BANC OF CALIFORNIA, INC. appointed new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Board of Directors


On October 26, 2023, Banc of California announced the following three (3) current directors of PacWest, in accordance with the terms of the Merger Agreement, have been appointed to serve as directors on the board of Banc of California (the "Board"), in each case, effective as of and contingent upon the Closing (as defined in the Merger Agreement): John M. Eggemeyer, III, Paul R. Burke and Susan E. Lester (the "PacWest Directors"), and Todd Schell, designated by the Warburg Investors (as defined below) has been appointed to serve as a director of Banc of California, effective as of and contingent upon the Closing, pursuant to that certain Investment Agreement, dated as of July 25, 2023, by and between Banc of California and affiliates of funds managed by Warburg Pincus LLC (the "Warburg Investors" and such agreement, the "Warburg Investment Agreement") (such director, collectively with the PacWest Directors, the "New Directors"). Other than the Merger Agreement and, in the case of Todd Schell, the Warburg Investment Agreement, there are no arrangements between the New Directors and any other person pursuant to which the New Directors were selected as directors. There are no transactions in which any New Director has an interest requiring disclosure under Item 404(a) of Regulation S-K. As of the date of the filing of the Current Report on Form 8-K, the Board committee assignments for the New Directors is unknown. Upon the Closing, the New Directors will join the following eight (8) current directors of Banc of California who will continue their service as directors of Banc of California: Jared M. Wolff, James A. "Conan" Barker, Mary A. Curran, Shannon F. Eusey, Richard J. Lashley, Joseph J. Rice, Vania E. Schlogel and Andrew Thau.


In connection with the transactions contemplated by the Merger Agreement, Bonnie G. Hill, Denis P. Kalscheur, Jonah F. Schnel and Robert D. Sznewajs (the "Retiring Directors") each informed Banc of California that he or she intends to retire as a director of Banc of California, in each case, effective as of and contingent upon the Closing. Such decisions were not the result, in whole or in part, of any disagreement with Banc of California or its management.


Biographical Information


Biographical information related to the PacWest Directors can be found in the definitive proxy statement on Schedule 14A filed by PacWest with the SEC on March 23, 2023.


Todd Schell currently serves as Principal at Warburg Pincus LLC on the Financial Services team, focusing on banking and specialty finance. He chairs the firm's U.S. Fintech effort and serves on the boards of IntraFi, Facet Wealth and PayJoy. Prior to joining Warburg Pincus LLC, Mr. Schell covered financial institutions in the Investment Banking division at Barclays Capital. Mr. Schell received an MBA from Harvard Business School and a BA from Amherst College.


Chairman of the Board


On October 26, 2023, Banc of California also announced that, as had been previously disclosed and, pursuant to the terms of the Merger Agreement, John M. Eggemeyer, III has been appointed as the Chairman of the Board, effective as of and contingent upon the Closing. At the Closing, Jared M. Wolff, the current Chairman, President and Chief Executive Officer of Banc of California, will cease serving as Chairman of the Board. Mr. Wolff will continue to serve as a director of Banc of California and will remain Chairman of the board of directors of Banc of California's bank subsidiary.