Blog: PACWEST BANCORP : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.



Appointment of Chief Executive Officer and President

PacWest Bancorp (the “Company”) today announced the appointment of Paul W.
Taylor as Chief Executive Officer (“CEO”) and President of the Company and its
wholly-owned subsidiary, Pacific Western Bank (the “Bank”), effective January 1,
2023. Mr. Taylor’s appointment follows the Company’s previously-announced plan
to appoint him as the successor for Matthew P. Wagner, current CEO of the
Company, upon Mr. Wagner’s retirement.

Mr. Taylor, 62, joined the Company on July 1, 2022 as President of the Company
and the Bank. He joined the Company’s Board of Directors (the “Company Board”)
and the Bank’s Board of Directors (the “Bank Board”) on January 29, 2021. Prior
to joining the Company, Mr. Taylor served as chief executive officer, president
and a director of Opus Bank from 2019 until its acquisition in 2020 and as chief
executive officer, president and a director of Guaranty Bancorp and chief
executive officer and chairman of the board of directors of Guaranty Bank and
Trust Company, a banking subsidiary of Guaranty Bancorp, from 2011 through 2018.
Prior to that, Mr. Taylor held various positions, including executive vice
president, chief financial and operating officer and secretary of Guaranty
Bancorp.

In connection with Mr. Taylor’s appointment as CEO and President, the Company
Board approved the following compensation for Mr. Taylor, effective upon such
appointment: (i) an annual base salary of $1,000,000; (ii) a target annual cash
bonus opportunity equal to 150% of Mr. Taylor’s annual base salary, payable in
accordance with the Company’s Executive Incentive Plan (the “EIP”);
(iii) eligibility to participate in the Company’s long term incentive plan and
to receive equity incentive awards valued at 250% of his annual base salary,
comprised of time-based restricted stock awards (“TRSAs”) and performance-based
restricted stock units (“PRSUs”); (iv) eligibility to participate in the
Company’s Change in Control Severance Plan, which is described in the Company’s
2022 Proxy Statement (the “Proxy Statement”), with a potential change in control
severance payment equal to 300% of the sum of Mr. Taylor’s annual base salary
and target EIP award; and (v) eligibility to participate in the executive
benefits as described in the Proxy Statement.

Transition of Company Board Leadership

Following Mr. Wagner’s retirement from the position of CEO, Mr. Wagner will
transition to the role of Executive Chairman of the Company Board and the Bank
Board for a one-year term, effective January 1, 2023. The Company Board approved
the following compensation for Mr. Wagner for such service: (i) an annual base
salary remaining at $1,000,000; (ii) a target annual cash bonus opportunity
remaining at a level equal to 200% of Mr. Wagner’s annual base salary, payable
in accordance with the EIP; (iii) continued eligibility to participate in the
Company’s Change in Control Severance Plan as described in the Proxy Statement,
with a potential change in control severance payment equal to 300% of the sum of
Mr. Wagner’s annual base salary and target EIP award; (iv) eligibility to
participate in the executive benefits as described in the Proxy Statement; and
(v) continued access to limited personal use of corporate aircraft. Mr. Wagner
will not receive further equity incentive awards in his role as Executive
Chairman. In connection with Mr. Wagner’s transition to Executive Chairman of
the Company Board, John M. Eggemeyer, III, current Chairman of the Company
Board, will transition to the role of Lead Director of the Company Board,
effective January 1, 2023.



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Departure of Chief Financial Officer

The Company also announced that Bart R. Olson’s employment as the Executive Vice
President, Chief Financial Officer of the Company will terminate on November 27,
2022, at which time Mr. Olson will transition to the role of Executive Vice
President, Finance, through February 28, 2023, retaining his current base salary
through such date. In connection with his departure, Mr. Olson will be entitled
to severance benefits equal to one year of base salary and twelve months of
Company-paid medical, dental and vision coverage following his last day of
employment, contingent upon Mr. Olson signing and not rescinding a release of
claims in favor of the Company.

Appointment of Chief Financial Officer

In connection with Mr. Olson’s transition to Executive Vice President, Finance,
the Company announced the appointment of Kevin L. Thompson as Executive Vice
President, Chief Financial Officer of the Company, effective November 28, 2022.

Mr. Thompson, 49, previously served as executive vice president and chief
financial officer of First Foundation Inc. and First Foundation Bank
(collectively, “First Foundation”) from 2020 until his resignation in
November 2022, and also served as interim president of First Foundation in
November 2022. Prior to joining First Foundation, Mr. Thompson served as
executive vice president, chief financial officer and treasurer of Opus Bank
from 2017 to 2020, executive vice president and chief financial officer of
Midland States Bancorp from 2016 to 2017, senior vice president, corporate
finance of Zions Bancorporation from 2014 to 2016, and chief financial officer
and treasurer from 2010 to 2014 and controller from 2006 to 2010 of American
Express Centurion Bank. Prior to that, Mr. Thompson held various senior
financial roles, including consultant, auditor, and international controller.

Pursuant to the Company’s offer letter with Mr. Thompson, he will be entitled to
receive the following compensation: (i) an annual base salary of $500,000;
(ii) a target annual cash bonus opportunity equal to 100% of Mr. Thompson’s
annual base salary, payable in accordance with the EIP; provided that in lieu of
Mr. Thompson’s participation in the EIP for fiscal 2022, he will receive a
guaranteed cash payment of $400,000, payable in March 2023; (iii) TRSAs valued
at $500,000, which will vest ratably over a three-year period and are subject to
the terms of the Amended and Restated PacWest Bancorp 2017 Stock Incentive Plan;
(iv) eligibility to participate in the Company’s long term incentive plan
commencing in 2023 and to receive equity incentive awards valued at 150% of his
annual base salary, comprised of TRSAs and PRSUs; (v) eligibility to participate
in the Company’s Change in Control Severance Plan as described in the Proxy
Statement, with a potential change in control severance payment equal to 200% of
the sum of Mr. Thompson’s annual base salary and target EIP award; and
(vi) eligibility to participate in the executive benefits as described in the
Proxy Statement, including reimbursement of up to $100,000 of relocation
expenses pursuant to the Company’s Relocation Policy.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing these leadership transitions is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.



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Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits.



Exhibit Number   Description
  99.1             Press Release dated November 21, 2022
                 Cover page interactive data file (embedded within the Inline XBRL
104              document)




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