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 stock return of +51% outperforms QABA by +9.7 percentage points, well below the 65-point threshold needed to trigger a vote against, and all attendance requirements are met.
Director since 2023 with deep financial services and M&A expertise; joined within the period covered by the 3-year TSR window and BANC outperforms QABA by +9.7 percentage points, so no performance concern applies.
Director since 2017 with extensive banking risk management experience; BANC's 3-year outperformance of QABA by +9.7 percentage points is far below the 65-point trigger threshold, and she chairs the Enterprise Risk Committee effectively.
Director since 2023 and Lead Independent Director with over 40 years of banking and community bank investment experience; BANC outperforms QABA by +9.7 percentage points over the relevant period, well within policy limits.
Director since 2021 with relevant investment management and operational leadership experience; BANC's strong 3-year TSR outperforms QABA by +9.7 percentage points, no policy trigger fires.
Director since 2023 with extensive banking CFO and audit committee expertise; joined recently and BANC's TSR outperforms QABA by +9.7 percentage points, so no adverse performance signal applies.
Director since 2023 with 30-year commercial banking background including credit risk leadership; BANC outperforms QABA by +9.7 percentage points over three years, well below the policy's 65-point trigger threshold.
Director since 2021 with finance, growth equity, and media/technology expertise; BANC's 3-year TSR outperforms QABA by +9.7 percentage points, no policy concern triggered.
Director since 2019 and CNG Committee Chair with strong operational, legal, and strategic experience; BANC's +51% 3-year return outperforms QABA (which returned +41.3%) by +9.7 percentage points, far below the 65-point threshold.
CEO and Chairman since 2019 with proven track record growing BANC from ~$10B to ~$35B in assets; BANC's 3-year TSR of +51% outperforms QABA by +9.7 percentage points, well short of the 65-point trigger threshold needed to vote against an executive director.
All ten nominees receive a FOR vote. BANC's 3-year stock return of +51% outperforms the QABA community bank benchmark (which returned +41.3%) by +9.7 percentage points — far below the 65-point underperformance threshold required to trigger an against vote for any director under our strong-positive TSR policy tier. The board is 90% independent, has relevant banking and financial expertise, disclosed a skills matrix, and all directors met the 75% attendance threshold in 2025.
Say on Pay
✓ FORCEO
Jared Wolff
Total Comp
$5,303,882
Prior Support
72%%
CEO Jared Wolff's total compensation of $5.3 million in 2025 is reasonable for a CEO of a $2.6B market cap regional bank following a major merger integration, and the pay structure is well-designed with approximately 80% of CEO pay at risk through performance-based annual bonuses and long-term equity awards tied to Core Return on Tangible Common Equity and relative total shareholder return versus a banking index. BANC's 3-year stock return of +51% outperforms the QABA community bank benchmark by +9.7 percentage points, confirming that above-benchmark variable pay — if any — is justified by shareholder outcomes. The prior Say on Pay vote received 72% support, which is above the 70% threshold that would require a mandatory engagement response, and the compensation program includes meaningful clawback provisions, stock ownership requirements, and no problematic features such as single-trigger change-in-control payouts or tax gross-ups.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not explicitly state Ernst & Young's tenure or provide a fee breakdown table with specific dollar amounts in the extracted text, so the tenure trigger cannot be confirmed and per policy we default to FOR; Ernst & Young is a Big 4 firm fully appropriate for a $2.6B market cap regional bank, and no material restatements attributable to audit failure are disclosed.
Overall Assessment
The 2026 Banc of California annual meeting presents a straightforward ballot: all ten director nominees receive FOR votes because BANC's strong 3-year total shareholder return of +51% outperforms the QABA community bank benchmark by +9.7 percentage points — well within policy limits — and the board is well-composed with relevant expertise and proper independence. The Say on Pay vote is also supported because CEO compensation of $5.3 million is reasonable for the company's size and stage, pay is heavily performance-linked, and the company's 2025 stock performance of +28% total shareholder return significantly outpaced its peer banking index.