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

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
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2018 Annual Incentive Plan

On March8, 2018, the Joint Compensation and Human Capital Committee (the “Compensation Committee”) of the Boards of Directors of Banc of California, Inc. (the “Company”) and Banc of California, N.A., a wholly owned subsidiary of the Company (the “Bank”), approved an annual cash incentive plan for 2018 (the “2018 Annual Incentive Plan”) for certain of the Company’s executive officers, including, among others, Douglas H. Bowers, President and Chief Executive Officer, John A. Bogler, Executive Vice President and Chief Financial Officer, and Hugh F. Boyle, Executive Vice President and Chief Risk Officer.

The 2018 Annual Incentive Plan will operate in substantially the same manner as the Company’s annual cash incentive plan for 2017 (the “2017 Annual Incentive Plan”), except that loan growth has been added as a performance criterion under the 2018 Annual Incentive Plan in place of classified assets to total assets, with the four corporate performance criteria of the 2018 Annual Incentive Plan consisting of: loan growth, core deposit growth, return on average assets, and adjusted efficiency ratio. An additional performance gate criterion has been added to the 2018 Annual Incentive Plan relating to non-performing assets, with the two performance gate criteria consisting of non-performing assets remaining at or below a specific percentage and maintaining a specific capital ratio (Common Equity Tier 1 Capital Ratio). As with the 2017 Annual Incentive Plan, if the gating items are satisfied, then each participating executive officer will be eligible to receive an annual incentive award under the 2018 Annual Incentive Plan based on achieving (i)2018 corporate objectives, under the four corporate performance criteria for 2018, and (ii)individual or business unit performance objectives, with the corporate and individual or business unit objectives being weighted differently based on the officer’s position. The differences between the performance and gating criteria under the 2017 and 2018 Annual Incentive Plans are illustrated below.

2017Performance

Criteria

2018Performance

Criteria

Core Deposit Growth Core Deposit Growth
ROAA ROAA
Classified Assets to Total Assets (%) Loan Growth
Adjusted Efficiency Ratio (%) Adjusted Efficiency Ratio (%)
Individual or Group Objectives Individual or Group Objectives

2017 Gating Criteria

2018 Gating Criteria

Common Equity Tier 1 Capital Ratio (%) Common Equity Tier 1 Capital Ratio (%)
Non-Performing Assets (%)

A description of the 2017 Annual Incentive Plan is contained under the heading “Compensation Discussion and Analysis—2017 Compensation Refresh-Fiscal Year 2017 Annual Incentive Plan” in the Company’s definitive proxy statement for the Company’s 2017 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on April28, 2017, and such description is incorporated herein by reference.

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Changes in Compensation Arrangement for Hugh F. Boyle

On March8, 2018, the Compensation Committee approved changes to the compensation arrangement for Hugh F. Boyle, the Company’s and the Bank’s Chief Risk Officer.

Effective upon the expiration of Mr.Boyle’s employment agreement with the Company on April1, 2018, Mr.Boyle will receive an annual base salary of $400,000, which will increase to $425,000 effective April1, 2019 and $450,000 effective April1, 2020. Mr.Boyle will be eligible to participate in an annual cash incentive bonus plan (including the 2018 Annual Incentive Plan), with a bonus incentive target of 75% of base salary at the end of the bonus period. Mr.Boyle also will be eligible to receive an annual equity award as determined by the Company’s Board of Directors or the Compensation Committee. If Mr.Boyle’s employment is terminated by the Company without cause between April1, 2018 and April1, 2019, he will receive a severance benefit consisting of: (i) 12 months of base salary; (ii) 12 months of medical, dental and vision insurance coverage for any enrolled benefit (or the cash equivalent); and (iii)at the sole discretion of the Company’s Board of Directors or the Compensation Committee, accelerated vesting of any service-based equity awards scheduled to vest within 365 days of the termination date and any performance-based stock award. Mr.Boyle’s eligibility for this severance benefit will be extended for an additional year on April1, 2019 unless the Company notifies Mr.Boyle at least 90 days in advance that it will not be so extended.

Decision of Jeffrey Karish Not to Stand for Re-Election as a Director

On March8, 2018, Jeffrey Karish, who has been a director of the Company since 2011 and a director of the Bank since 2013, informed the Company and the Bank of his decision not to stand for re-election as a director of the Company at the 2018 annual meeting of stockholders of the Company (the “2018 Annual Meeting”) or as a director of the Bank at the 2018 annual meeting of the sole stockholder of the Bank. Mr.Karish also submitted his resignation from the Boards of Directors of the Company and the Bank, effective as of the conclusion of the 2018 Annual Meeting. Mr.Karish will continue to serve as a director of the Company and the Bank, respectively, until the end of his current term. Mr.Karish indicated that his decision to leave the Boards of Directors was based upon his assessment of the increasing demands of his business activities and employment.

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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.

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