WESTERN ALLIANCE BANCORPORATION
For the period ended Jun 12, 2024. Filed Apr 24, 2024.
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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 12, 2024 · Filed Apr 24, 2024
Contents
Director Selection Process
One of the primary responsibilities of the Governance Committee is to assist the Board of Directors in identifying and reviewing the qualifications of directors and potential directors of the Company. The Board of Directors and the Governance Committee periodically review the appropriate size, composition, skills, and diversity of the Board of Directors to cultivate an effective, independent board. In considering candidates for the Board of Directors, the Governance Committee considers the entirety of each candidate’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 details on criteria considered, which includes the statement on the number of public company boards on which a Director may serve in addition to the Company’s Board of Directors.
| The Governance Committee is guided by the following basic selection criteria for all director nominees: | |
|---|---|
| • 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 diversity of background, perspective and experience, including with respect to age, gender, race, ethnicity, place of residence and specialized experience; 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. |
The Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Governance Committee has adopted the Skills Matrix outlining what it believes to be the key areas of expertise currently needed from Board members and identifying how each member contributes to the Board’s overall skillset. The Skills Matrix can be found on page 3. This practice allows the Governance Committee to assess opportunities to improve the Board’s diversity based on each member’s personal factors and professional characteristics. 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.
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CORPORATE GOVERNANCE
IDENTIFYING DIRECTOR NOMINEES
| 1 ASSESS COMPOSITION AND DETERMINE PRIORITIES | ||
|---|---|---|
| Together with the Board, the Governance Committee remains committed to director refreshment, enhancing the skillset of the Board, and considering directors who bring important traits and perspectives to the board room. The Governance Committee continuously seeks out candidates who will contribute to the Board’s skillset and diversity. Due to the Company’s growth objectives, the Committee prioritized expertise in risk management and banking/financial services industry experience as skills that would contribute to the Board’s overall composition and strategic leadership. | ||
| 2 IDENTIFYING A POTENTIAL CANDIDATE | ||
| The Governance Committee considered several qualified candidates with diverse backgrounds and skills over the past year. The Governance Committee sought out the diverse pool of candidates using multiple sources, including engaging a third-party search firm to identify potential directors and receiving input from existing directors and stakeholders. The Governance Committee evaluated candidates based on its set priorities, and the candidates’ qualifications, independence, diversity, biographical information, and references. A dynamic slate of candidates were invited to interview with the Governance Committee and select members of management. The Governance Committee selected three candidates that it believed represented multi-faceted experience in the areas of risk management and controls, technology, payments experience, and board level strategy. The Board accepted these recommendations and appointed Greta Guggenheim, Chris Halmy and Mary Chris Jammet as directors to serve until the Annual Meeting and including them in the slate of director nominees to serve the full term upon their election at the Annual Meeting. | ||
| 3 INTRODUCING OUR NEW DIRECTORS SINCE THE 2023 ANNUAL MEETING OF THE STOCKHOLDERS | ||
| Greta Guggenheim Former CEO TPG Real Estate Finance Trust | Christopher Halmy Former CFO Ally Financial, Inc. | Mary Chris Jammet Former Senior Vice President Legg Mason Capital Mgmt. (now Franklin Templeton) |
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CORPORATE GOVERNANCE
Stockholder Recommendations for Nominees
Although the Governance Committee has no formal policy with respect to the consideration of director candidates recommended by stockholders, it will consider nominees for directors recommended by stockholders in the same manner it considers nominees for directors recommended by other sources. A stockholder wishing to recommend a director candidate for consideration by the Governance Committee should send such recommendation to the Company’s Corporate Secretary at the address shown on the back cover of this proxy statement, who will then forward it to the Governance Committee. Any such recommendation should include the following minimum information for each director nominee: full name, address and telephone number, age, a description of the candidate’s qualifications for service on the Board of Directors (such as principal occupation and directorships on publicly-held companies during the past five years), the candidate’s written consent to be considered for nomination and to serve if nominated and elected, and the number of shares of Company common stock owned, if any.
A stockholder who wishes to nominate an individual as a director candidate at the Annual Meeting, rather than recommend the individual to the Governance Committee as a nominee, must comply with certain advance notice requirements. See “Stockholder Proposals for the 2025 Annual Meeting” on page 82 for more information on these procedures.
All the nominees standing for election to the Company’s Board of Directors at this year’s Annual Meeting are current directors. The Governance Committee and the Board of Directors believe that all of the nominees satisfy the above-described director standards. Accordingly, all of such nominees were approved to stand forre-election by the Board of Directors, based in part on the recommendation of the Governance Committee. With respect to this year’s Annual Meeting, no nominations for directors were received from stockholders.
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