WESTERN ALLIANCE BANCORPORATION
For the period ended Jun 12, 2024. Filed Apr 24, 2024.
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Jun 12, 2024 · Filed Apr 24, 2024
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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 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
2024 Annual Meeting of Stockholders
| DATE AND TIME | LOCATION | RECORD DATE |
|---|---|---|
| Wednesday, June 12, 2024 8:00 a.m., local time | 4360 E. Camelback Road Phoenix, Arizona 85018 | April 15, 2024 |
| Voting Matters and Board Recommendations | How to Vote | ||
| Proposal No. | BoardRecommendation | Internet by going to www.proxydocs.com/WAL andfollowing the online instructions. You willneed information from your Notice ofInternet Availability or proxy card, asapplicable, to submit your proxy. Telephone by calling 1-866-249-5139 andfollowing the voice prompts. You will needinformation from your Notice of InternetAvailability or proxy card, as applicable, tosubmit your proxy. Mail (if you request to receive yourproxy materials by mail):by marking your vote on your proxy card,signing your name exactly as it appears onyour proxy card, dating your proxy card, andreturning it in the envelope provided. | |
| 1. | Election of Directors. To elect fourteen 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. | Advisory (Non-Binding) Vote on Frequency of Future Advisory Votes on Executive Compensation. To approve, on a non-binding advisory basis, the frequency of the non-binding vote on executive compensation (“Proposal No. 3” or “Say-on-Frequency”) | ONE YEAR | |
| 4. | Ratification of Auditor. To ratify the appointment of RSM US LLP as the Company’s independent auditor for 2024 (“Proposal No. 4” or “Ratification of Auditor”) | FOR | |
| 5 | Stockholder-submitted proposal. (“Proposal No. 5” or “Stockholder-submitted proposal”) | AGAINST | |
| By order of the Board of Directors, Jessica Jarvi Secretary Phoenix, Arizona April 24, 2024 | |||
|---|---|---|---|
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 12, 2024: This proxy statement, along with our annual report on Form 10-K for the fiscal year ended December 31, 2023, 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 24, 2024.
WESTERN ALLIANCE
ABOUT US
ABOUT WESTERN ALLIANCE
With more than $70 billion in assets at fiscal year-end 2023, Western Alliance Bancorporation (NYSE: WAL) (the “Company”) is one of the country’stop-performing banking companies. Through its primary subsidiary, Western Alliance Bank, Member FDIC (the “Bank”), clients benefit from a full spectrum of tailored commercial banking solutions and consumer products, all delivered with outstanding service by industry experts who put customers first. Major accolades include being ranked as a top U.S. bank in 2023 by American Banker and Bank Director and receiving #1 rankings on Institutional Investor’s All-America Executive Team Midcap 2023-2024 for Best CEO, Best CFO, Best Company Board of Directors and Best Investor Relations Team. Serving clients across the country wherever business happens, the Bank operates individual, full-service banking and financial brands with offices in key markets nationwide.
2023 Accolades
| * | Institutional Investor All American Executive Team |
|---|
KEY
2023 Performance
| Strong performancethrough U.S. bankingsector turmoil Net Income of $722.4M Pre-Provision Net Revenue* $996.2M · Total Assets · Deposit Growth · CET1 Ratio | ||
|---|---|---|
| $70.9B | $1.7B | 10.8% |
| ROAA | ROATCE* | Efficiency Ratio* |
| 1.03% | 14.9% | 61.1% |
| Record Net Revenues | TBV per Share (net of tax)* | Earnings Per Share |
| $2.6B | $46.72 (16.1% YoY growth) | $6.54 |
| * | 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. |
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WESTERN ALLIANCE BANCORPORATION 2024 PROXY STATEMENT i
WESTERN ALLIANCE
ABOUT US
| Balance Sheet and Capital* | Asset Quality* | Liquidity Access* |
|---|---|---|
| • Tangible Common Equity/ Total Assets of 7.3%** • Common Equity Tier 1 ratio of 10.8% • Tangible Book Value Per Share: $46.72 (16.1% YoY growth); grown by 493% over the past 10 years** | • Strong risk management culture and framework established throughout organization • 2023 Net Charge Offs of 6bps, compared to 25bps for peers*** • Nonperforming assets of 40bps compared to 38bps for peers*** | • Loan growth funded through long-term core deposits • $23.8B in unused borrowing capacity • $3.3B unpledged marketable securities • $7.4B in High Quality Liquid Assets (HQLA) |
| * | As of December 31, 2023. |
|---|
| ** | 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. |
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| *** | Peers consist of 19 publicly traded banks headquartered in the U.S. with total assets between $50B and $150B as of December 31, 2023; source: S&P Global Market Intelligence. |
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STRATEGIC
Objectives
Support clients and communities through the evolving operating environment. • Grow and support our people to contribute to client satisfaction and promote stockholder returns. • Promote disciplined and thoughtful loan growth funded primarily through long-term core deposits. • Preserve limited risk profile of loan composition. • Maintain industry-leading profitability that generates robust tangible book value per share accumulation. • Carefully manage our balance sheet with regard to asset sensitivity. • Support foundational risk management practices with our capital base, focused asset quality, and access to liquidity.
Western Alliance: Diversified Model. Diversified
Earnings.
While 2023 was an eventful year for the U.S. banking industry and for the Company, it also highlighted the core strengths and distinct differentiators that enabled us to successfully navigate the turmoil. Over 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 – served us well as we achieved solid performance in the face of unprecedented challenges, and we believe we have emerged as an even stronger company today and for the long term.
ii WESTERN ALLIANCE BANCORPORATION 2024 PROXY STATEMENT
WESTERN ALLIANCE
STOCKHOLDER ENGAGEMENT
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 on our diversified business model and funding strategy, balance sheet optimization efforts and asset quality throughout 2023, 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.
During 2023, as part of an active stockholder engagement strategy, management provided frequent public updates on the Bank’s financial condition, while also dedicating time and resources to address inbound investor inquiries related to the impact of several regional bank failures and whether there were implications for our liquidity position and balance sheet. Additionally, management attended numerous investment analyst sponsored industry conferences and conducted severalnon-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 | How we communicate: ∎ Proxy Statement ∎ Annual Report ∎ SEC Filings ∎ Press Releases ∎ Investor relations website ∎ Investor meetings ∎ 2023 Corporate Responsibility Report | 2023 Engagements ∎ Met with stockholders and interested investors located across the country and internationally ∎ Attended 11 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 2023 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 | |||
WESTERN ALLIANCE BANCORPORATION 2024 PROXY STATEMENT iii
WESTERN ALLIANCE
The Company is committed to a multi-faceted approach to achieving business success and creating long-term stakeholder value. In 2023, the Company continued its commitment to disclosures related to our ESG oversight and programming, with the publication of our 2023 Corporate Responsibility Report, which is available in the Investor Relations, Corporate Responsibility section of our website.
The Nominating, Corporate Governance, and Social Responsibility Committee (the “Governance Committee”) oversees the Company’s environmental and social responsibility(non-employee related) programming, initiatives, matters and reports. The Governance Committee receives periodic reports from management, including, as applicable, from the Company’s ESG Executive Committee. The Company’s ESG Executive Committee is comprised of senior executives with enterprise-wide oversight responsibilities. The ESG Executive Committee is supported by a working group of cross-functional senior leaders throughout the Company, who collaborate, monitor and report on topical matters.
2023 Year in Review
In 2023, Western Alliance Bank’s ESG Executive Committee 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 people, who are vital to our success.
We support the diverse talents, abilities and experiences our people bring to the Company and our customers through professional development and mentoring opportunities and our Business Resource Groups. 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. More information is available in our 2023 Corporate Responsibility Report, available on our website.
iv WESTERN ALLIANCE BANCORPORATION 2024 PROXY STATEMENT
WESTERN ALLIANCE
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.
Teamwork
We work together across departments, specialty areas and geographies in a productive, collaborative way that forwards the interests of clients and the Bank.
Excellence
We strive to deliver strong performance and excellence in everything we undertake.
Creativity
We are all part of an environment that welcomes new ideas and prizes creative, strategic thinking to benefit customers and our commitment to relationship banking.
Passion
Our passion motivates us to overcome obstacles, think big and do more.
WESTERN ALLIANCE BANCORPORATION 2024 PROXY STATEMENT v
WESTERN ALLIANCE
OUR PEOPLE
| * | Diverse leaders are employees that occupy roles involving the supervision and management of other employees |
|---|
| Compensation Equity: Compa-Ratio Average | FEMALE | MALE | DIVERSE |
|---|---|---|---|
| Banking & Administrative Associates | 101% | 98% | 100% |
| Senior Banking & Administrative Associates | 98% | 97% | 98% |
| Professional Banking & Administrative Contributors | 96% | 98% | 97% |
| Supervisors & Team Leads | 96% | 97% | 95% |
| Senior Professional Banking & Administrative Contributors | 97% | 98% | 98% |
| Senior Manager & Manager | 96% | 97% | 96% |
| Director & Senior Director | 102% | 101% | 99% |
| Executive Management | 102% | 101% | 100% |
| GRAND TOTAL | 97% | 98% | 97% |
Compa-Ratio is the ratio of an employee’s base salary relative to the midpoint of their job profile. We analyze pay equity by considering compa-ratio and understanding why the compa-ratio for individual employees would differ, such as years of experience or performance. The above table shows the average compa-ratio by management level for female employees, male employees and ethnically diverse employees.
vi WESTERN ALLIANCE BANCORPORATION 2024 PROXY STATEMENT
WESTERN ALLIANCE
OUR PEOPLE PARTICIPATE IN OUR SUCCESS
| Percentage of Our People Eligible This is the same Annual Bonus Plan in which our executives participate. Stock grants ensure our people’s interests and our shareholders’ interests are aligned. Our people are automatically enrolled in our 401(k) Plan, and we have a 98% participation rate. | Competitive Benefits 16 weeks* Paid Leave for Expecting Mothers 12 Paid Holidays Our people also enjoy: Generous Vacation Policy • 8 Sick Days New Parent Flex Time • Paid New Parent Leave 100% 401k Match of the First 5% | |
| Professional Development 14%** Turnover Rate 16,093 Employee Career Development Courses Completed We seek to source openings at all levels from the promotion of internal candidates through succession planning. Developing our people is a priority. |
| * | Comprised of 14 weeks Pregnancy Disability Leave + 2 weeks New Parent Leave (available to all new parents). |
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| ** | Excludes discrete reductions in workforce during the period. If reduction in workforce is included, turnover rate in 2023 was 18%. |
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WESTERN ALLIANCE BANCORPORATION 2024 PROXY STATEMENT vii
WESTERN ALLIANCE
OUR BOARD
| Board Refreshment and Diversity* | Board Best Practices | Board and Committee Meetings in 2023 |
| 29 Full Board 6 Independent Director-Only Sessions 11 Audit Committee 10 Compensation Committee 7 Governance Committee 15 Finance & Investment Committee 14 Risk Committee | ||
| Four Fully Independent Committees: Audit Compensation Governance Risk Management | ||
| * Of the Company’s Director Nominees | Independent Leadership: Bruce D. Beach, Board Chair | |
| Evaluating and Improving Board Performance | Aligning Director and Stockholder Interest |
| Board Orientation Yes | Director Stock Ownership Guidelines Yes |
viii WESTERN ALLIANCE BANCORPORATION 2024 PROXY STATEMENT
WESTERN ALLIANCE
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 wellbeing of our communities, and we believe that supporting healthy, vibrant communities is a shared responsibility. In 2023, 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 | Financial Education Support | |
| • Financed community development loans totaling over $112 million that provided 475 affordable units for low to moderate income households. • Invested nearly $782 million in affordable housing investments resulting in 4,392 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 3,700 community service hours assisting first time homeowners eligible to receive down payment assistance through the FHLB AHPs. | • Invested nearly half a million dollars in Municipal Bonds that primarily support Title 1 schools. • Financed $3.4 million in community development loans supporting Title 1 schools that primarily serve low to moderate income students. • Provided nearly $220,000 to an organization that provided financial literacy training to 94 Title 1 schools. • Contributed over $350,000 to organizations that provide financial literacy training and workforce development. • Provided Individual Development Accounts to 241 low to moderate income students that are saving for college. | |
|---|---|---|
| Small Business Supportand Job Creation | Community Service | |
| • The Bank made 2,116 small business loans totaling over $255 million. • Financed SBA loans totaling more than $48 million that retained 103 jobs. • Invested in a SBIC fund totaling over $12.5 million. | • Employees participated on the boards of directors of 90 different organizations that provide community development services for low to moderate income individuals. • Provided $334,550 in grants to organizations that provide food, shelter, healthcare and programs for low-to-moderate income individuals. • Financed community development loans totaling nearly $8.5 million to community-based organizations that provide community services for low to moderate income individuals. |
WESTERN ALLIANCE BANCORPORATION 2024 PROXY STATEMENT ix
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.