer for Loma Linda University Medical Center, which included 4 hospitals with over 1,000 patient beds. Prior to that, he served as Administrator for Loma Linda University Children’s Hospital and Chief Executive Officer of the Loma Linda University Behavioral Medicine Center. Mr. Sarrafian’s many years of service to the healthcare industry includes the positions of Chief Financial Officer for Kaiser Permanente Medical Center, Riverside, for 10 years, as well as Morris & Grayson, Inc., La Quinta, CA.
Other Directorships and Positions
•
Director, Switch, Inc., member of the Audit and Nominating and Governance Committees (2018-2022)
​
•
Director, SCAF and SBOC (2005-2016)
​
•
In addition, Mr. Sarrafian sits on the Board of Directors of additional non-public companies and nonprofit organizations, including as Trustee, Loma Linda University Health (2019-Present), where he serves as a member of Finance, Audit and Investment Committees; Director, Urban Promise International (2016-present); Director, Riverside County Chamber of Commerce (2017-present); and Director, La Sierra University Foundation (2010-present)
​
Education
•
Bachelor’s degree from California State Polytechnic University, Pomona
​
•
Master of Business Administration from California State University, San Bernardino
​
Director Qualification Highlights
•
Career-long management experience in executive leadership roles
​
•
In-depth experience in public company oversight
​
 ​
Independent
Board Committee(s):
Nominating and Governance (Chair)
Audit
   
​
Age: 60
Director Since: 2016
Chief Executive Officer of Riverside University Health System
 ​
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Jaynie M. Studenmund
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​ ​
Biography:
Ms. Studenmund is a seasoned independent director who brings significant executive experience across a number of industries, including financial services, digital, health care and consumer businesses. Ms. Studenmund began her career as a management consultant with Booz, Allen & Hamilton. Next, Ms. Studenmund was a banking executive for 20 years, serving as Executive Vice President and head of retail business banking at First Interstate of California (now Wells Fargo) and also at Great Western Bank and Home Savings of America (now part of JP Morgan Chase). Following her banking career, Ms. Studenmund pivoted to the internet, where she was the President and Chief Operating Officer for PayMyBills.com and Chief Operating Officer of then-publicly traded Overture Services.
Other Directorships and Positions
•
Director, ExlService Holdings, Inc. (Nasdaq: EXLS), Chair of the Compensation Committee and member of the Audit Committee (2018-present)
​
•
Director, select funds for Western Asset Management, member of the Contract, Audit and Nominating and Governance Committees (2004-present)
​
•
In addition, Ms. Studenmund sits on the Board of Directors of additional non-public companies and nonprofit organizations, including as board chair and life trustee of Huntington Health — Cedars Sinai Health System (1997-present), co-founder and executive committee member of the Enduring Heroes Foundation (2014-present) and trustee for the J. Paul Getty Trust (2021-present)
​
Education
•
Bachelor’s degree from Wellesley College, Phi Beta Kappa
​
•
Master of Business Administration from Harvard Business School
​
Director Qualification Highlights
•
Recently recognized as one of NACD’s Top 100 Corporate Directors
​
•
Significant executive experience across a number of industries, including financial services, digital technologies, health care and consumer related businesses
​
•
Long-term executive management experience with financial institutions in the Company’s market
​
•
Extensive experience as a director of multiple public and private companies, including prior service as Chair of the Compensation Committee at the following public companies: CoreLogic, Inc. (Nasdaq: CLGX) (2012-2021), Pinnacle Entertainment Group (Nasdaq: PNK) (2012-2018), and LifeLock (NYSE: LOCK) (2015-2017)
​
 ​
Independent
Board Committee(s):
Compensation (Chair)
Enterprise Risk
   
​
Age: 69
Director Since: 2019
Former Executive Vice President and Head of Retail & Business Banking, First Interstate Bank and Great Western Bank
 ​
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Richard C. Thomas
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​ ​
Biography:
Mr. Thomas served as a director of Opus Bank from August 2017 until it was acquired by the Company in June 2020. His professional career spans over 35 years within the financial services and accounting and audit industries. He most recently served as Executive Vice President and Chief Financial Officer of CVB Financial Corp. and its principal subsidiary, Citizens Business Bank, from 2010 until his retirement in 2016. From 2009 to 2010, Mr. Thomas served as Executive Vice President and Chief Risk Officer of Community Bank in Pasadena, where he developed a risk-based audit program and oversaw internal audits, including the documentation and testing of internal controls in operations, regulatory compliance and credit reviews. Prior to Community Bank, Mr. Thomas was an audit partner at Deloitte & Touche LLP for 22 years, leading teams in auditing financial statements and internal controls certifications, consulting in accounting, regulatory compliance, cost reduction strategies, and public filings, including registration statements, and mergers and acquisitions. Mr. Thomas is a Certified Public Accountant (inactive) and a member of the American Institute of Certified Public Accountants.
Other Directorships and Positions
•
Director and Chairman of the Audit Committee, Opus Bank (2017-2020)
​
Education
•
Bachelor of Business degree in Accountancy from Western Illinois University
​
Director Qualification Highlights
•
Career-long management experience in the financial services and accounting and audit industries
​
•
Extensive finance, accounting and auditing experience
​
 ​
Independent
Board Committee(s):
Audit
Enterprise Risk
   
​
Age: 75
Director Since: 2020
Former Executive Vice President and Chief Financial Officer of CVB Financial Corp. and Citizens Business Bank
 ​
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EXECUTIVE OFFICERS WHO ARE NOT SERVING AS DIRECTORS
Below is information regarding each of our executive officers who are not directors of the Company or the Bank.
Edward E. Wilcox
 ​ ​ ​ ​
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Age: 57
Year of Hire: 2003
President and Chief Operating Officer of the Bank
B.A., New Mexico State University
 ​ ​
Mr. Wilcox has served as President and Chief Operating Officer of the Bank since May 2016. He oversees several business lines and operational units critical to the successful execution of the Bank’s strategies. He is also Chairman of the Bank’s Operations Committee. Mr. Wilcox previously served in key leadership positions with the Bank since 2003, including Chief Credit Officer, Chief Lending Officer, and Chief Banking Officer. His professional career spans 30 years with an extensive background in commercial banking, real estate lending, credit administration, secondary marketing, depository services, and regulatory oversight.
Relevant Prior Experience:
•
Loan Production Manager, Hawthorne Savings Bank
​
•
Secondary Marketing Manager, First Fidelity Investment & Loan
​
•
Asset Manager, REO Manager and Real Estate Analyst at various financial institutions
​
 ​
Ronald J. Nicolas, Jr.
 ​ ​ ​ ​
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Age: 65
Year of Hire: 2016
Senior Executive Vice President, Chief Financial Officer of the Company and Chief Financial and Administration Officer of the Bank
B.S. and M.B.A., Canisius College
 ​ ​
Mr. Nicolas oversees all finance, accounting and treasury functions as well as investor relations, human resources and loan servicing administration of the Company and the Bank. He serves as Chairman of the Bank’s Asset Liability and Financial Disclosure Committees. He has successfully led four mergers and acquisitions since joining the Company and the Bank, and many critical projects, most recently the adoption of CECL in 2020. In addition, throughout his career, he has led many capital raising endeavors, including an initial public offering and recapitalization. Mr. Nicolas has over 30 years of leadership experience with publicly-held banks. He has served as Chief Financial Officer of both the Company and the Bank since May 2016 and as Chief Financial and Administration Officer of the Bank since February 2023.
Relevant Prior Experience:
•
Executive Vice President and Chief Financial Officer at each of the following financial institutions:
​
➢
Banc of California
​
➢
Carrington Holding Company, LLC
​
➢
Residential Credit Holdings, LLC
​
➢
Fremont General and Fremont Investment & Loan
​
➢
Aames Investment/Financial Corp
​
•
Served in various capacities with KeyCorp, a $60 billion financial institution, including the following:
​
➢
Executive Vice President Group Finance, KeyCorp
​
➢
Executive Vice President, Treasurer and Chief Financial Officer, KeyBank USA
​
➢
Vice President of Corporate Treasury, KeyBank USA
​
•
Various financial and accounting roles at HSBC-Marine Midland Banks
​
 ​
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Michael S. Karr
 ​ ​ ​ ​
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Age: 55
Year of Hire: 2006
Senior Executive Vice President and Chief Risk Officer of the Bank
B.A., cum laude, Claremont McKenna College
M.B.A., University of California, Irvine
 ​ ​
Mr. Karr oversees the Bank’s enterprise risk management and credit functions. He was appointed Chief Risk Officer of the Bank in March 2018, and is also the Chairman of the Bank’s Enterprise Risk Management Committee. Mr. Karr previously served twelve years as the Chief Credit Officer of the Bank and was responsible for overseeing the Bank’s credit functions, including all lending and portfolio operations, prior to and through the Great Financial Crisis. He also led credit due diligence and integration through 10 of our 11 acquisitions. Outside the Bank, Mr. Karr serves as a Director for the Small Business Development Corporation of Orange County, a public benefit corporation that focuses on the economic development of underserved communities in California, targeting minority, woman, disabled, and veteran-owned businesses, as well as industries of greater need.
Relevant Prior Experience:
•
Vice President, Manager of Commercial Real Estate Asset Management Department, Fremont Investment & Loan
​
 ​
Thomas E. Rice
​ ​ ​ ​
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Age: 52
Year of Hire: 2008
Senior Executive Vice President and Chief Innovation Officer of the Bank
B.S., DeVry University
 ​ ​
Mr. Rice began his journey with Pacific Premier Bank in 2008 with extensive financial technology consulting experience. Mr. Rice was appointed Chief Innovation Officer of the Bank in 2018. In this capacity he leads with a client-first mindset overseeing the development of innovative technology focused on seamless digital experiences for commercial clients. Mr. Rice leads the Bank’s Information Technology functions as well as Treasury Management and Digital Banking. Mr. Rice previously served as the Chief Operating Officer, responsible for overseeing the deposit operations of the Bank, and prior to that Chief Information Officer. Mr. Rice is responsible for overseeing acquisition-related systems conversions and technology platform consolidations. He currently serves as Vice Chairman of the Bank’s Operations Committee.
Prior to joining the Bank, Mr. Rice was a founding partner at Compushare Inc. for twelve years. He oversaw the firm’s expansion and technology consulting, specializing in M&A, security and compliance services for financial institutions.
Relevant Prior Experience:
•
Senior Vice President, Information Technology Director, Vineyard Bank
​
•
Partner and Director of Operations, Compushare, Inc.
​
 ​
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Steven R. Arnold
 ​ ​ ​ ​
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Age: 53
Year of Hire: 2016
Senior Executive Vice President and General Counsel of the Bank
B.A., Brigham Young University
J.D., George Mason University School of Law
 ​ ​
Mr. Arnold oversees our corporate governance, legal support, and regulatory compliance functions. He has more than 20 years’ experience in the industry and has advised financial institutions of all sizes on a variety of topics, including corporate governance, loan documentation, deposit operations, treasury management services, BSA/ AML/OFAC, consumer compliance, fair lending, privacy, vendor management, and contract negotiation. Mr. Arnold has also served as the Corporate Secretary of the Company since May 2017.
Relevant Prior Experience:
•
Partner in the Financial Services Group, Manatt, Phelps & Phillips, LLP
​
•
Managing Counsel, Toyota Financial Services
​
 ​
Donn B. Jakosky
 ​ ​ ​ ​
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Age: 70
Year of Hire: 2017
Senior Executive Vice President and Chief Credit Officer of the Bank
B.A. and M.B.A., University of California, Los Angeles
 ​ ​
Mr. Jakosky is responsible for overseeing our credit functions, including all lending and portfolio operations. He was appointed Executive Vice President and Chief Credit Officer of the Bank in March 2018 and was promoted to Senior Executive Vice President in December 2018. He is also Chairman of the Bank’s Credit and Portfolio Review Committee. Prior to his appointment as Chief Credit Officer, he served as Deputy Chief Credit Officer of the Bank, during which time he assisted in the oversight of all of the Bank’s credit and lending functions.
Relevant Prior Experience:
•
Executive Vice President and Chief Credit Officer, Blue Gate Bank
​
•
Executive Vice President and Chief Credit Officer, Community Bank
​
•
Executive Vice President and Chief Credit Officer, 1st Century Bank
​
•
Senior Vice President/Senior Credit Administrator and Asset Based Lending Manager, Mellon 1st Business Bank
​
•
Senior credit officer roles at the following financial institutions:
​
➢
Bank of America
​
➢
Sanwa Bank
​
 ​
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Peggy Ohlhaver Ed.D.
 ​ ​ ​ ​
[MISSING IMAGE: ph_peggyohihaver-4c.jpg]
Age: 67
Year of Hire: 2016
Senior Executive Vice President and Chief Human Resources Officer of the Bank
B.S., Indiana University
M.S. and Ed.D., Chapman University
 ​ ​
Ms. Ohlhaver is responsible for leading the Bank’s overall human capital resource management strategy and supports the Compensation Committee of the Board of Directors. As Chief Human Resources Officer, Ms. Ohlhaver develops and oversees the execution of the Bank’s human resource management strategy, including talent acquisition, leadership development, employee relations, performance management, DE&I, employee well-being, human resource technology systems, and compensation and benefits. She has transformed the function, culture, and impact of human resources across the Company to support our business goals and strategies as well as the needs and aspirations of our employees. She currently serves as the Chair of the Bank’s Human Capital and Benefits Committee.
Relevant Prior Experience:
•
Vice President, Human Resources Business Partner, JP Morgan Chase & Co.
​
•
First Vice President, Sr. Human Resources Manager, Washington Mutual
​
•
Sr. Compensation Consultant, American Savings Bank
​
 ​
Sherri V. Scott
 ​ ​ ​ ​
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Age: 61
Year of Hire: 2013
Senior Executive Vice President and Chief ESG & Corporate Responsibility Officer
B.S., University of California, Los Angeles
 ​ ​
Ms. Scott heads up the Bank’s Environmental, Social and Corporate Governance (“ESG”) program as well as the Bank’s CRA compliance functions. She plays a pivotal role in shaping corporate responsibility strategies, community reinvestment, and championing environmental initiatives. Under her leadership, the Bank has consistently received highly positive feedback and superior CRA ratings from examiners, auditors and community partners. Her leadership and efforts resulted in the Bank receiving highly coveted letters of support from community advocates, facilitating the Bank’s merger and acquisition activities without a formal community agreement. Ms. Scott currently serves on the Board of Directors of For the Child and Clearinghouse Community Development Financial Institution.
Relevant Prior Experience:
•
CRA Officer, Hawthorne Savings
​
•
First Vice President, CRA Officer, Nara Bank
​
•
First Vice President, CRA Officer, Community Bank
​
•
First Vice President, CRA Officer, OneWest Bank
​
•
First Vice President, CRA and Fair Lending Officer, Luther Burbank Savings
​
 ​
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Tamara B. Wendoll
 ​ ​ ​ ​
[MISSING IMAGE: ph_tamarawendoll-4c.jpg]
Age: 53
Year of Hire: 2021
Senior Executive Vice President and President — Pacific Premier Trust
B.A., University of California, San Diego
M.B.A., University of Pennsylvania, The Wharton School
 ​ ​
Ms. Wendoll is responsible for the strategic development and operational oversight of Pacific Premier Trust’s services across the United States. Ms. Wendoll joined the Bank in November 2021 and currently serves as President of Pacific Premier Trust. Pacific Premier Trust focuses on the custody of retirement account assets, with a specialty in alternative assets. She is also Chair of the Bank’s Fiduciary Committee. Ms. Wendoll brings 25 years of experience in financial services, including oversight of end-to-end operations of asset management, trust and wealth management businesses. Ms. Wendoll serves as Director-at-Large for the Retirement Industry Trust Association (RITA).
Relevant Prior Experience:
•
Chief Operating Officer, Dunham & Associates Investment Counsel Inc.
​
•
Chief Operating Officer and Assistant Secretary, Dunham Trust Company
​
•
Secretary and AML Compliance Officer, Dunham Funds Trust
​
•
Senior Executive Vice President, Marketing & Operations, Kelmoore Investment Company
​
•
Vice President, Investment Advisory Services, Josephthal & Co.
​
•
Vice President, Investment Advisory Services, First Allied Securities, Inc.
​
 ​
Lori R. Wright, C.P.A.
 ​ ​ ​ ​
[MISSING IMAGE: ph_lorirwrightcpa-4c.jpg]
Age: 44
Year of Hire: 2016
Senior Executive Vice President and Deputy Chief Financial Officer of the Bank
B.S., Central Washington University
M.B.A., Washington State University
 ​ ​
Ms. Wright is responsible for the corporate accounting, financial reporting, accounting and tax policy, and accounts payable functions. She has served as Senior Executive Vice President and Deputy Chief Financial Officer since 2020. She also serves as the Company’s principal accounting officer. Previously, Ms. Wright served as the Bank’s Executive Vice President and Chief Accounting Officer, and prior to that Senior Vice President and Controller of the Bank.
Relevant Prior Experience:
•
Controller, California Republic Bank
​
•
Controller, San Diego County Credit Union
​
•
Chief Financial Officer, Solarity Credit Union
​
 ​
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CORPORATE GOVERNANCE AND BOARD MATTERS
Corporate Governance
We value strong corporate governance principles and seek to manage the Company in a manner that reflects integrity and high ethical standards. We also seek to cultivate an inclusive environment at all levels of the organization where diverse perspectives and ideas can be represented effectively. To foster strong corporate governance and business ethics, our Board of Directors reviews our corporate governance practices and principles on a regular basis, looking for opportunities to strengthen and enhance them. We have adopted certain corporate governance guidelines, which are embodied in our Governance Policy that the Board has approved to achieve the following goals:
•
promote the effective functioning of the Company’s Board of Directors;
​
•
ensure that the Company conducts all of its business in accordance with high ethical and legal standards; and
​
•
enhance long-term stockholder value.
​
The full text of our Governance Policy is available on our website at www.ppbi.com under the “Investors” section. Our stockholders may also obtain a written copy of the Governance Policy at no cost by writing to us at 17901 Von Karman Avenue, Suite 1200, Irvine, California 92614, Attention: Investor Relations Department, or by calling (949) 864-8000.
The Nominating and Governance Committee of our Board of Directors administers our Governance Policy, reviews performance under the guidelines and the content of the guidelines annually and, when appropriate, recommends that our Board approve updates and revisions to our Governance Policy.
Board Independence and Leadership
The Board of Directors has determined that, with the exception of Mr. Gardner, the Company’s Chairman of the Board, President and CEO, all of our current directors are “independent” within the meaning of the director independence standards of NASDAQ and the SEC.
Lead Independent Director
Our Governance Policy provides that our Board of Directors must have either a non-executive Chairperson or a Lead Independent Director to ensure independent Board leadership and that the Company is managed for the long-term benefit of its stockholders. Each year, the Board evaluates its leadership structure to ensure that it remains appropriate. Currently, the offices of Chairman of the Board of Directors and CEO are jointly held, and the independent directors have elected Director M. Christian Mitchell as our Lead Independent Director.
The specific responsibilities of the Lead Independent Director are defined in our Governance Policy, and include:
•
ensuring active participation of the independent directors in setting agendas and establishing priorities for the Board;
​
•
presiding at all meetings of the Board at which the Chairperson is not present, including executive sessions of the independent directors;
​
•
coordinating administration of the annual Board evaluation, together with the Nominating and Governance Committee;
​
•
serving as a liaison between the Chairperson and the independent directors;
​
•
being available for consultation with stockholders, regulators, third parties, and other key stakeholders, as appropriate; and
​
•
performing such other duties as the Chairperson or the Board may from time to time delegate or request.
​
Mr. Mitchell performs these duties and provides leadership in numerous additional ways. He is accessible to the CEO, who frequently consults with Mr. Mitchell on matters of corporate governance and Board oversight, among other matters. He fosters dialogue among the directors and between the Board and management. Mr. Mitchell takes an active role in outreach efforts with various constituents, including investors during the Company’s annual stockholder outreach campaign. Mr. Mitchell has been recognized by the National Association of Corporate Directors as a leader in promoting governance best practices. The Lead Independent Director receives an annual cash retainer and annual equity award in recognition of the role’s significant responsibilities and time commitment.
Executive Sessions
Typically, the Company’s independent directors meet in executive session without management at each regularly scheduled board meeting. In addition, the Company’s independent Committees regularly meet in executive session.
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Annual Board and Board Committee Evaluations
The Nominating and Governance Committee of the Board, in coordination with the Lead Independent Director and full Board, conducts an annual evaluation of the Board’s performance and effectiveness at the Board, committee, and individual director levels. The Nominating and Governance Committee develops and implements a process for such evaluation and review, which is designed to encourage open and candid feedback on both the effectiveness of the Board as a whole, as well as the effectiveness of each of its members. The scope of assessments includes elements of Board effectiveness, such as Board size, meeting frequency, quality and timing of information provided to the Board, director communication, director skills and qualifications, director independence, and Board strategy.
Additionally, each Board committee conducts an evaluation of its effectiveness annually. The review includes an evaluation of various areas such as committee size, composition, performance, and coordination among committee members and among the standing committees. The results of the committee performance assessments are reviewed by each committee, as well as by the Nominating and Governance Committee, and discussed with the full Board.
[MISSING IMAGE: tbl_evaluations-pn.jpg]
Annual CEO Performance Evaluation
Each year, the Nominating and Governance Committee reviews a process to solicit feedback from each director, other than our CEO, regarding the CEO’s performance over the past year. Our Lead Independent Director, in coordination with our Nominating and Governance and Compensation Committees, leads this process.
CEO and Executive Succession Planning
Succession planning for the CEO and other key executive officer positions is one of the Board’s key responsibilities. Typically, on an annual basis, the CEO presents a management succession plan to the Nominating and Governance Committee, which reviews and recommends the succession plan to the full Board for approval. The management succession plan describes the process by which the executive management of the Company will continue if the current CEO is unwilling or unable to serve, including an unexpected departure of the CEO. Succession plans for other key executive officers are also addressed.
Communications with the Board
Individuals may submit communications to any individual director, including our presiding Chairman, our Board as a group, or a specified Board committee or group of directors, including our non-management directors, by sending the communications in writing to the following address: Pacific Premier Bancorp, Inc., 17901 Von Karman Avenue, Suite 1200, Irvine, California 92614. The Company’s Corporate Secretary will sort the Board correspondence to classify it based on the following categories into which it falls: stockholder correspondence, commercial correspondence, regulatory correspondence, or customer correspondence. All stockholder correspondence will then be forwarded to the Board members to whom it is directed.
Board Oversight of Strategy and Direct Contact with Management
Our Board is actively engaged in overseeing the Company’s strategic planning and initiatives. Each year, the Board conducts an in-depth, multi-day set of meetings to discuss the current strategic landscape, as well as strategic and organic growth plans, and to review our overall business. Discussion topics may include new or expanded lines of business, products, and services; clients and market share; financial outlook; competition; environmental sustainability; human capital management; regulatory environment; and updates in corporate governance and stockholder relations. Discussions about the Company’s strategic priorities and goals, as well as execution on those priorities and goals, also are held during the Board’s regular meetings.
All of our directors have access to our CEO and our senior executive officers at any time to discuss any aspect of our business. In addition, there generally are frequent opportunities for directors to meet with other members of our management team.
Board Risk Oversight
Our Board’s Role in Risk Oversight
Our Board believes that understanding, identifying, and managing risk is essential to our Company’s success. Our entire Board is responsible for overseeing the Company’s risk management processes and regularly discusses the Company’s risk profile and how best to manage the Company’s most significant risks. Each of the
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Board committees is engaged in overseeing the Company’s risks as they relate to that committee’s areas of oversight, and has the responsibility for ensuring that overall risk awareness and risk management is appropriate. For example, the Compensation Committee performs periodic risk assessments to review and evaluate compensation program-related risks. The Board also specifically delegates certain risk oversight functions to the Audit and Enterprise Risk Committees.
•
The Audit Committee is responsible for monitoring business risk practices, as well as legal and ethical programs, which helps the Board fulfill its risk oversight responsibilities relating to the Company’s financial statements, financial reporting process, and regulatory requirements. The Audit Committee also oversees the internal audit function.
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•
The Enterprise Risk Committee oversees the design and implementation of our enterprise risk management program. Our Enterprise Risk Committee’s primary purposes are to (i) monitor and review our enterprise risk management framework and risk appetite for credit, market, liquidity, operational, information technology and information security, compliance and legal, strategic, and reputation risks, and (ii) monitor and review the adequacy of our enterprise risk management functions.
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As a general matter, except for cases where a particular committee may choose to meet in executive session, all Board members are invited (but not required) to attend the regular meetings of all Board committees. We believe that this transparent and collaborative structure provides for a more informed Board, and helps the Board understand and monitor internal and external risks.
Risk Appetite Statement
The Board oversees, and approves on at least an annual basis, the Company’s Risk Appetite Statement, which sets forth qualitative and quantitative tolerance levels with respect to the amount and types of key risks underlying the Company’s business. Key risk indicator limits and thresholds are measured and reported quarterly to the Board. Suggested changes to the Company’s Risk Appetite Statement or related risk indicator limits and thresholds received from management are reviewed and challenged by the second line of defense, principally Enterprise Risk Management, after which changes are reviewed, challenged, and ultimately approved by the Enterprise Risk Committee of the Board. The Enterprise Risk Committee is responsible for overseeing the Company’s compliance with the Risk Appetite Statement. Our other Board committees and the full Board share responsibility for the Risk Appetite Statement by overseeing and approving applicable risk metrics that are contained in significant enterprise-wide policies, for example, concentration limits in the Credit Policy.
Risk & Controls
With oversight from our Board and its committees, we are focused on, and continually invest in, our risk management and control environment. Our business teams, supported by our risk, compliance, legal, finance, and internal audit functions, work together to identify and manage risks applicable to our business, as well as to enhance our control environment. Particular areas of focus include, among other things, financial reporting, credit, concentrations, fraud, data management, privacy, bank regulatory requirements, and as further discussed below, cybersecurity.
We have adopted a three lines of defense model to control risk-taking. Our first line of defense, our business lines and support functions, identifies, assesses, monitors, and manages risk in these areas in accordance with established policies and procedures. Our second line of defense, independent risk management, including enterprise risk management, information security, internal loan review, compliance, and Bank Secrecy Act/ AML functions, coordinates and oversees the implementation of the enterprise risk management framework, including monitoring the risk management activities of the first line of defense, and provides effective challenge to management’s decisions. Our third line of defense, Internal Audit, provides independent assurance to the Audit Committee of the Board on the design and effectiveness of our internal controls.
Cybersecurity
Information security is essential to our mission and our institutional strategic goal. Under the leadership of our Chief Information Security Officer (CISO), we have developed and implemented a comprehensive risk-based information security program that meets regulatory requirements and encompasses a cybersecurity program that is based upon the Cybersecurity Assessment Tool (CAT) developed by the Federal Financial Institutions Examination Council (FFIEC), as well as the National Institute of Standards and Technology (NIST) Cybersecurity Framework. This framework enables identification and evaluation of cybersecurity risks, enabling risk management decisions, and responding to emerging threats. The Information Security Program and all applicable cybersecurity policies, processes, and controls apply to all of our operations and all of our employees.
As part of our cybersecurity risk management strategy, we employ an in-depth, layered, and defensive approach that leverages people, processes, and technology to manage and maintain cybersecurity controls. As such, our cybersecurity risk management program includes, but is not limited to: regular (at least annual) employee cybersecurity training and communications; the use of preventative, detective, alerting, and defensive in-depth technologies; internal and third-party program oversight; policies and procedures regularly reviewed and designed with regulatory and industry guidance; an incident response plan to respond to cybersecurity incidents; and a threat intelligence program designed to assess the latest changes to the threat landscape. In addition, cybersecurity policies, procedures and controls have been developed and implemented to protect against unauthorized access to consumer and customer information and to safeguard the information that is exchanged with third parties in accordance with applicable laws and regulations.
Cybersecurity Strategy
Integration with Overall Risk Management. Cybersecurity is a major component of our overall risk management approach. The Company’s cybersecurity risk management program is integrated into our overall enterprise risk management processes. This integration helps ensure that cybersecurity considerations are an integral part of our decision-making processes across the organization. Our risk management team works closely with our Information Security and Information Technology departments to continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.
We continually evaluate cybersecurity risks as part of our overall risk management strategy. Cybersecurity risks are assessed, identified, and managed through various ongoing and scheduled processes, technologies, and techniques, including, but not limited to periodic IT Risk Assessments, vulnerability scanning, penetration testing, employee cybersecurity awareness testing, and threat intelligence analysis.
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Employee Education and Training. We also consider employee education paramount and conduct regular cybersecurity education through a security awareness, training, and education program that provides consistent and focused training to educate employees, raise awareness, and change behaviors. All employees are trained at least annually about the importance of information security and data privacy. Security campaigns are launched to test the effectiveness of the training provided and corporate communication bulletins are sent to employees on a periodic and as-needed basis.
Incident Response Plan. We have created and regularly update our Incident Response Plan, which guides our response to a cybersecurity incident and outlines processes for forensic analysis, crisis communications and required notifications. Disclosure of significant cybersecurity incidents are reported promptly to senior leadership and the Board of Directors. We test our Incident Response Plan through tabletop exercises. The Bank also maintains a business continuity program that addresses crisis management, business impact, and data and systems recovery.
Board Oversight
The Board of Directors maintains oversight responsibility over the enterprise risk management program, including risks related to cybersecurity threats and incidents, and approves the information security program. The Enterprise Risk Committee of the Board of Directors assists the Board in evaluating enterprise risks and performing the Board’s oversight responsibilities. As part of our integrated enterprise risk management process, cybersecurity risks and key metrics are evaluated by the Enterprise Risk Committee quarterly and reviewed by the full Board quarterly, and the Enterprise Risk Committee and the Board actively participate in discussions with management and amongst themselves regarding cybersecurity risks and the overall risk management strategy. Our CISO, in coordination with our Chief Risk Officer, briefs the Enterprise Risk Committee on a quarterly basis concerning cybersecurity risks, the effectiveness of our cybersecurity risk management efforts, and updates and changes to our cybersecurity risk management program. In addition, the CISO briefs the entire Board concerning the cybersecurity risk management program on an annual basis and as requested.
For further information, please refer to our 2023 Annual Report, Item 1C, available from our website at www.ppbi.com under the “Investors” section.
Climate-Related Risk
We recognize the significant potential impact climate change may have on us, our clients, employees, shareholders, and the communities we serve. We are cognizant of our responsibility to better understand the impact of our operations on global climate change and are taking steps to help ensure our organization operates in a manner consistent with responsible environmental stewardship.
Climate-related Risk Oversight. Emerging risks such as climate risks are identified and assessed by our enterprise risk management team. Climate-related risks are incorporated in our enterprise-wide Risk and Control Self-Assessment (“RCSA”), which is a process we use to identify, assess, and report on risk exposures and the strength of controls. The RCSA also provides the basis for prioritizing risks and risk mitigation activities across business areas and risk categories. Results of the RCSA are used to drive management action plans and report key risks to executive management, the Enterprise Risk Committee, and the Board.
Climate-Related Financial Risk Management. We have established a cross-functional climate risk working group to oversee the organization’s approach to manage climate-related risks. This cross-functional team includes representation from our credit team and our ESG & corporate responsibility team. A senior officer from the portfolio management and underwriting group, who reports to the Chief Credit Officer, leads and coordinates all climate-related credit risk efforts, and the group is actively monitored and advised by both the Chief Risk Officer and the Chief Credit Officer.
For additional information regarding climate-related risk, including Physical Risk, Transition Risk, and Credit Risk, please refer to our 2023 CSR Report.
Commitment of Our Board
Outside Directorships
We encourage all directors to carefully consider the number of other company boards of directors on which they serve, taking into account the time required for board attendance, conflicts of interests, participation, and effectiveness on these boards. Pursuant to our Governance Policy, no director may serve on more than three (3) public company boards of directors, in addition to the Board. Directors are asked to report all directorships, including advisory positions, accepted, as well as to notify the Nominating and Governance Committee in advance of accepting any invitation to serve on another public company board.
2023 Meetings
Our Board of Directors met eleven times during 2023, including five special meetings that were held to discuss and oversee risk management strategy and balance sheet management during an extraordinary year for the banking industry. Typically, our Board of Directors holds at least five regularly-scheduled Board meetings annually, plus any special meetings that may be necessary or appropriate. Each director attended in person or via teleconference at least 75% of the Board and applicable Board committee meetings during 2023.
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It is the Board’s policy that each director employs his or her best efforts to attend our annual stockholder meeting. All of our then-serving Board members attended our 2023 Annual Meeting of Stockholders.
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Director Engagement Outside of Meetings
Engagement beyond the boardroom provides our directors with additional insights into our business, risk management, industry and stakeholders, as well as valuable perspectives on the performance of our Company and members of senior management.
The commitment of our directors extends beyond preparation for, and participation at, regular and special meetings.
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ENGAGEMENT WITH STOCKHOLDERS
Governance Discussions
Engagement with stockholders included M. Christian Mitchell (Lead Independent Director)
DIRECTOR EDUCATION
Ongoing Functional
Deep Dives
Periodic sessions with insurance and legal teams
New Director Orientation
Orientation program for new directors
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ENGAGEMENT WITH THE BUSINESS
Ongoing Dialogue with CEO
Active and transparent dialogue among CEO, Lead Independent Director, and all directors
Business and Strategy Review Sessions
Director participation at annual strategy sessions
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ENGAGEMENT WITH REGULATORS
Lead Independent Director and Committee Chairs, as appropriate, engage directly with our regulators.
ENGAGEMENT WITH INDEPENDENT AUDITOR
Lead Independent Director and Audit Committee Chair meet quarterly with our independent public accounting firm, outside of Audit Committee meetings.
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Corporate Code of Business Conduct and Ethics
We have implemented a Code of Business Conduct and Ethics applicable to our directors, CEO, and all of our officers and employees. Our Code of Business Conduct and Ethics provides fundamental ethical principles to which these individuals are expected to adhere. Our Code of Business Conduct and Ethics operates as a tool to help our directors, officers, and employees understand and adhere to the high ethical standards required by the Company and the Bank.
Our directors are expected to avoid any action, position, or interest that conflicts with an interest of the Company, or gives the appearance of a conflict. As a result, our directors must disclose all business relationships with the Company and any other outside business relationships that present actual or potential conflict of interest for review by the Nominating and Governance Committee, and to recuse themselves from discussions and decisions affecting those relationships. In addition, each director is subject to the Company’s Related Party Transactions Policy, pursuant to which transactions between the Company or the Bank and any of our directors or certain of their affiliates need to be approved or ratified by disinterested members of the Nominating and Governance Committee, if not otherwise pre-approved under the terms of the policy. For more information, see “Related Party Transaction Policy” under “Certain Relationships and Related Transactions.”
Our Code of Business Conduct and Ethics is available on our website at www.ppbi.com under the “Investors” section. Our stockholders may also obtain written copies at no cost by writing to us at 17901 Von Karman Avenue, Suite 1200, Irvine, California 92614, Attention: Investor Relations Department, or by calling (949) 864-8000.
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Any future changes or amendments to our Code of Business Conduct and Ethics and any waiver that applies to one of our senior financial officers or a member of our Board of Directors will be posted to our website.
Board Committees
We believe our Board has created a sound committee structure designed to help the Board carry out its responsibilities in an effective and efficient manner. While the Board may form from time to time ad hoc or other special purpose committees, there are four (4) standing Board committees: Audit, Compensation, Nominating and Governance, and Enterprise Risk.
As a general matter, except for cases where a particular committee may choose to meet in executive session, all Board members are invited (but not required) to attend the regular meetings of all Board committees. We believe that this transparent and collaborative structure provides for a more informed Board.
Committee Membership, Responsibilities, and Meetings
All chairpersons of our four (4) standing committees are independent and appointed annually by the Board. Each chairperson presides over committee meetings; oversees meeting agendas; serves as liaison between the committee members and the Board, as well as between committee members and management; and works closely with executive and senior management on appropriate committee matters.
Each committee meets regularly, on at least a quarterly basis. The committees, typically through their committee chairpersons, routinely report their actions to, and discuss their recommendations with, the full Board. In addition, certain committees periodically hold extended meetings dedicated to discussing key strategic matters or other business items that are relevant or subject to the committee’s oversight responsibilities on a more in-depth basis.
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The Board has determined that each of the current members of the four (4) standing Board committees is “independent” within the meaning of applicable SEC rules, NASDAQ director independence standards and other regulatory requirements, to the extent applicable. The names of the current members and highlights of some of the key oversight responsibilities of the Board Committees are set forth below:
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Audit Committee
Chair
M. Christian Mitchell
Other Members
Jeffrey C. Jones,
George M. Pereira,
Zareh H. Sarrafian, and
Richard C. Thomas
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Key Oversight Responsibilities
•
Selects and communicates with the Company’s independent auditors.
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•
Reports to the Board on the general financial condition of the Company and the results of the annual audit.
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•
Oversees the Company’s internal controls, accounting, and financial reporting process.
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•
Oversees the audits of the Company’s financial statements.
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The Board of Directors has determined that each of Messrs. Jones, Mitchell, Pereira, Sarrafian, and Thomas satisfy the requirements established by the SEC for qualification as an “audit committee financial expert,” and is independent under the NASDAQ listing standards and rules of the SEC.
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Compensation Committee
Chair
Jaynie M. Studenmund
Other Members
Ayad A. Fargo,
Joseph L. Garrett,
Stephanie Hsieh,
Jeffrey C. Jones, and
Barbara S. Polsky
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Key Oversight Responsibilities
•
Reviews the amount and composition of director compensation from time to time and makes recommendations to the Board when it concludes changes are needed.
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•
Oversees the Bank’s compensation policies, benefits and practices.
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•
Approves all restricted stock, restricted stock unit, and all other equity awards.
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•
Determines the annual salary, short-term and long-term incentive compensation of our NEOs.
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•
Approves the compensation structure for other members of our senior management team.
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Enterprise Risk Committee​
Chair
George M. Pereira
Other Members
Stephanie Hsieh,
Rose E. McKinney-James,
M. Christian Mitchell,
Barbara S. Polsky,
Jaynie M. Studenmund, and
Richard C. Thomas
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Key Oversight Responsibilities
•
Monitors and reviews the Company’s enterprise risk management framework and risk appetite for credit, market, liquidity, operational, information security, compliance and legal, strategic, and reputation risks.
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•
Monitors and reviews the adequacy of enterprise risk management functions; and reports its conclusions and recommendations to the Board.
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•
Reviews the Company’s risk profile for alignment with the Company’s strategic objectives and risk appetite, including compliance with risk limits and thresholds set forth in our Risk Appetite Statement.
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•
Reviews all significant policies and contingency plans as frequently as economic conditions or the condition of the Company may warrant, but no less than annually.
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Reviews cybersecurity threat reports regarding the assessment of current security updates, cyber statistics, core elements and controls, and key IT trends affecting information security.
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Nominating and Governance
Committee
Chair
Zareh H. Sarrafian
Other Members
Ayad A. Fargo,
Joseph L. Garrett,
Jeffrey C. Jones,
Rose E. McKinney-James,
M. Christian Mitchell, and
Barbara S. Polsky
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Key Oversight Responsibilities
•
Reviews qualification criteria for director candidates and nominates candidates as directors.
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•
Oversees our Board governance structure and policies.
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Oversees our Environmental, Social, and Governance initiatives.
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•
Conducts annual Board and Board Committee evaluations, in coordination with the Lead Independent Director.
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•
Conducts CEO and management succession planning.
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Committee Governance
Committee Charters
Each committee is governed by a Board-approved charter, which sets forth each committee’s purpose and responsibilities. The charters provide that each committee has adequate resources and authority to discharge its responsibilities, including appropriate funding for the retention of external consultants or advisers, as the committee deems necessary or appropriate. Each committee charter is reviewed by its committee members and by the full Board on at least an annual basis. The charters of each committee are available on our website, www.ppbi.com under the “Investors” section.
Compensation Committee Interlocks and Insider Participation
For 2023, the Compensation Committee was comprised of Ms. Studenmund, Ms. Hsieh, and Ms. Polsky, as well as Messrs. Fargo, Garrett, and Jones, each of whom was an independent director. None of these individuals is or has been an officer or employee of the Company during the last fiscal year or as of the date of this Proxy Statement, or is serving or has served as a member of the compensation committee of another entity that has an executive officer serving on the Compensation Committee. No executive officer of the Company served as a director of another entity that had an executive officer serving on the Compensation Committee. Finally, no executive officer of the Company served as a member of the compensation committee of another entity that had an executive officer serving as a director of the Company.
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE
Board Oversight
Our commitment to sustainability begins at the top of our organization with our Board. The Board has delegated to its Nominating and Governance Committee, which is composed entirely of independent directors, responsibility for overseeing our strategy, policies and initiatives related to our ESG program. The Nominating and Governance Committee reviews and advises on the Company’s ESG policies and disclosures, oversees management’s implementation of ESG initiatives, and advises the Board on significant ESG-related matters. ESG initiatives and risk management efforts are integrated across business lines and functions. Accordingly, while the Nominating and Governance Committee is responsible for overall strategies, policies and initiatives related to ESG, specific aspects of ESG are overseen by other Board and management committees. For example, the Compensation Committee reviews and approves objectives relevant to NEO short-term incentive compensation, including consideration of strategic objectives that may include ESG-related initiatives. Climate and other ESG-related risks are integrated into our enterprise risk management framework, and the Enterprise Risk Committee reviews and discusses the results of our enterprise-wide Risk and Control Self-Assessment, which we use to identify, assess and report on risk exposures and the strength of our controls. The Audit Committee reviews ESG-related disclosures contained in our annual and quarterly reports. In 2023, the Board of Directors updated our Governance Policy to reflect the significance of Board oversight of ESG-related matters. Our Chief ESG and Corporate Responsibility Officer regularly reports to the Nominating and Governance Committee, which discusses the Company’s ongoing ESG initiatives and progress. In addition, the Chief ESG and Corporate Responsibility Officer presents ESG program updates to the entire Board and participates regularly at Enterprise Risk Committee and Audit Committee meetings.
Program Management
Our Chief ESG and Corporate Responsibility Officer reports directly to our Chairman and CEO. The Chief ESG and Corporate Responsibility Officer coordinates the development and execution of strategic initiatives supporting the Company’s focus on ESG-related issues. In these functions, the Chief ESG and Corporate Responsibility Officer engages with a broad range of internal and external stakeholders, including our Board of Directors and Board committees, stockholders, clients, consumer advocates, and community leaders. In addition, the Corporate Social Responsibility Officer, who reports to the Chief ESG and Corporate Responsibility Officer, oversees the ESG reporting and disclosure process, monitors trends and best practices, supports existing ESG projects, and helps develop new sustainability initiatives.
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An ESG Steering Group has also been established to support the Chief ESG and Corporate Responsibility Officer, Corporate Social Responsibility Officer, and senior management in development, implementation, and management of the Company’s ESG program. The ESG Executive Steering Group is chaired by the Chief ESG and Corporate Responsibility Officer, and its membership includes key members of senior management across the organization, including our President and Chief Operating Officer, Chief Financial and Administration Officer, Chief Risk Officer, Chief Human Resources Officer, Chief Credit Officer, General Counsel, and Director of Investor Relations. The ESG Steering Group oversees the five working groups, including the: Climate Risk Working Group, Sustainability Working Group, Human Capital Working Group, Supplier Diversity Working Group, and Governance & Disclosure Working Group.
Commitment
We are committed to integrating ESG considerations across our business practices and operations. Our priority is to mitigate risk and improve performance, while bringing positive impact on our business, society, and environment. This includes making our operations more sustainable, fostering an inclusive workforce and addressing social and environmental issues in our communities.
For more details regarding our ESG initiatives, you are encouraged to read our 2023 CSR Report, which we intend to publish in the second quarter of 2024.
HUMAN CAPITAL
Our culture and approach to human capital resource management is embodied in our Success Attributes: Achieve, Communicate, Improve, Integrity, and Urgency. We also seek to cultivate an inclusive environment at all levels of the organization where diverse perspectives and ideas can be represented effectively. These principles have been the drivers of our performance as we executed our business strategies and navigated the current health, social, and economic environment. We have managed our organization through significant challenges and delivered strong financial results, while at the same time supporting the well-being of our employees. We expect and encourage employee participation, input, and collaboration. We value accountability because it is essential to our success, and we accept our responsibility to hold ourselves and others accountable for meeting commitments and achieving exceptional standards of performance.
Diversity, Equity, and Inclusion
We believe diversity has contributed to our success. We do not and will not tolerate discrimination in any form with respect to any aspect of employment. Our current initiatives reflect our ongoing efforts as we continue to foster a diverse, inclusive, and equitable workplace and community. We believe that diversity of thought,
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backgrounds, and experiences result in better outcomes for all of our stakeholders and empowers our employees to make more meaningful contributions within our Company and communities. As individual employees offer their diverse perspectives and unique input, collaboration and teamwork lead to improved outcomes and innovation that can tangibly influence business results. In addition to valuing every unique viewpoint, we are committed to identifying and remediating inequities in compensation outcomes and promotion opportunities.
Diversity Metrics (as of 12/31/2023)
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Women in
VP Roles and Above
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Women in
Management Roles(1)
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Women in
Entire Workforce
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Racial/Ethnic
Minorities in
VP Roles and Above
 ​ ​
Racial/Ethnic
Minorities in
Management Roles(1)
 ​ ​
Racial/Ethnic
Minorities in
Entire Workforce
 ​
​
(1)
Management = Any individual with direct reports.
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Premier Inclusion
Our diversity and inclusion strategy, “Premier Inclusion,” is designed to address diversity and inclusion from specific target areas: Data and Metrics, Recruitment, Training and Education, and Career Development. Each area encompasses different on-going activities to measure the progress of overall diversity and inclusion with the goal of continuous improvement. Success of initiatives and activities are measured across four areas:
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Data and Metrics: We developed a diversity dashboard to gauge improvement on an annual basis across workforce demographics. The diversity dashboard is shared on an annual basis with our Board of Directors.
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Recruitment: Our recruiting team focuses on building strategies that are designed to identify and attract diverse talent. Pacific Premier ensures recruiters receive and maintain certification as a Certified Diversity Recruiter through the AIRS® program. In 2023, recruiting metrics consistently showed equal distribution among all demographics screened. Additionally, we partner with vendors who specialize in routing all job postings to boards that reach out to diverse populations. Our recruiting outreach efforts are designed to maintain a pipeline of diverse talent through outreach efforts and partnerships with local colleges, non-profit organizations, and other platforms.
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Training and Education: We measure attendance and evaluate training feedback surveys.
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Training: All new employees undergo Conscious Inclusion training that reviews topics such as unconscious bias, allyship, microaggressions, human rights, and more. We also issue this training to all employees on a biennial basis.
Premier Inclusion Newsletters: One component of our DEI training and education is our quarterly newsletters.
Premier Inclusion Webinars/Speaker Series: Our internal events focus on spotlighting various communities represented in our employee base.
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Career Development: We provide leadership roadmaps that help ensure our leaders have the mindset and critical thinking abilities to support personal development, career goals, and their teams.
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Premier Pathways: In 2023, we launched a career development program for all employees, “Premier Pathways.” This program allows employees to access information on roles across the organization, competencies required for various roles, and additional resources on pursuing career development and advancement.
For further information regarding our Premier Inclusion initiatives and other diversity, equality, and inclusion metrics, please refer to our 2023 CSR Report, available on our website at www.ppbi.com under the “Investors” section.
Investing in Our Human Capital
We endeavor to provide our employees with career growth opportunities instead of jobs, and as such, full-time employees comprise the majority of our staff. We encourage professional and personal development and offer our employees professional development and training opportunities as well as generous tuition reimbursement resources.
Employee Engagement
We value the voice of our employees and encourage feedback and continual improvement. Partnering with Gallup, we conduct our annual employee engagement survey, reaffirming our commitment to ongoing assessment and improvement.
Health and Safety
Our Health and Safety Policy outlines our general approach and commitment to employee health and safety. All employees receive Health and Safety Training via our learning management system, which contains information on Office Safety topics such as slips, trips, falls, hazardous chemicals, emergency procedures, and office ergonomics. Employees receive this training on an annual basis.
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We also strive to provide each employee with a safe and healthy work environment. Violence and threatening behavior are not permitted. The Company has adopted a formal injury and illness prevention program to conduct business activities in compliance with local, state, and federal safety and health regulations and standards. The program covers all facilities and operations of the organization, and addresses on-site emergencies, injuries and illnesses, and general safety procedures.
Compensation and Benefits
We are committed to offering competitive total compensation packages to our employees. We regularly compare compensation and benefits with peer companies and market data, making adjustments as needed to ensure compensation stays competitive. We also offer a wide array of benefits for our employees and their families. We offer a comprehensive health and well-being program that provides resources supporting health, as well as financial, community, social, emotional, purpose, and career well-being.
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COMPENSATION OF NON-EMPLOYEE DIRECTORS
Compensation for our non-employee directors is designed to be competitive with other financial institutions that are similar in size, complexity or business models. Our Board of Directors, acting upon a recommendation from the Compensation Committee, annually determines the non-employee directors’ compensation for serving on the Board of Directors and its committees. Our CEO, the only employee director on the Board, does not receive any payment for his services as a director.
2023 Director Compensation
No changes to our non-employee director compensation structure were made in 2023. The Director’s Compensation Table below sets forth the amounts earned or paid to each non-employee member of our Board of Directors during the year ended December 31, 2023. Individual compensation reflects the base cash and equity compensation, as well as incremental committee chairperson and membership fees, as applicable. Each non-employee director serves on at least one committee.
Aggregate Director Compensation in 2023. In accordance with applicable SEC rules and regulations, the following table reports all compensation the Company paid during 2023 to its non-employee directors.
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2023 DIRECTOR COMPENSATION
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Name
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Fees
Earned
or Paid
in Cash
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Stock
Awards(1)
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Option
Awards(1)
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Changes in
Nonqualified
Deferred
Compensation
Earnings
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All Other
Compensation
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Total
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Ayad A. Fargo
 ​ ​ ​ $ 77,000 ​ ​ ​ ​ $ 75,000 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 152,000 ​ ​
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Joseph L. Garrett
 ​ ​ ​ ​ 77,000 ​ ​ ​ ​ ​ 75,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 152,000 ​ ​
​
Stephanie Hsieh
 ​ ​ ​ ​ 77,000 ​ ​ ​ ​ ​ 75,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 152,000 ​ ​
​
Jeffrey C. Jones
 ​ ​ ​ ​ 87,000 ​ ​ ​ ​ ​ 75,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 162,000 ​ ​
​
Rose E. McKinney-James
 ​ ​ ​ ​ 77,000 ​ ​ ​ ​ ​ 75,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 152,000 ​ ​
​
M. Christian Mitchell
 ​ ​ ​ ​ 173,386 ​ ​ ​ ​ ​ 100,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 273,386 ​ ​
​
George M. Pereira
 ​ ​ ​ ​ 87,000 ​ ​ ​ ​ ​ 75,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 162,000 ​ ​
​
Barbara S. Polsky
 ​ ​ ​ ​ 97,000 ​ ​ ​ ​ ​ 75,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 172,000 ​ ​
​
Zareh H. Sarrafian
 ​ ​ ​ ​ 95,000 ​ ​ ​ ​ ​ 75,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 170,000 ​ ​
​
Jaynie M. Studenmund
 ​ ​ ​ ​ 91,000 ​ ​ ​ ​ ​ 75,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 166,000 ​ ​
​
Richard C. Thomas
 ​ ​ ​ ​ 81,000 ​ ​ ​ ​ ​ 75,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 156,000 ​ ​
​
(1)
These amounts represent the aggregate grant date fair value of restricted stock granted in 2023, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are discussed in Note 16 to our Consolidated Audited Financial Statements for the fiscal year ended December 31, 2023, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Fair value is based on 100% of the closing price per share of our common stock on the date of grant. At December 31, 2023, each of the non-employee directors named in the above table held 3,011 shares of restricted stock except for Mr. Mitchell, who held 4,014 shares. In addition, at December 31, 2023, Messrs. Garrett and Jones held options to acquire 7,500 shares and 15,000 shares of our common stock, respectively.
​
Elements of Director Compensation
Compensation for our non-employee directors reflects a combination of cash (annual retainer fees and committee retainer fees) and equity (annual restricted stock awards), as outlined in the Schedule of Director Fees below. The Lead Independent Director is entitled to an additional annual retainer, and chairpersons of each committee are also entitled to annual chairperson fees.
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​
Summary of Annual Director Fees
 ​ ​ ​ ​
​ Director Annual Cash Fee ​ ​
$65,000
​
​
Director Annual Equity Awards
 ​ ​ $75,000 in shares of restricted stock ​
​
Lead Independent Director Retainer
 ​ ​
$75,000 cash
$25,000 in shares of restricted stock
​
​
Chairperson Fees
 ​ ​
$25,000 Audit Committee
$20,000 Compensation Committee
$20,000 Enterprise Risk Committee
$20,000 Nominating and Governance Committee
​
​
Committee Member Fees
 ​ ​
$10,000 Audit Committee
$6,000 Compensation Committee
$6,000 Enterprise Risk Committee
$6,000 Nominating and Governance Committee
​
​
Travel Expenses
 ​ ​ Directors are eligible for reimbursement for their reasonable expenses incurred in connection with attendance at meetings or the performance of their director duties in accordance with Company policy. ​
Stock Compensation
Each non-employee director is eligible for a grant of shares of restricted stock issued from our Amended and Restated 2022 Long-Term Incentive Plan, as amended, as recommended by the Compensation Committee. The shares of restricted stock that the Company awards to its directors fully vest as of the first anniversary of the date of grant, subject to earlier vesting on termination of service in certain circumstances. On March 15, 2023, each of our non-employee directors serving at that time, with the exception of our Lead Independent Director, was granted 3,011 shares of restricted stock, which had a value of approximately $75,000 as of the date of grant, based upon the closing price of the Company’s common stock as of that date. On March 15, 2023, our Lead Independent Director, Mr. Mitchell, was granted 4,014 shares of restricted stock, which had a value of approximately $100,000 as of the date of the grant, based upon the closing price of the Company’s common stock as of that date.
Deferred Compensation Plan
The Bank created a Directors’ Deferred Compensation Plan in September 2006 which allowed non-employee directors to defer Board of Directors’ annual cash fees and provided for additional contributions from any opt-out portion of the long-term care insurance plan in which non-employee directors were entitled to participate at that time. As of December 2016, the Directors’ Deferred Compensation Plan was frozen such that no new contributions may be made and existing balances remain until distribution. The Directors’ Deferred Compensation Plan is unfunded. The Company is under no obligation to make matching contributions to the Directors’ Deferred Compensation Plan. The director’s account balance is payable upon retirement or resignation. The only outstanding balances under the Deferred Compensation Plan for our directors at December 31, 2023 were as follows: Mr. Fargo had a balance of $2,312 and Mr. Jones had a balance of $52,555.
Stock Ownership Guidelines for Directors
The Board of Directors has adopted stock ownership guidelines for non-employee directors, which require that each non-employee director own shares of the Company’s common stock having a value equal to at least five times the director’s annual cash retainer for service on the Board of the Company or the Bank Board (not including committee-related fees). New directors have five years after joining the Board of Directors or the Bank Board to meet the guidelines. Restricted stock, restricted stock units subject only to time-based vesting, and a portion of the shares that may be acquired by exercise of vested in-the-money stock options, are treated as stock ownership for this purpose. As of the date of this Proxy Statement, all directors met or exceeded the ownership guidelines to the extent applicable to them.
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PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth information as to those persons or entities believed by management to be beneficial owners of more than 5% of the Company’s outstanding shares of common stock on the Record Date or as represented by the owner or as disclosed in certain reports regarding such ownership filed by such persons with the Company and with the SEC, in accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Other than those persons listed below, the Company is not aware of any person, as such term is defined in the Exchange Act, that beneficially owns more than 5% of the Company’s common stock as of the Record Date.
​ ​ ​ ​
Amount and Nature of
Beneficial Ownership
​ ​
Percent of Class(1)
​
​ BlackRock Inc.
55 East 52nd Street
New York, NY 10055 		​ ​ ​ ​ 14,100,445(2) ​ ​ ​ ​ ​ 14.62% ​ ​
​ The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 		​ ​ ​ ​ 11,316,980(3) ​ ​ ​ ​ ​ 11.73% ​ ​
​ Dimensional Fund Advisors LP
6300 Bee Cave Road
Austin, TX 78746 		​ ​ ​ ​ 5,067,763(4) ​ ​ ​ ​ ​ 5.25% ​ ​
​
(1)
As of March 18, 2024, there were 96,475,096 shares of Company common stock outstanding on which “Percent of Class” in the above table is based.
​
(2)
As reported in a Schedule 13 G/A filed with the SEC on January 22, 2024 for the calendar year ended December 31, 2023, BlackRock Inc. has sole voting power over 13,927,994 shares and sole dispositive power over 14,100,445 shares.
​
(3)
As reported in a Schedule 13 G/A filed with the SEC on February 13, 2024 for the calendar year ended December 31, 2023, The Vanguard Group has sole voting power over 0 shares and sole dispositive power over 11,118,382 shares.
​
(4)
As reported in a Schedule 13 G/A filed with the SEC on February 9, 2024 for the calendar year ended December 31, 2023, Dimensional Fund Advisors LP has sole voting power over 4,971,177 shares and sole dispositive power over 5,067,763 shares.
​
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SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
This table and the accompanying footnotes provide a summary of the beneficial ownership of our common stock as of the Record Date, by (i) our directors, (ii) our named executive officers, and (iii) all of our current directors and executive officers as a group. The following summary is based on information furnished by the respective directors and officers. Each person has sole voting and investment power with respect to the shares they beneficially own.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
TOTAL BENEFICIAL OWNERSHIP
​
​ ​ ​ ​
Common
Stock
​ ​
Restricted
Stock(1)
​ ​
Restricted
Stock Units(2)
​ ​
Options
Exercisable(3)
​ ​
#(4)
​ ​
%(5)
​
​
Name
​ ​
A
​ ​
B
​ ​
C
​ ​
D
​ ​
E
​ ​
F
​
​
Ayad A. Fargo
 ​ ​ ​ ​ 309,322 ​ ​ ​ ​ ​ 3,317 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 312,639 ​ ​ ​ ​ ​ * ​ ​
​
Joseph L. Garrett
 ​ ​ ​ ​ 85,426 ​ ​ ​ ​ ​ 3,317 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 7,500 ​ ​ ​ ​ ​ 96,243 ​ ​ ​ ​ ​ * ​ ​
​
Stephanie Hsieh
 ​ ​ ​ ​ 5,095 ​ ​ ​ ​ ​ 3,317 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 8,412 ​ ​ ​ ​ ​ * ​ ​
​
Jeffrey C. Jones
 ​ ​ ​ ​ 140,220 ​ ​ ​ ​ ​ 3,317 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 7,500 ​ ​ ​ ​ ​ 151,037 ​ ​ ​ ​ ​ * ​ ​
​
Rose E. McKinney-James
 ​ ​ ​ ​ 5,124 ​ ​ ​ ​ ​ 3,317 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 8,441 ​ ​ ​ ​ ​ * ​ ​
​
M. Christian Mitchell
 ​ ​ ​ ​ 29,736 ​ ​ ​ ​ ​ 4,423 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 34,159 ​ ​ ​ ​ ​ * ​ ​
​
George M. Pereira
 ​ ​ ​ ​ 5,042 ​ ​ ​ ​ ​ 3,317 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 8,359 ​ ​ ​ ​ ​ * ​ ​
​
Barbara S. Polsky
 ​ ​ ​ ​ 9,990 ​ ​ ​ ​ ​ 3,317 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 13,307(6) ​ ​ ​ ​ ​ * ​ ​
​
Zareh H. Sarrafian
 ​ ​ ​ ​ 40,356 ​ ​ ​ ​ ​ 3,317 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 43,673 ​ ​ ​ ​
​
*
 ​ ​
​
Jaynie M. Studenmund
 ​ ​ ​ ​ 14,190 ​ ​ ​ ​ ​ 3,317 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 17,507 ​ ​ ​ ​ ​ * ​ ​
​
Richard C. Thomas
 ​ ​ ​ ​ 15,744 ​ ​ ​ ​ ​ 3,317 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 19,061 ​ ​ ​ ​ ​ * ​ ​
​
Steven R. Gardner
 ​ ​ ​ ​ 396,579 ​ ​ ​ ​ ​ 127,056 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 523,635 ​ ​ ​ ​ ​ * ​ ​
​
Edward E. Wilcox
 ​ ​ ​ ​ 187,923 ​ ​ ​ ​ ​ 68,016 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 30,499 ​ ​ ​ ​ ​ 286,438 ​ ​ ​ ​ ​ * ​ ​
​
Ronald J. Nicolas, Jr.
 ​ ​ ​ ​ 101,743 ​ ​ ​ ​ ​ 60,013 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 161,756 ​ ​ ​ ​ ​ * ​ ​
​
Michael S. Karr
 ​ ​ ​ ​ 88,377 ​ ​ ​ ​ ​ 34,007 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 122,384 ​ ​ ​ ​ ​ * ​ ​
​
Thomas E. Rice
 ​ ​ ​ ​ 73,737 ​ ​ ​ ​ ​ 36,007 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 109,744 ​ ​ ​ ​ ​ * ​ ​
​
Stock ownership of all directors and executive officers as a group (22 persons)
 ​ ​ ​ ​ 1,566,281 ​ ​ ​ ​ ​ 517,219 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 50,499 ​ ​ ​ ​ ​ 2,133,999 ​ ​ ​ ​ ​ 2.21% ​ ​
​
*
Represented less than 1% of outstanding shares.
​
(1)
In accordance with applicable SEC rules, shares of restricted stock constitute beneficial ownership because the holder has voting power, but not dispositive power.
​
(2)
In accordance with applicable SEC rules, restricted stock units that will be settled, within 60 days after the Record Date are included in this column.
​
(3)
In accordance with applicable SEC rules, stock options that are exercisable or will become exercisable, and restricted stock units that will be settled, within 60 days after the Record Date are included in this column.
​
(4)
The amounts are derived by adding shares, restricted stock and options exercisable listed in columns A, B, C, and D of the table.
​
(5)
The amounts contained in column F are derived by dividing the amounts in column E of the table by (i) the total outstanding shares of 96,475,096 plus (ii) the amounts in columns C and D for that individual or the group, as applicable.
​
(6)
An additional 1,200 shares were purchased on March 21, 2024, bringing the total to 14,507 as of the date hereof.
​
Delinquent Section 16(a) Reports
Pursuant to Section 16(a) of the Exchange Act, and the related rules and regulations, our directors and executive officers and any beneficial owners of more than 10% of any registered class of our equity securities, are required to file reports of their ownership, and any changes in that ownership, with the SEC. To our knowledge and based solely on our review of copies of these reports and on written representations from such reporting persons, we believe that during 2023, all such persons filed all ownership reports and reported all transactions on a timely basis.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Related Party Transaction Policy
Our Board has adopted a written policy governing the approval of related-party transactions, which we refer to as our RPT Policy. A “related party transaction” means any transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness) in which (i) the Company or any of its subsidiaries is or will be a participant, (ii) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, and (iii) any “related party” ​(i.e., an executive officer, director, nominee for director, any stockholder owning more than 5% of any class of the Company’s voting securities, or an immediate family member of the any of these parties) has or will have a direct or indirect material interest. In summary, the RPT Policy provides that, unless a transaction is deemed to be pre-approved (such as compensation-related payments for services provided and routine banking-related services), each related party transaction must be approved by disinterested members of the Nominating and Governance Committee.
Insider Loans
Certain of our officers and directors, as well as their immediate family members and affiliates, are customers of, or have had transactions with us in the ordinary course of business. These transactions include deposits, loans, and other financial services related transactions. Related party transactions are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to us, and do not involve more than normal risk of collectability or present other features unfavorable to us. As of the date of this filing, no related party loans were categorized as nonaccrual, past due, restructured, or potential problem loans.
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​
PROPOSAL NO. 2 — ADVISORY APPROVAL OF
OUR EXECUTIVE COMPENSATION
​
The Board of Directors Recommends a Vote “FOR” the Approval of the Compensation of our Named Executive Officers, as Disclosed in this Proxy Statement.
Our advisory vote on executive compensation (otherwise known as “Say on Pay”) is held annually. This vote provides our stockholders the opportunity to vote to approve, on an advisory basis, the compensation of our Named Executive Officers (“NEOs”) as further described in the “Compensation Discussion and Analysis” section of this Proxy Statement, including the accompanying compensation tables and narrative discussion therein. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies, and practices described in this Proxy Statement.
We ask our stockholders to indicate their support for our executive compensation program for our NEOs and vote FOR the following resolution at the Annual Meeting:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED.”
Because your vote is advisory, it will not be binding upon the Board or the Compensation Committee and may not be construed as overruling any decision by the Board or the Compensation Committee. However, the Board and Compensation Committee value the opinion of our stockholders and will take into consideration the outcome of this advisory vote when considering future executive compensation arrangements.
Stockholders are encouraged to carefully review the following “Compensation Discussion and Analysis” and “Compensation for Named Executive Officers” sections for a detailed discussion of our executive compensation program for our NEOs.
Vote Required
Your vote on this proposal is an advisory vote, which means that the Company and the Board are not required to take any action based on the outcome of the vote. However, the Compensation Committee will consider the vote of our stockholders on this proposal when determining the nature and scope of future executive compensation programs.
The affirmative vote of holders of the majority of the shares for which votes on the proposal are cast at the Annual Meeting is needed to approve this proposal on a non-binding advisory basis. Abstentions and broker non-votes will not be counted as votes cast and, therefore, will not affect this proposal. Further, the failure to vote, either by proxy or in person, will not have an effect on this proposal. Unless instructions to the contrary are specified in a proxy properly voted and returned through available channels, the proxies will be voted FOR this proposal.
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EXECUTIVE COMPENSATION DISCUSSION & ANALYSIS
The statements included in this “Executive Compensation Discussion & Analysis” regarding future financial performance, results of operations, expectations, plans, strategies, priorities and other statements that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are based upon current beliefs, expectations and assumptions and are subject to significant risks, uncertainties and changes in circumstances that could cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. Readers of this proxy statement are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
In this Executive Compensation Discussion & Analysis, or CD&A, we explain our 2023 compensation program for our CEO, our CFO, and our three highest paid other executive officers, whom we collectively refer to as our NEOs. The Compensation Committee of our Board of Directors has designed our NEO compensation program to align executive compensation with the Company’s achievement of its strategic objectives, its financial performance and the creation of long-term value for our stockholders. In designing our NEO compensation program, the Compensation Committee is mindful of the perspectives our key stakeholders may have with respect to executive compensation matters.
2023 was an extraordinarily challenging year for the banking industry. Rapidly rising interest rates, high profile bank failures in rapid succession, and heightened regulatory expectations brought challenging dynamics to the market. Throughout it all, we maintained our focus on prudent and proactive capital, liquidity and credit risk management, and leveraged our best-in-class service to deepen our relationships with existing clients and attract new clients to our franchise.
As an example of our proactive approach to risk management, in November 2023, we completed a Board-approved investment securities portfolio repositioning transaction in which we sold approximately $1.26 billion of low-yielding securities for a net after-tax loss of approximately $182.3 million. The transaction significantly improved the Company’s future earnings power, while simultaneously enhancing liquidity along with our already strong capital levels. A portion of the net proceeds from the transaction was deployed during the fourth quarter of 2023 into a mix of cash and higher-yielding earning assets, and was used to reduce higher-cost deposits and borrowings, which resulted in our fourth quarter 2023 net interest margin expanding by 16 basis points. The Board believes the transaction was in the best long-term interests of our stockholders as it is expected to be meaningfully accretive to both our net interest margin and our annual net income in 2024.
For full year 2023, after giving effect to the investment securities portfolio restructuring transaction described above, as well as $1.5 million after-tax additional noninterest expense due to the special FDIC assessment in the fourth quarter of 2023, we had net income of $30.9 million, or $0.31 per diluted share, return on average assets, or ROAA, of 0.15% and return on average tangible common equity, or ROATCE, of 2.09%. Excluding the net after-tax loss resulting from the securities portfolio repositioning transaction and the special FDIC assessment in the fourth quarter of 2023, our full-year adjusted net income was $214.6 million, or $2.26 per diluted share, and our full- year adjusted ROAA and adjusted ROATCE were 1.03% and 11.95%, respectively. Our asset quality remained strong throughout 2023, with nonperforming assets near historical lows at 0.13% of total assets at December 31, 2023, and our capital levels remained among the highest within our peer group and the KBW Regional Bank Index (“KRX”).
In designing our NEO compensation program, our Compensation Committee focused on balancing the desire to compensate, retain, and reward our NEOs for results that align with our strategic objectives with ensuring that our NEO compensation program does not create incentives that promote undue risk-taking for our organization or reward short-term actions that are not in our long-term interests. The Compensation Committee believes that tying a significant portion of our NEOs’ overall compensation to our long-term profitability and the long-term performance of our stock as compared to our peers provides a meaningful balance between these objectives. The following graphic highlights the key factors and outcomes with respect to our NEO compensation program for 2023.
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Company Highlights & Executive Compensation At-A-Glance
​ ​
2023 Financial Highlights
​ ​ ​
   
​ ​ ​
2023 Company Highlights
​ ​
​ ​
Net Income of  $31 Million; Adjusted Net Income of
$215 million*
Earnings per Common Share of  $0.31; Adjusted Earnings per Common Share of  $2.26*
ROAA of 0.15%; Adjusted ROAA
of 1.03%*
ROATCE of 2.09%; Adjusted ROATCE
of 11.95%*
TSR and Ranking vs. KBW Regional Bank Total Return Index**
10-year Total Shareholder Return
Outperformed by 44%
 
​ ​ ​     ​ ​ ​
Commitment to Prudent Capital, Liquidity and Credit Management
•
Maintained capital levels among the highest of our peers as Tangible Common Equity / Tangible Assets Ratio of 10.72%* as of December 31, 2023
​
•
Total assets of $19 billion as of December 31, 2023
​
•
Nonperforming asset levels near historic low: 0.13%
​
•
Continued cash dividends, returning $126 million to stockholders during 2023
​
•
Executed Board-approved securities repositioning transaction that was immediately accretive to earnings and expected to meaningfully enhance earnings profile in future periods.
   
​
 ​ ​
​ ​
2023 Executive Compensation Highlights
​ ​ ​
   
​ ​ ​
Named Executive Officers
​ ​
​ ​
2023 Say-on-Pay Results: 98% approval of compensation program.
Stockholder Outreach: Continued and enhanced stockholder outreach program, including outreach to institutional holders representing approximately 74% of outstanding shares and engagement with investors holding 56% of outstanding shares.
CEO Variable and “At Risk” Pay: 82% of CEO’s total compensation.
2023 Annual Incentive Cash Payments: Paid out below target level.
Long-Term Incentives:
•
50% time-based restricted stock
​
•
50% performance-based restricted stock units
 
​
 ​ ​ ​ ​ ​ ​ ​
Steven R. Gardner: Chairman of the Board, President, and CEO of the Company and Chairman of the Board and CEO of the Bank
Edward E. Wilcox: President and COO of the Bank
Ronald J. Nicolas, Jr.: Senior EVP and CFO of the Company, and Chief Financial and Administration Officer of the Bank
Michael S. Karr: Senior EVP and Chief Risk Officer of the Bank
Thomas E. Rice: Senior EVP and Chief Innovation Officer of the Bank 
​ ​
​
*
Please refer to the “GAAP Reconciliations” included in Annex A to this Proxy Statement. Adjusted amounts exclude net after-tax loss of $182.3 million resulting from the securities portfolio restructuring transaction and $1.5 million after-tax noninterest expense due to the special FDIC assessment, each in the fourth quarter of 2023. On an unadjusted basis, full-year 2023 net income was $30.9 million, or $0.31 per diluted share, and ROAA and ROATCE were 0.15% and 2.09%, respectively.
​
**
Total shareholder return (TSR) assumes dividends paid during the performance period are reinvested and is relative to the change of the KBW Regional Bank Total Return Index over the same period.
​
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Full Year 2023 Key Risk Management Measures Compared to the KBW Regional Banking Index 
[MISSING IMAGE: bc_tangile-4c.jpg]
[MISSING IMAGE: bc_common-4c.jpg]
[MISSING IMAGE: bc_returnaverage-4c.jpg]
[MISSING IMAGE: bc_nonperforming-4c.jpg]
*
Please refer to the “GAAP Reconciliations” included in Annex A to this Proxy Statement. Adjusted ROAA excludes net after-tax loss of $182.3 million resulting from the securities portfolio restructuring transaction and $1.5 million after-tax noninterest expense due to the special FDIC assessment, each in the fourth quarter of 2023. On an unadjusted basis, our full-year ROAA was 0.15%.
​
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EXECUTIVE COMPENSATION PHILOSOPHY
Executive Compensation Program Principles. Our Compensation Committee has established three key principles that provide the framework for our executive compensation program:
​
Alignment with Stockholder Interests.
Our executives’ interests should be aligned with the interests of our stockholders.
​ ​
•
Executive compensation is tied to financial performance and achievement of strategic goals. Key components of NEO and executive officer compensation are earned only if certain financial and non-financial objectives that our Board and Compensation Committee have identified as value-enhancing are achieved.
​
•
Equity-based compensation comprises over 64% of our CEO’s compensation.
​
•
Stock ownership requirements. Our executive stock ownership guidelines require our NEOs to accumulate and maintain a meaningful position in shares of Company common stock to strengthen the alignment of their long-term interests with those of stockholders.
​
•
Disincentives for excessive risk-taking. Our executive compensation program is designed to balance risk and financial results in a manner that does not encourage imprudent risk-taking. Key design features include our “clawback” policy and our restrictions against hedging and pledging of our stock.
​
•
Reward actions taken for long-term benefit of stockholders, even if short-term results are negative. Our Compensation Committee may exercise discretion in compelling circumstances to reward management for taking actions that we believe will be accretive to stockholders over the long-run, even if those actions generate negative short-term financial results.
​
 ​
​
Pay for Performance.
Executive pay should be linked to achieving our short- and long-term business goals.
​ ​
•
Compensation reflects financial metrics that further our strategic plan. Both short-term and long-term performance goals are focused on our key financial metrics and strategic plans, which may take several quarters or years to realize.
​
•
Significant portion of executive pay is variable and performance-based. Approximately 82% of our CEO’s target pay is delivered through annual and long-term incentives.
​
•
Focus on both short-term and long-term performance. We deliver incentive-based compensation both as annual cash awards and longer-term, equity-based awards predicated on achieving prospective financial goals.
​
•
Performance is evaluated based on Stockholder Value, Profitability, and Risk Management. The Compensation Committee annually establishes specific performance metrics which are linked to short- and long-term incentive compensation outcomes and how well we perform relative to the industry and our peers.
​
 ​
​
Attract and Retain Key Executives.
Our executive compensation program should provide competitive pay in order to attract and retain executives who are capable and motivated to help us continue to grow and prudently manage our business.
​ ​
•
Peer group and financial industry survey data used to ensure pay is competitive in the broader labor market. Our Compensation Committee reviews executive compensation levels paid by members of our peer group based on available data, as well as data for the broader financial industry from our compensation consultant, with the dual goals of paying total compensation at a level commensurate with how well we perform and rewarding our executives for achieving strategic goals while maintaining discipline and prudence.
​
•
Executives must remain with the Company to receive incentive compensation. Long-term incentive compensation makes up a large portion of executive compensation packages; approximately 66% of the NEOs’ long-term incentive compensation does not vest, if at all, for three years.
​
 ​
Our executive compensation program is designed with these principles in mind. This philosophy guides our Compensation Committee in all decisions regarding executive compensation.
Compensation Governance and Best Practices. Our Compensation Committee regularly reviews our compensation practices and policies to ensure that they further our executive compensation philosophy and reduce unnecessary risk. The following table summarizes our executive compensation plan features and what we believe are “best practices” in terms of designing and administering the program.
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​
WHAT WE DO:
 ​ ​ ​
WHAT WE DON’T DO:
​
​
[MISSING IMAGE: ic_independent-pn.gif]
 ​ ​ ​
Align short-term and long-term incentive plan targets with business goals and stockholder interests
 ​ ​ ​
[MISSING IMAGE: ic_xmark-pn.gif]
​ ​ ​
Provide any tax gross-up payments
​
​
[MISSING IMAGE: ic_independent-pn.gif]
​ ​ ​
Conduct annual say-on-pay advisory vote
 ​ ​ ​
[MISSING IMAGE: ic_xmark-pn.gif]
​ ​ ​
Reward executives for taking excessive, inappropriate or unnecessary risk
​
​
[MISSING IMAGE: ic_independent-pn.gif]
​ ​ ​
Conduct stockholder outreach to solicit feedback and discuss our compensation practices
 ​ ​ ​
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Allow the repricing or backdating of equity awards
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Retain an independent compensation consultant to advise our Compensation Committee
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Provide multi-year guaranteed salary increases or non- performance bonus arrangements
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Use performance metrics that compare our performance to external benchmarks
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Rely exclusively on total stockholder return as our only performance metric
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Maintain a “clawback” policy that applies to NEOs and other senior executives
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Award incentives for below-threshold performance
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Maintain a robust stock ownership policy for NEOs
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Pay cash dividends on unearned or unvested performance-based equity awards
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Re-evaluate and update the composition of our peer group annually
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Permit hedging and pledging of our stock by executives
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Limit vesting of performance-based RSUs in the event the performance results are negative
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Have single trigger vesting on our equity and equity-based awards
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PAY FOR PERFORMANCE AND PAY AT RISK
We strive to ensure that there is long-term alignment between NEO pay and Company performance, and we monitor NEO pay as it relates to our performance to ensure this alignment.
We believe that a significant portion of our NEOs’ total compensation should be “performance-based” and “at risk,” meaning that its payment or vesting is based upon the achievement of predefined financial and performance metrics. We also believe that a significant portion should be variable, meaning that the actual compensation will increase or decrease based on the achievement of performance metrics and/or the performance of our stock. We believe that equity should comprise the larger component of our variable pay to provide alignment with our stockholders and provide retention through multi-year vesting.
Placing a significant portion of pay at risk motivates our executives to achieve performance goals and create value for our stockholders. The annual incentive bonus rewards are earned by our NEOs for the achievement of short-term performance goals and how well we perform relative to the industry and our peers. The amount paid is tied to the level of achieved performance, with higher payout levels reflecting superior performance. The long-term performance-based, and equity-based awards reward our executives for achieving long-term performance goals and increasing stockholder value. A portion of our long-term incentives are also tied to our performance relative to an industry index.
As reflected in the charts that follow, 82% of our CEO’s target total 2023 compensation was variable or “at risk,” and an average of 79% of our CFO’s and the Bank President’s and 70% of our other NEOs’ target total 2023 compensation was variable or “at risk.”
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HOW EXECUTIVE COMPENSATION DECISIONS ARE MADE
Compensation decisions for the NEOs are made by our Compensation Committee, considering input from management, information from the Committee’s independent compensation consultant, and compensation practices of a peer group of similarly-sized companies in our industry and survey data for our industry in general. The role of each in our executive compensation program is described below.
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COMPENSATION COMMITTEE
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Composed entirely of independent directors as determined under NASDAQ rules.
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Makes all determinations with respect to executive compensation program, with approval from the Board where required (including for approval of CEO pay).
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Annually reviews executive compensation policies and practices.
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Determines whether proposed goals or structure of awards might have an inadvertent effect of encouraging excessive risk or other undesirable behavior.
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Reviews independence and potential conflict of interest of advisors under applicable NASDAQ listing standards and SEC rules on an annual basis.
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*
In 2023, based on its review and information provided by Meridian regarding the provision of services, fees, policies and procedures, the presence of any conflicts of interest, ownership of the Company’s stock, and other relevant factors, the Compensation Committee concluded that engaging Meridian raised no conflicts of interest concerns, and Meridian was deemed to be independent for purposes of providing services as an advisor to the Compensation Committee.
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2023 Peer Group
The Compensation Committee, with the assistance of Meridian, adopted the Peer Group set forth below during 2021 to reflect (i) industry and business mix (regional banks that are exchange traded), (ii) total assets between $16 and $71 billion, (iii) principal place of business and primary markets, and (iv) other factors including business model and M&A activity. The peer group is reviewed annually, and was retained for the benchmarking process used to set target pay for both 2022 and 2023. The Peer Group consisted of 22 banks (which included six newly added peers for 2023). The Company approximated the median of this Peer Group on the basis of total assets and market capitalization.
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2023 PEER GROUP
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​ Ameris Bancorp* ​ ​ ​ Hilltop Holdings, Inc. ​
​ Atlantic Union Bankshares Corporation* ​ ​ ​ Hope Bancorp, Inc.* ​
​ Bank OZK* ​ ​ ​ Independent Bank Group, Inc. ​
​ BankUnited, Inc.* ​ ​ ​ PacWest Bancorp** ​
​ Banner Corporation ​ ​ ​ Pinnacle Financial Partners, Inc.* ​
​ Cathay General Bancorp* ​ ​ ​ Prosperity Bancshares, Inc.* ​
​ Columbia Banking System, Inc.* ​ ​ ​ Texas Capital Bancshares, Inc.* ​
​ Commerce Bancshares, Inc.* ​ ​ ​ UMB Financial Corporation* ​
​ CVB Financial Corp.* ​ ​ ​ Umpqua Holdings Corporation ​
​ First Financial Bancorp.* ​ ​ ​ Valley National Bancorp* ​
​ F.N.B. Corporation* ​ ​ ​ Western Alliance Bancorporation* ​
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*
Also a member of KRX Index composite as of December 31, 2023.
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**