WESTERN ALLIANCE BANCORPORATION
For the period ended Jun 11, 2025. Filed Apr 23, 2025.
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Jun 11, 2025 · Filed Apr 23, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Western Alliance Bancorporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
PROXY STATEMENT AND NOTICE OF
2025 ANNUAL MEETING OF STOCKHOLDERS
Notice of Annual Meeting of Stockholders
2025 Annual Meeting of Stockholders
| DATE AND TIMEWednesday, June 11, 20258:00 a.m., local time | LOCATIONOne East Washington St., Ste. 1400Phoenix, Arizona 85004 | RECORD DATE April 14, 2025 |
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Voting Matters and Board Recommendations
| Proposal No. | BoardRecommendation | |
| 1 | Election of Directors. To elect thirteen directors to the Board of Directors for a one-year term(“Proposal No. 1” or “Election of Directors”) | FOR |
| 2 | Advisory (Non-Binding) Vote on Executive Compensation.To approve, on a non-binding advisory basis, executive compensation(“Proposal No. 2” or “Say-on-Pay”) | FOR |
| 3 | Ratification of Auditor. To ratify the appointment of RSM US LLP as the Company’s independent auditor for 2025(“Proposal No. 3” or “Ratification of Auditor”) | FOR |
How to Vote
| Internetby going to www.proxydocs.com/WAL and following the online instructions. You will need information from your Notice of Internet Availability or proxy card, as applicable, to submit your proxy. | Telephoneby calling 1-866-249-5139 and following the voice prompts. You will need information from your Notice of Internet Availability or proxy card, as applicable, to submit your proxy. | Mail(if you request to receive your proxy materials by mail): by marking your vote on your proxy card, signing your name exactly as it appears on your proxy card, dating your proxy card, and returning it in the envelope provided. |
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By order of the Board of Directors,
Jessica Jarvi
Secretary
Phoenix, Arizona
April 23, 2025
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 11, 2025: This proxy statement, along with our annual report on Form 10-K for the fiscal year ended December 31, 2024, are available free of charge online at www.proxydocs.com/WAL. We first mailed the Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials over the internet to our stockholders on or about April 23, 2025.
| 2025 PROXY STATEMENT | i |
About Western Alliance Bancorporation
With more than $80 billion in assets at fiscal year-end 2024, Western Alliance Bancorporation (NYSE: WAL) (the “Company, "we" "us" or "our") is one of the country’s top-performing banking companies. Our primary subsidiary, Western Alliance Bank, Member FDIC, offers a full spectrum of tailored commercial banking solutions and consumer products, all delivered with outstanding service by banking and mortgage experts who put customers first. Our 2024 major accolades include being ranked as a top U.S. bank in 2024 by American Banker and Bank Director and receiving #1 rankings on Extel’s (formerly Institutional Investor’s) All-America Executive Team Midcap (Banks) 2024 for Best CEO, Best CFO and Best Company Board of Directors. Serving clients across the country wherever business happens, we operate individual, full-service banking and financial brands with offices in key markets nationwide.
2024 Accolades
Key
| 2024 Performance | |||||||
|---|---|---|---|---|---|---|---|
| Top-tier performance | Total Assets$80.9B | Deposit Growth$11B | CET1 Ratio11.3% | ||||
| Net Income of$787.7M | ROAA0.99% | ROATCE*14.0% | Net Interest Margin3.58% | ||||
| Pre-Provision Net Revenue*$1.1B | Net Revenue$3.2B | TBV per Share (net of tax)*$52.27(11.9% YoY growth) | Earnings Per Share$7.09 | ||||
| * Non-GAAP financial measure: See “Non-GAAP Financial Measures” in Appendix A of this proxy statement for further information regarding these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measure. | |||||||
| ii | 2025 PROXY STATEMENT |
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ABOUT US
| Balance Sheet and Capital* | Asset Quality* | Liquidity Access* |
| · Tangible Common Equity/ Total Assets of 7.2%· Common Equity Tier 1 ratio of 11.3%· Tangible Book Value Per Share: $52.27 (11.9% YoY growth); grown by 412% over the past 10 years | · Strong risk management culture and framework established throughout organization· 2024 Net Charge Offs of 18bps, compared to 32bps for peers***· Nonperforming assets of 65bps, compared to 46bps for peers*** | · Loan growth funded through long-term core deposits· $23.3B in unused borrowing capacity· $12.6B unencumbered liquid securities· $14.7B in High Quality Liquid Assets (HQLA), including cash |
| * As of December 31, 2024. | ||
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| ** Non-GAAP financial measure: See “Non-GAAP Financial Measures” in Appendix A of this proxy statement for further information regarding these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measure. | ||
| *** Peers consist of 22 publicly traded banks headquartered in the U.S. with total assets between $50B and $250B as of December 31, 2024; source: S&P Global Market Intelligence. | ||
Strategic
| Objectives | |
|---|---|
| · | Maintain prudent capital management practices focused on financial stability and generating sustainable stockholder returns. |
| · | Promote disciplined loan growth focused on a specialized, high-quality loan portfolio, funded through long-term core deposits. |
| · | Preserve limited risk profile of loan composition using a demonstrated conservative credit culture to foster healthy earnings growth, tangible book value per share accumulation, and resilient asset quality. |
| · | Implement targeted initiatives to prepare to become a Large Financial Institution (LFI) with appropriate Board oversight, a seasoned leadership team, and foundational risk management practices supported by our capital base and access to liquidity. |
Western Alliance: Diversified Model. Diversified Earnings.
For more than a decade, we have deliberately transformed our business to become a national commercial bank focused on deep segment expertise, underwriting specialization and business diversification, including a broad range of differentiated deposit-generating businesses. This agile business model — and the robust relationships we have built with our varied stakeholders — has served us well in building a strong liquidity foundation, which we believe positions us as a strong company today that is prepared for the long term.
| 2025 PROXY STATEMENT | iii |
ABOUT US
Stockholder Engagement
We maintain an ongoing, proactive outreach effort with our stockholders in a variety of ways. Throughout the year, our Investor Relations team and executive leaders regularly meet with current stockholders, prospective investors, and investment research analysts. These meetings often include our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), or line of business leaders to engage stockholders and solicit feedback on various topics relevant to the Company’s performance and strategy. Our executive management team provided additional context to our stockholders on our diversified business model and funding strategy, balance sheet optimization efforts and asset quality throughout 2024, given a more uncertain bank liquidity and operating environment and heightened awareness of potential credit concerns in the U.S. banking industry. Additionally, we continued to provide insightful disclosures to address stockholder inquiries related to drivers of ongoing earnings growth, sources of deposit growth and loan originations, and our demonstrated, conservative credit culture. Management attended numerous investment analyst sponsored industry conferences and conducted several non-deal roadshows to meet with existing and prospective investors. The feedback received from our stockholders is communicated to business leaders and the Board of Directors (the “Board” or “Board of Directors”), and helps inform our business decisions and strategy, when appropriate.
ENGAGEMENT
| Strategies | ||
| Who we engage:§ Institutional stockholders§ Retail stockholders§ Equity research analysts§ Proxy advisory firms§ Industry thought leaders§ Investment bankers§ Ratings agencies | How we communicate:§ Proxy Statement§ Annual Report§ SEC Filings§ Press Releases§ Investor relations website§ Investor meetings | 2024 Engagements § Met with stockholders and interested investors located across the country and internationally§ Attended 12 investor conferences§ Executive Management participated in 5 non-deal roadshows§ Ongoing communication with equity research analysts to expand coverage of Western Alliance§ Chief Executive Officer conducted the 2024 Annual Meeting of the Stockholders |
| Topics we discussed: § Financial Performance§ Asset quality and risk oversight§ Credit quality trends§ Balance sheet sensitivity to interest rates§ Compensation & incentives§ Deposit stability§ Board composition§ Ad hoc topics | ||
| How we engage: § Stockholder engagement program§ Quarterly earnings calls§ Investor conferences§ Annual Stockholder Meeting | ||
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| iv | 2025 PROXY STATEMENT |
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ABOUT US
Engaged Leaders. Engaged People.
The Company is committed to a multi-faceted approach to achieving business success and creating long-term stakeholder value. In 2024, the Company continued to advance our corporate responsibility strategy in accordance with our values and our business growth trajectory. Our approach emphasizes sound governance practices, including vigorous risk management, and a commitment to our community and our people, who are vital to our success. As individuals and as a Company, we also contribute to our communities through gifts of time, talent and resources. The Company believes that aligning this work with our other core efforts creates long-term stable value for our stakeholders.
Our Community
The Company seeks to use our capabilities, reach and resources to make a lasting difference. We are committed to investing in the economic health and well-being of our communities, and we believe that supporting healthy, vibrant communities is a shared responsibility. In 2024, the Company continued to invest in the regions where we do business, seeking out opportunities to help low- to moderate- income communities prosper.
| Affordable Housing | Small Business Support and Job Creation | Community Service | ||
| · Financed community development loans totaling over $114 million that provided 433 affordable units for low to moderate income households.· Invested over $495 million in affordable housing investments financing 4,547 affordable housing units.· Assisted 141 families with over $4 million in down payment assistance grants for home ownership by participating in the Federal Home Loan Bank (FHLB) Affordable Housing Programs (AHPs), and provided over 3,000 community service hours assisting first time homeowners eligible to receive down payment assistance through the FHLB AHPs. | · The Bank made 2,508 small business loans totaling over $310 million.· Financed SBA loans totaling more than $43 million that retained 135 jobs.· Invested in a SBIC fund totaling over $11.5 million. | · Employees participated on the boards of directors of 63 different organizations .· Provided $386,500 in grants to organizations that provide food, shelter, healthcare and programs for low-to-moderate income individuals.· Financed community development loans totaling over $19 million to community-based organizations that provide community services for low to moderate income individuals. |
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The Company's commitment to our communities was displayed in January 2025 when, in response to the devastating Southern California wildfires, the Company announced a donation of $100,000 to the American Red Cross to help support impacted people and communities. The donation was comprised of funds from the Western Alliance Community Foundation, as well as employee contributions, which donations were matched by the Bank. The Company also announced that it would dedicate $1 billion in loan capacity to support small businesses and homeowners with owner-occupied construction loans to help rebuild impacted areas.
| 2025 PROXY STATEMENT | v |
ABOUT US
Our Culture
People are the foundation of the Company and we invest in their success. Our people are committed to our clients’ success and, by putting clients first, we create strong stockholder Performance. This leads to tremendous Possibilities to fuel client growth and support our communities, which in turn provides expanding opportunities to attract and retain our People.
Our Values Drive Us
Integrity
We expect everyone to apply high ethical standards and sound judgment in all we do.
Creativity
We are all part of a working environment that welcomes new ideas and prizes creative, strategic thinking to benefit customers and our commitment to relationship banking.
Teamwork
We work together across departments, specialty areas and geographies in a productive, collaborative way that forwards the interests our clients and the Bank.
Passion
Our passion motivates us to overcome obstacles, think big and do more.
Excellence
We strive to deliver strong performance and excellence in everything we undertake.
| vi | 2025 PROXY STATEMENT |
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ABOUT US
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.