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
Contents
Pay Versus Performance
The following table and supporting narrative contain information regarding "compensation actually paid" to our NEOs for each of the indicated fiscal years ended on December 31, and the relationship to company performance.
Pay Versus Performance Table
| AverageSummaryCompensationTable Total · AverageCompensationActually Paid · Value ofInitial Fixed $100Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | SummaryCompensationTable Totalfor PEO ($) (1) | CompensationActually Paidto PEO ($) (1) | for Non-PEO NamedExecutiveOfficers ($) (2) | to Non-PEONamedExecutiveOfficers ($) (2) | TotalShareholderReturn ($) | Peer GroupTotalShareholderReturn ($) (3) | NetIncome($M) | Return onEquity (4) |
| 2024 | $10,275,160 | $15,081,111 | $3,639,459 | $5,020,910 | $163 | $131 | $788 | 12.2% |
| 2023 | $8,752,029 | $3,865,078 | $2,631,565 | $1,430,971 | $126 | $116 | $722 | 12.6% |
| 2022 | $8,195,178 | $2,246,805 | $2,463,991 | $909,058 | $110 | $116 | $1,057 | 20.7% |
| 2021 | $7,323,619 | $21,611,192 | $2,906,340 | $7,042,849 | $196 | $125 | $899 | 22.3% |
| 2020 | $6,270,271 | $8,327,177 | $2,695,393 | $3,406,782 | $108 | $91 | $507 | 16.1% |
(1)
Reflects compensation for our CEO, Kenneth Vecchione, who served as our Principal Executive Officer (PEO) in 2020, 2021, 2022, 2023 and 2024. Mr. Vecchione was on a medical leave of absence for the final 20 days of 2024 and Mr. Gibbons was appointed interim Chief Executive Officer on December 16, 2024. Mr. Gibbons received no additional compensation for this interim role during those few days at the end of 2024 and, therefore, the information in this table reflects only the compensation of Mr. Vecchione.
(2)
Reflects compensation for Dale Gibbons, Randall Theisen, Timothy Boothe, and Robert Sarver in 2020; Dale Gibbons, Randall Theisen, Timothy Boothe, and Robert Sarver in 2021; and Dale Gibbons, Timothy Boothe, Tim Bruckner, and Steve Curley in 2022, 2023 and 2024, as shown in the Summary Compensation Table for each respective year.
(3)
Peer Group used for TSR comparisons reflects the KBW Regional Banking Index.
(4)
Reflects the Company's comparative return on equity with CET1 ratio governor.
| 62 | 2025 PROXY STATEMENT |
EXECUTIVE COMPENSATION
To calculate “compensation actually paid” to our PEO and non-PEO NEOs the following adjustments were made to Summary Compensation Table total pay:
| Adjustments | PEO | Avg. Non-PEO NEOs |
|---|---|---|
| Summary Compensation Total | $10,275,160 | $3,639,459 |
| Deduction for amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for applicable FY | $(5,920,833) | $(1,960,519) |
| Increase in fair value of awards granted during applicable FY that remain unvested as of applicable FY end, determined as of applicable FY end | $8,929,965 | $2,954,154 |
| Change in fair value of awards granted during prior FY that were outstanding and unvested as of applicable FY end, determined based on change in fair value from prior FY end to applicable FY end | $2,013,649 | $496,769 |
| Change in fair value of awards granted during prior FY that vested during applicable FY, determined based on change in fair value from prior FY end to vesting date | $(216,830) | $(44,351) |
| Reduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT for applicable FY | $— | $(64,602) |
| Total adjustments | $4,805,951 | $1,381,451 |
| Compensation Actually Paid | $15,081,111 | $5,020,910 |
The equity awards included above comprise PSUs, RSAs, CSRUs and DSUs from 2021 through 2024.
The amounts are based on the fair value of the equity awards as of the applicable year end or vesting date as required by SEC rules. Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. RSAs, CSRUs and DSUs are valued based on the stock price on the relevant measurement date. PSUs are adjusted to reflect an accrued payout factor consistent with assumptions used for ASC 718 purposes, and the stock price on the relevant measurement date.
| 2025 PROXY STATEMENT | 63 |
EXECUTIVE COMPENSATION
Compensation Actually Paid Versus Company Performance
The following charts provide a visual description of the relationships between “compensation actually paid” to our PEO, and the average for our non-PEO NEOs, to aspects of the Company’s financial performance as included in the Pay Versus Performance Table on the prior pages.
PEO and average non-PEO NEO CAP vs Company TSR and KBW Index
PEO and averagenon-PEO NEO CAP vs GAAP Net Income
PEO and average non-PEONEO CAP vs Return on Equity
| 64 | 2025 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Tabular List of Company Performance Measures
The following table alphabetically lists the measures we believe are most important in linking compensation actually paid to company performance during 2024.
(1)Adjusted EPS
(2)Comparative ROE
(3)Net Charge-Off Ratio
(4)Non-Credit Enhanced Deposit Growth
(5)Organic Loan Growth
(6)Operating Noninterest Income
(7)Relative TSR
Further details on these measures and how they feature in our compensation plans can be found in our Compensation Discussion and Analysis, pages 38-53.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.