WESTERN ALLIANCE BANCORPORATION (NYSE:WAL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
announced that current board member Kenneth Vecchione will return
as President of the Company and its wholly-owned subsidiary
Western Alliance Bank (the Bank), effective July 10, 2017. Mr.
Vecchione will report directly to Robert G. Sarver, Chairman and
Chief Executive Officer of the Company. In connection with its
long-term succession planning, the Board of Directors anticipates
that Mr. Sarver will eventually transition to the role of
Executive Chairman of the Board and Mr. Vecchione will eventually
succeed Mr. Sarver as Chief Executive Officer. Mr. Vecchione will
continue to serve as a director of the Company and the Bank.
found in the Companys proxy statement for its 2017 annual meeting
of stockholders and is incorporated herein by reference. As
President of the Company, Mr. Vecchione will serve as the
Companys principal operating officer.
Company entered into an offer letter with Mr. Vecchione dated May
1, 2017 (the Offer Letter). to the Offer Letter, Mr. Vecchione
will be paid an annual base salary of $1,000,000 for 2017
(prorated based on his starting date) and an annual base salary
of $1,100,000, $1,150,000 and 1,200,000 for 2018, 2019 and 2020,
respectively. Mr. Vecchione will be eligible for an annual cash
award to the Companys Annual Bonus Plan based on the Companys
annual performance relative to pre-established targets that are
subject to the Compensation Committee of the Boards review and
approval. Mr. Vecchiones target bonus will be 50% of his annual
base salary, and will not be prorated for 2017.
receive a one-time award of 100,000 shares of performance-based
restricted stock, vesting 25% on each of the 1st, 2nd, 3rd 4th
anniversaries of the grant date, subject to the Company achieving
earnings per share for 2017 of no less than $2.03. Beginning in
2018, 2019 and 2020, Mr. Vecchione will receive annual grants of
performance-based stock units and performance-based restricted
stock equal to a total dollar amount at the time of the award of
$2,200,000, $2,300,000 and $2,400,000, respectively, with the
allocation between stock units and restricted stock to be
determined by the Compensation Committee.
Change of Control Severance Plan. The offer letter also provides
that, if, prior to July 9, 2019, (i) Mr. Vecchione is terminated
by the Company, without cause and not in connection with a change
in control, or (ii) terminates his employment with the Company
for good reason, he will be entitled to receive severance upon
execution of a release and agreement not to compete with the
Company for a period of 24 months. Under those circumstances, Mr.
Vecchione will receive (i) immediate vesting of the unvested
portion of the one-time award of 100,000 shares of restricted
stock described above, (ii) payment, in 24 equal monthly
installments, of two times his annual base salary and target
bonus, subject to all applicable withholding, subject to the
total value of severance received under such circumstances not
exceeding a maximum of $6,000,000.
from his membership on the Nominating and Corporate Governance
Committee of the Board of Directors of the Company. As an
employee, Mr. Vecchione will not be eligible to receive
compensation for his continued service as a director of the
Company and the Bank.
Offer Letter attached hereto as Exhibit 10.1 and incorporated
herein by reference. The Companys press release announcing Mr.
Vecchiones appointment is furnished herewith as Exhibit 99.1.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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10.1
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Offer Letter, dated May 1, 2017, by and between Kenneth
A. Vecchione and Western Alliance Bancorporation. |
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99.1
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Press release, dated May 4, 2017.
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About WESTERN ALLIANCE BANCORPORATION (NYSE:WAL)
Western Alliance Bancorporation is a bank holding company. The Company provides a range of deposits, lending, treasury management and online banking products and services through its banking subsidiary, Western Alliance Bank (the Bank). The Company’s segments are Arizona, Nevada, Southern California, Northern California, Central Business Line (CBL), and Corporate & Other. The Company’s Arizona, Nevada, Southern California and Northern California segments provide full-service banking and related services to their respective markets. The Company’s CBL segment provides banking services to niche markets and includes the operations of Bridge Bank. The Bank’s full-service banking divisions include Alliance Bank of Arizona (ABA) in Arizona, Bank of Nevada (BON) in Southern Nevada, Bridge Bank in Northern California, First Independent Bank (FIB) in Northern Nevada and Torrey Pines Bank (TPB) in Southern California. WESTERN ALLIANCE BANCORPORATION (NYSE:WAL) Recent Trading Information
WESTERN ALLIANCE BANCORPORATION (NYSE:WAL) closed its last trading session down -0.16 at 48.69 with 750,802 shares trading hands.
