BANC OF CALIFORNIA INC (BANC)
Sector: Financials
2026 Annual Meeting Analysis
BANC OF CALIFORNIA INC · Meeting: May 6, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the ten director nominees named in the accompanying proxy statement, each for a term of one year.
Director since 2019 with relevant corporate strategy and finance experience; BANC's 3-year total return of +51.1% trails the company-disclosed peer group median of +64.2% by only 13.1 percentage points, well below the 65-percentage-point threshold needed to trigger a vote against under the strong-positive TSR tier; no overboarding, attendance, or independence concerns.
Director since 2023 (joined within approximately 36 months); financial services investment expertise is directly relevant; 3-year TSR gap of 13.1 percentage points versus the peer median is well below the 65-percentage-point trigger threshold, and no other policy flags apply.
Director since 2017 with deep banking risk management experience; the 3-year TSR underperformance versus peers of 13.1 percentage points falls far short of the 65-percentage-point threshold required to trigger an against vote under the strong-positive absolute TSR tier; no attendance, independence, or overboarding concerns.
Director since 2023 with over 40 years of community banking experience serving as Vice Chairman and Lead Independent Director; the 3-year relative TSR gap of 13.1 percentage points versus the company-disclosed peer median is well inside the 65-percentage-point trigger threshold; no other policy flags apply.
Director since 2021 and CEO of a large registered investment advisory firm; the 3-year TSR underperformance versus the company peer median of 13.1 percentage points is well below the 65-percentage-point trigger threshold, and she has no attendance, independence, or overboarding issues.
Director since 2023 and designated audit committee financial expert with prior CFO experience at large banks; the 13.1-percentage-point 3-year TSR gap versus peer median does not approach the 65-percentage-point trigger threshold applicable to companies with strong positive absolute returns; no other concerns.
Director since 2023 with 30 years of commercial banking experience; the 3-year relative TSR gap of 13.1 percentage points is well below the 65-percentage-point threshold, and no attendance, independence, or overboarding flags are present.
Director since 2021 and designated audit committee financial expert with private equity and finance expertise; the 3-year TSR underperformance versus the peer median of 13.1 percentage points falls well below the 65-percentage-point trigger threshold, and no other policy concerns arise.
Director since 2019 serving as CNG Committee Chair with extensive operational and legal leadership experience; the 13.1-percentage-point 3-year peer TSR gap is far below the 65-percentage-point trigger, and there are no attendance, independence, or overboarding concerns.
CEO and Chairman since 2019; as an executive director he is subject to the same TSR trigger as other directors, but BANC's 3-year absolute return of +51.1% is strongly positive and the 13.1-percentage-point gap versus the company-disclosed peer median is well inside the 65-percentage-point threshold required to trigger a vote against; the Say on Pay analysis is addressed separately under Proposal III.
All ten nominees receive a FOR vote. BANC's 3-year absolute total shareholder return of +51.1% is strongly positive (well above +20%), placing it in the highest absolute-return tier under the policy. Under that tier, an against vote on directors requires the company to trail the company-disclosed compensation peer group median by at least 65 percentage points. BANC trails the peer median by only 13.1 percentage points, far below that threshold. No director has an overboarding, attendance, independence, familial-relationship, or qualification concern that would independently trigger an against vote.
Say on Pay
✓ FORCEO
Jared Wolff
Total Comp
$5,303,882
Prior Support
72%%
CEO Jared Wolff received total compensation of approximately $5.3 million in 2025, which is reasonable for a CEO of a $2.7 billion market-cap regional bank and does not appear to breach the +20% individual CEO benchmark threshold. The compensation structure is well-designed from a pay-mix standpoint: the proxy discloses that 80% of CEO pay is at-risk or performance-based, comfortably exceeding the 50-60% variable pay requirement, with long-term equity split equally between performance stock awards tied to 3-year Core Return on Tangible Common Equity and relative total shareholder return, and time-vested restricted stock units. Pay-for-performance alignment is strong — BANC delivered 28% total shareholder return in 2025 versus 7% for its peer index, and the annual cash incentive paid out at 91% of target reflecting slightly below-target core revenue but full credit for strategic and risk management goals. Prior year Say on Pay support was 72%, above the 70% threshold that would require visible changes; the company reached out to all 1%-or-larger shareholders for engagement. A meaningful clawback policy covering both discretionary recoupment and the mandatory Dodd-Frank clawback is in place.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose Ernst & Young's tenure or the specific fee amounts in the extracted text provided, so the tenure trigger and the non-audit fee ratio test cannot be applied; per policy, the tenure trigger requires confirmed data to fire and absence of disclosure defaults to FOR. Ernst & Young is a Big 4 firm appropriate for a $2.7 billion market-cap bank, no material restatements attributable to audit failure are noted, and no other disqualifying factors are present.
Overall Assessment
The 2026 Banc of California annual meeting presents a clean ballot across the three standard proposals. All ten director nominees receive a FOR vote because the company's strongly positive 3-year total shareholder return of +51.1% places it in the highest absolute-return tier, and the 13.1-percentage-point gap versus the company-disclosed peer median is far below the 65-percentage-point threshold required to trigger an against vote; Ernst & Young's ratification receives a FOR vote as a Big 4 firm with no disclosed fee or restatement concerns, subject to the minor note that tenure was not explicitly disclosed in the extracted filing text; and Say on Pay receives a FOR vote given a well-structured, predominantly performance-based compensation program, reasonable CEO pay of $5.3 million, strong 2025 stock outperformance, and prior-year shareholder support of 72%.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing