Business Context and Reporting Period
This Form 8-K Current Report was filed by Banc of California, Inc. on November 5, 2019. The filing reports corporate governance changes effective November 5, 2019, and a director retirement effective November 6, 2019.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
The following material changes to the Board of Directors were reported:
- Appointments: James A. "Conan" Barker and Andrew Thau were appointed as directors of the Company and its subsidiary, Bank of California, N.A., effective November 5, 2019.
- Retirement: Halle J. Benett retired from his position as a member of the Boards effective November 6, 2019.
- Board Composition: Following these changes, each Board consists of ten members.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or management commentary regarding future performance. It details the professional backgrounds of the new directors:
- James A. Barker: Co-President and 25% owner of Velocity Vehicle Group; board member and 50% owner of Velocity SBA. Background includes roles at HAL Investments Inc., Sea Containers, Inc., and Boston Consulting Group.
- Andrew Thau: Chief Operating Officer and General Counsel of United Talent Agency (UTA). Background includes roles at 20th Century Fox, Be Here, and Network LIVE.
Compensation for the new directors will align with the existing non-employee director program described in the Company's April 29, 2019 proxy statement.
Investor Verification Checklist
- Verify the effective dates of the new director appointments and the retiring director's departure.
- Confirm the specific committee assignments for James A. Barker (Audit, Asset and Liability) and Andrew Thau (Compensation, Nominating, Corporate Governance, Equity, Enterprise Risk).
- Review the Company's definitive proxy statement filed on April 29, 2019, for details on the director compensation arrangement applicable to the new appointees.
- Check for any subsequent filings regarding the 2020 Annual Meeting of Stockholders where the initial terms of the new directors will expire.