Business Context and Reporting Period
This Form 8-K filing by Banc of California, Inc. (the "Company") is dated August 27, 2017. The report discloses significant changes in executive leadership, specifically the appointment of a new Chief Financial Officer and the resignation of the previous principal financial and accounting officers.
Key Financial Metrics
This filing does not contain financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel changes and related compensation arrangements.
Material Changes
- Appointment of CFO: John A. Bogler was appointed Executive Vice President and Chief Financial Officer, effective September 5, 2017. He brings nearly 30 years of experience in financial services, including roles at CapitalSource Inc. and Sabal Financial Group.
- Resignation of Principal Officers: Albert J. Wang resigned as Executive Vice President and Chief Accounting Officer. He ceased serving as principal financial officer on September 5, 2017, and principal accounting officer on September 15, 2017.
- Interim Appointment: Lawrence Gee was appointed interim principal accounting officer effective upon Mr. Wang's resignation.
- Related Party Transaction: The filing notes a $40.0 million committed revolving repurchase facility provided by the Bank to Sabal TL1, LLC (an affiliate of Mr. Bogler's former firm, Sabal Capital Partners). Mr. Bogler is required to resign from all officer and board positions with Sabal entities, though he may remain on the Investment Committee of Sabal Investment Advisors, LLC.
Compensation and Employment Terms
Mr. Bogler's employment agreement includes the following terms:
- Base Salary: $450,000 initially, increasing to $475,000 in 2018 and $500,000 in 2019.
- Bonus: Target bonus of 75% of base salary (up to 125% maximum). For fiscal year 2017, the target is 25% of base salary (minimum $112,500).
- Sign-on Bonus: $50,000 cash, contingent on 30 days of continuous employment.
- Equity: Grant of 35,000 restricted stock units (17,500 service-based, 17,500 performance-based).
- Severance:
- Termination without cause or resignation for good reason: 100% of base salary plus 50% of target bonus.
- Termination within two years of a change of control: 150% of the sum of base salary and target bonus, plus immediate vesting of equity awards.
Investor Verification Checklist
- Verify the effective dates of the leadership transition (September 5, 2017 for CFO; September 15, 2017 for Principal Accounting Officer).
- Review the details of the $40.0 million revolving repurchase facility with Sabal TL1, LLC as described in Note 21 of the Company's Q2 2017 Form 10-Q.
- Confirm the status of Mr. Bogler's resignation from Sabal entities and his continued role on the Investment Committee of Sabal Investment Advisors, LLC.
- Monitor the interim performance of Lawrence Gee as Principal Accounting Officer until a permanent replacement is named.