WESTERN ALLIANCE BANCORPORATION
For the period ended Jun 11, 2025. Filed Apr 23, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2025 · Filed Apr 23, 2025
Contents
Director Selection Process
General Criteria
Candidates for director are nominated to the Board by the Nominating, Corporate Governance, and Social Responsibility Committee ("Governance Committee"). The Governance Committee assists the Board in identifying and reviewing the qualifications of current directors and potential directors of the Company. When considering the qualifications for current directors and potential director candidate for the Board of Directors, the Governance Committee reviews the entirety of each person's credentials and does not have any specific minimum qualifications that must be met by a Governance Committee-recommended nominee. The Company's Corporate Governance Guidelines provides further detail on the general criteria considered by the Governance Committee; however, the below chart outlines the criteria the Governance Committee evaluates for each current director and potential nominee:
| General Criteria | |||
|---|---|---|---|
| · | Whether the nominee has the financial acumen or other professional, educational or business experience relevant to an understanding of the Company’s business, such as experience in a regulated industry or a publicly held company; | · | Whether the nominee would be considered a “financial expert” or “financially literate” as defined in the listing standards of the NYSE or applicable law; |
| · | Whether the nominee meets the independence requirements of the SEC and listing standards of the NYSE; | · | The nominee’s character and integrity, experience and understanding of strategy and policy-setting, reputation for working constructively with others and sufficient time to devote to matters of the Board of Directors; |
| · | Whether the nominee possesses a willingness to challenge and stimulate management and the ability to work as part of a team in a highly regulated environment; | · | Whether the nominee assists in achieving a mix of Board members that represents a variety of perspectives and experiences; and |
| · | Whether the nominee, by virtue of particular technical expertise, experience or specialized skill relevant to the Company’s current or future business, will add specific value as a director; | · | The nominee’s educational, business, non-profit or professional acumen and experience. |
| 2025 PROXY STATEMENT | 1 |
CORPORATE GOVERNANCE
The Governance Committee has also adopted a Director Skills & Traits Matrix (the “Skills & Traits Matrix”), outlining what it believes to be the current key areas of expertise for Board members and identifying how each member contributes to the Board’s overall skill set. The Skills Matrix can be found on page 3.
In addition to the criteria set forth above and the Skills & Traits Matrix, the Governance Committee also considers a candidate’s independence (as defined under applicable NYSE and SEC regulations), presence of any conflicts of interest, and time commitment. Using this methodology, the Governance Committee is dedicated to enhancing the skills and talent of its Board by identifying specific areas for improvement, thereby prioritizing the pool of persons considered for new Board positions.
Combining Refreshment and Retention
When identifying potential candidates to the Board, the Governance Committee considers the evolving needs of the Company and the importance of maintaining the invaluable institutional knowledge brought by more tenured directors. This allows for a director nomination process that accurately reflects our continued growth as a Company. To that end, the Governance Committee regularly reviews the makeup of the Board, considering, among other attributes, each director's tenure, age and other characteristics. Recently, the Board has actively recruited for wide-ranging skills and qualities to meet the needs of our Company as it grows.
Below are the average tenure and average age of the Company's 2025 director nominees:
Director Time Commitment
The Board understands the importance of dedicating an adequate amount of time to serving on the Board and its committees, and the Governance Committee assesses whether candidates and serving directors are able to devote the amount of time necessary to discharge their duties as directors. The Company has adopted Corporate Governance Guidelines that limit a director's service on outside public company boards to no more than three, except where a director is an executive officer of another public company, in which case, the limit is no more than two outside public company boards.
Board Evaluation and Determining the Right Skills for our Board
In order to better identify the appropriate skill set for the Board and each of its committees, the Board and each committee regularly evaluates their composition and effectiveness. These evaluations include annual committee and Board assessments as well as evaluating each committee charter and may include an individual assessments. Data from the annual assessments is gathered and discussed at the committee and Board level to better understand the needs of each committee. The Company's independent Chair of the Board and the Chair of the Governance Committee are both involved in these discussions.
Periodically, the Board hires an independent third party to perform Board and individual director assessments and most recently worked with an independent third party in 2024 as part of the director self-assessment process. The objectives of these evaluations include performance improvement; measuring alignment on purpose, strategy and risk; insights on succession planning, education, development and growth; and fostering the culture of collaboration and engagement. Following any independent assessment, the Board evaluates and discusses the feedback, while taking into account industry trends, peer practices and regulatory developments related to board of director and committee skills and evaluations.
| 2 | 2025 PROXY STATEMENT |
CORPORATE GOVERNANCE
Skills & Traits Matrix
The Governance Committee has identified nine specific criterion that it believes are most important to the Board’s effective fulfillment of its roles. Those specific skills and qualifications are highlighted in the below Skills & Traits Matrix for the current nominees to the Board. A description of each skill and qualification immediately follows the Skills & Traits Matrix. The Governance Committee and the Board believes that each director nominee offers unique viewpoints and experiences to meet the evolving needs of the Company which are not all reflected in the Skills & Traits Matrix. The absence of a designation does not mean a director does not possess that skill or qualification.
All 13 director nominees previously served on the Board during the 2024-2025 director term.
| Beach | Figuereo | Gould | Guggenheim | Halmy | Jammet | Johnson | Kuras | Latta | Meola | Segedi | Snyder | Vecchione | |
| CORPORATESTRATEGY | • | • | • | • | • | • | • | • | • | • | • | • | • |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| LEADERSHIPEXPERIENCE | • | • | • | • | • | • | • | • | • | • | • | ||
| RISKMANAGEMENT &CONTROLS | • | • | • | • | • | • | • | • | • | • | |||
| BANKING/FINANCIALSERVICESINDUSTRY | • | • | • | • | • | • | • | • | |||||
| TECHNOLOGY/INFOSEC | • | • | • | • | • | • | • | • | |||||
| PUBLICCOMPANYGOVERNANCE | • | • | • | • | • | • | • | • | • | • | • | • | • |
| CEO EXPERIENCE | • | • | • | • | • | ||||||||
| COMPENSATION& MANAGEMENTDEVELOPMENT | • | • | • | • | • | • | • | • | |||||
| FINANCE &ACCOUNTING | • | • | • | • | • | • | • | • | |||||
| CORPORATE STRATEGYExperience in establishing short- and long-term corporate strategy, including experience in identifying and executing on merger and acquisition opportunities, and managing capital and liquidity through private equity raises or capital market transactions.LEADERSHIP EXPERIENCECurrent or former member of executive leadership managing business operations and strategic planning, including experience interacting with challenging issues presented from the complexity of the business and its regulatory landscape.RISK MANAGEMENT & CONTROLSExperience or expertise in assessing and managing business and financial risk factors, including enterprise-wide risk management and the implementation of controls to mitigate risk within the business.BANKING/FINANCIAL SERVICES INDUSTRYExperience in or with the financial services industry, particularly in the areas of commercial banking or residential mortgage lending, and proven knowledge of key customers and/or associated risks. | TECHNOLOGY/INFOSEC Experience with or oversight of innovative technology, cybersecurity, information systems/data management, fintech or privacy.PUBLIC COMPANY GOVERNANCEExperience serving on a board of directors of a public company or professional experience in the corporate governance field, with gained knowledge of corporate governance matters, policies, and best practices regarding public companies.CEO EXPERIENCECurrent or former CEO of publicly held or large private corporation.COMPENSATION & MANAGEMENT DEVELOPMENT Experience in senior executive development, succession planning and compensation matters.FINANCE & ACCOUNTINGKnowledge of or experience in accounting, financial reporting or auditing processes and standards. |
|---|
| 2025 PROXY STATEMENT | 3 |
CORPORATE GOVERNANCE
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.