Pay vs Performance Disclosure
Dec. 31, 2025
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Value of Initial Fixed $100 Investment Based On: | Net Earnings (Loss) (in millions) | Return on Average Tangible Common Equity (ROATCE) | |||||||||||||||||||||||||||||||||
| Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO | Average Summary Compensation Table Total for Non-CEO | Average Compensation Actually Paid to Non-CEO NEOs | TSR | Peer Group TSR | |||||||||||||||||||||||||||||
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (7)(8) | ||||||||||||||||||||||||||||
| 2025 | $ | 5,303,882 | $ | 9,416,779 | $ | 1,771,262 | $ | 2,702,282 | $ | 146.52 | $ | 152.71 | $ | 229.0 | 8.0 | % | |||||||||||||||||||
| 2024 | $ | 12,129,275 | (9) | $ | 12,266,145 | $ | 3,377,143 | (9) | $ | 2,993,417 | $ | 114.42 | $ | 143.39 | $ | 126.9 | 4.4 | % | |||||||||||||||||
| 2023 | $ | 3,930,174 | $ | 933,243 | $ | 1,144,649 | $ | 659,225 | $ | 96.71 | $ | 126.67 | $ | (1,899.1) | (35.3) | % | |||||||||||||||||||
| 2022 | $ | 5,746,309 | (10) | $ | 3,804,793 | $ | 1,436,133 | (10) | $ | 1,102,974 | $ | 111.21 | $ | 127.17 | $ | 120.9 | 13.5 | % | |||||||||||||||||
| 2021 | $ | 2,703,890 | $ | 3,743,340 | $ | 966,897 | $ | 1,064,836 | $ | 135.08 | $ | 136.64 | $ | 62.3 | 7.0 | % | |||||||||||||||||||
| Year | Summary Compensation Table Total for CEO | Value of Equity Awards Reported in Summary Compensation Table | Equity Award Adjustments | Compensation Actually Paid to CEO | ||||||||||||||||||||||
| (a) | (b) | |||||||||||||||||||||||||
| 2025 | $ | 5,303,882 | $ | 2,713,668 | $ | 6,826,565 | $ | 9,416,779 | ||||||||||||||||||
(a) The amounts reported represent the total grant date fair values of equity awards granted to Mr. Wolff for 2025 in the "Stock Awards" column of the Summary Compensation Table in this proxy statement.
(b) The equity award adjustment for 2025 is calculated as follows*:
| Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Applicable Year | Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Applicable Year | Equity Award Adjustment | ||||||||||
| 2025 | $ | 3,916,159 | $ | 2,942,358 | $ | (31,952) | $ | 6,826,565 | ||||||
* The following columns have been omitted as they do not apply: (1) fair value as of vesting date of equity awards granted and vested in the applicable year, (2) fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the applicable year, and (3) dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise included in the total compensation for the covered year.
| Year | Average Summary Compensation Table Total for Non-CEO NEOs | Average Value of Equity Awards Reported in Summary Compensation Table for Non-CEO NEOs | Average Equity Award Adjustments for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs | ||||||||||||||||||||||
| (a) | (b) | |||||||||||||||||||||||||
| 2025 | $ | 1,771,262 | $ | 600,897 | $ | 1,531,917 | $ | 2,702,282 | ||||||||||||||||||
(a) The amounts reported represent the average of the total grant date fair values of equity awards granted to our non-CEO NEOs for 2025 in the "Stock Awards" column of the Summary Compensation Table in this proxy statement.
(b) The equity award adjustments for 2025 is calculated as follows*:
| Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Applicable Year | Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Applicable Year | Equity Award Adjustment | ||||||||||
| 2025 | $ | 867,167 | $ | 685,956 | $ | (21,206) | $ | 1,531,917 | ||||||
* The following columns have been omitted as they do not apply: (1) fair value as of vesting date of equity awards granted and vested in the applicable year, (2) fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the applicable year, and (3) dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise included in the total compensation for the covered year.
The following chart sets forth the relationship between the compensation actually paid to our CEO, the average compensation actually paid to our non-CEO NEOs, our cumulative TSR and that of the KBW NASDAQ Regional Banking Index over the five most recently completed fiscal years.
The following chart sets forth the relationship between compensation actually paid to our CEO, the average compensation actually paid to our non-CEO NEOs and our net earnings (loss) for the five most recently completed fiscal years.
The following chart sets forth the relationship between compensation actually paid to our CEO, the average compensation actually paid to our non-CEO NEOs and our ROATCE(2) for the five most recently completed fiscal years.
(2) ROATCE for the year ended December 31, 2025, 2024 and 2023 represent financial metric of the combined company. Following the PacWest Merger, net loss for the year ended December 31, 2023 reflect PacWest financial results only on a standalone basis until the closing of the PacWest Merger on November 30, 2023, and results of the combined company for the month of December 2023. ROATCE for the years ended December 31, 2022 and 2021 represent financial metric of the legacy Banc of California on which compensation was based. See Appendix A - Non-GAAP Measures for further details.
The following chart sets forth the relationship between the compensation actually paid to our CEO, the average compensation actually paid to our non-CEO NEOs, our cumulative TSR and that of the KBW NASDAQ Regional Banking Index over the five most recently completed fiscal years.
Financial Performance Measures
We consider the following to be the most important financial performance measures that we used to link compensation actually paid to the NEOs for 2025 to the Company’s performance:
•Diluted Core Earnings Per Share;
•Core Adjusted Pre-Provision Net Revenue;
•Core Return on Average Assets;
•Core Return on Average Tangible Common Equity; and
•Core Adjusted Noninterest Expense Ratio, as measured by adjusted noninterest expense (which exclude acquisition, integration and reorganization costs and customer related expenses) to average assets.
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act) and the SEC’s implementing rules, we are providing the following information about the relationship between the compensation paid to our principal executive officer (PEO, also known as our CEO) and other NEOs and certain measures of financial performance. Further information about how we seek to align executive compensation with our performance is contained under the Compensation Discussion and Analysis section of this proxy statement.
TSR assumes an initial investment of $100 in our common stock and that the subsequent dividends are reinvested. Information presented is historical only and may not be indicative of possible future performance.Net earnings (loss) and ROATCE for the year ended December 31, 2025, 2024 and 2023 represent reported financial results and metric of the combined company. Following the PacWest Merger, net loss for the year ended December 31, 2023 reflect PacWest financial results only on a standalone basis until the closing of the PacWest Merger on November 30, 2023, and results of the combined company for the month of December 2023. Net earnings and ROATCE for the years ended December 31, 2022 and 2021 represent reported financial results and metric of the legacy Banc of California on which compensation was based. This measure has been designated as the "Company-Selected Measure" for 2024, in accordance with SEC rules, and represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to our NEOs in 2024. ROATCE is computed by dividing net earnings (loss) available to common and equivalent stockholders, after adjustment for goodwill impairment (if applicable), amortization of intangible assets, and preferred stock dividends, by average tangible common equity. Average tangible common equity is calculated by subtracting intangible assets and preferred stock from average stockholders' equity. See the Appendix A - Non-GAAP Measures section in this proxy statement.(9) Summary compensation table total for CEO and average summary compensation table total for non-CEO in 2024 included the grant date fair values of the Stockholder Value Creation Award PSUs. These awards vest upon the Company stock achieving a volume-weighted average price of $28.73 for a consecutive twenty-trading day period within four years from the date of grant and continued service through the fourth anniversary of the date of grant. For more information, see the Compensation Discussion and Analysis—Incentive (Performance) Based Compensation (Annual and Long-Term) section in this proxy statement.
Summary compensation table total for CEO and average summary compensation table total for non-CEO in 2022 included the grant date fair values of the Stockholder Value Creation Award PSUs. Such awards were cancelled at the effective time of the PacWest Merger, however the proxy rules do not permit us to reverse a previously reported grant date fair value from the 2022 row of the Summary Compensation Table, despite the fact that none of our executive officers will receive any value associated with the 2022 awards. See the Treatment of our Outstanding Equity Awards upon the PacWest Merger section in the 2024 proxy statement.