BANC OF CALIFORNIA, INC. (NYSE:BANC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June12, 2017, J. Francisco A. Turner resigned from his
positions as Interim Chief Financial Officer of Banc of
California, Inc. (the Company) and Executive Vice President,
Chief Strategy Officer and Interim Chief Financial Officer of
Banc of California, N.A., a wholly owned subsidiary of the
Company (the Bank). As discussed below, in connection with his
resignation, Mr.Turner and the Company and the Bank entered into
an Employment Separation Agreement and Release.
Upon Mr.Turners resignation, the Companys Board of Directors
appointed Albert J. Wang, age 42, Executive Vice President and
Chief Accounting Officer of the Company and the Bank, who has
served as the Companys principal accounting officer since
September 2016, to also serve as the Companys principal financial
officer while the Company continues its search for a permanent
Chief Financial Officer.
The Company issued a press release on June14, 2017 announcing
Mr.Turners resignation and Mr.Wangs appointment, a copy of which
is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. The press release contains additional biographical
information for Mr.Wang.
Effective June12, 2017 (the Effective Date), the Company, the
Bank and Mr.Turner entered into an Employment Separation
Agreement and Release (the Agreement) to which Mr.Turner resigned
from all positions he held with respect to the Company, the Bank
and their respective affiliated entities. The Agreement provides
for Mr.Turner to receive: (i)a one-time lump-sum cash payment of
$2,750,000 by June15, 2017; and (ii)for up to 18 months or until
he obtains alternative benefits coverage, whichever occurs first,
following the Effective Date, reimbursement for the monthly
premium payments he makes to continue his health care coverage
under the Consolidated Omnibus Budget Reconciliation Act (COBRA).
The Agreement further provides for certain limitations on
Mr.Turners rights under his existing indemnification agreement
with the Company.
The Agreement contains a general release of claims by Mr.Turner,
including any rights he may have under his existing employment
agreement with the Company, with customary exceptions for
obligations arising from the Agreement, vested benefits,
indemnity rights and matters that cannot be released by private
agreement. Mr.Turner has agreed to cooperate fully with the
Company and the Bank in connection with any existing or future
investigations, claims, litigation, audits, inquiries or similar
actions and to remain bound by the clawback, confidentiality and
non-solicitation provisions of his employment agreement with the
Bank. The Agreement provides for a Standstill Period through
December31, 2018, during which Mr.Turner has agreed to limit his
ownership of common stock and common stock equivalents of the
Company and not to engage in certain other activities.
A copy of the Agreement is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
2
| (d) | Exhibits. |
| 99.1 | Press release dated June14, 2017 | |
| 99.2 |
Employment Separation Agreement and Release, dated June12, 2017 |
3
About BANC OF CALIFORNIA, INC. (NYSE:BANC)
Banc of California, Inc. provides banking services to California’s diverse businesses, entrepreneurs and homeowners. The Bank was formed through the merger of four of Southern California’s community banking franchises. The Bank offers a range of financial services to meet the banking and financial needs of the communities it serves, with operations conducted through over 100 banking offices across California and across the West. The Bank’s deposit product and service offerings include checking, savings, money market, certificates of deposit, retirement accounts, as well as online, telephone and mobile banking, automated bill payment, cash and treasury management, master demand accounts, foreign exchange, interest rate swaps, trust services, card payment services, remote and mobile deposit capture, Automated Clearing House (ACH) origination, wire transfer, direct deposit and safe deposit boxes.