Banc of California (BANC) Proxy filing summary

Executive summary

• Completed transformative merger in November 2023, focusing on building a resilient, high-quality bank with sustainable earnings and value creation for shareholders over the past two years.

• In 2024, restructured the balance sheet, strengthened liquidity, optimized capital, and shifted focus from repositioning to performance in 2025.

• Achieved significant growth in earnings per share (up 69% to $1.35), improved net interest margin, and increased return on tangible common equity by 319 basis points to 10.75% in Q4 2025.

• Loan production and disbursements reached $9.6 billion (up 31% YoY), with disciplined, relationship-driven growth and improved deposit mix.

• Returned capital to shareholders through repurchasing 13.6 million shares (~8% of shares outstanding) and raised dividend by 20% in early 2026.

Voting matters and shareholder proposals

• Shareholders will vote on: (I) election of ten director nominees for one-year terms, (II) ratification of Ernst & Young LLP as independent auditor for 2026, (III) advisory approval of executive compensation (Say-on-Pay), and (IV) approval of the Second Amended and Restated 2018 Omnibus Stock Incentive Plan.

• Board recommends voting FOR all proposals.

• Shareholders of record as of March 13, 2026, are eligible to vote at the virtual annual meeting on May 6, 2026.

Board of directors and corporate governance

• Board will be reduced to ten directors after the annual meeting; nine of ten nominees are independent.

• Board is 40% female, with an average age of 61 and average tenure of 5.2 years.

• Board committees: Audit, Compensation/Nominating/Governance (CNG), Finance, and Enterprise Risk, each with defined responsibilities and independent membership.

• Annual self-assessment and director education programs in place.