BANC OF CALIFORNIA, INC.
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
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Jun 30, 2026 · Filed Aug 7, 2026
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Item 5. OTHER INFORMATION
Trading Arrangements
During the quarter ended June 30, 2026, none of our directors or executive officers adopted orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408 of Regulation S-K) for the purchase or sale of the Company’s securities.
CFO Amended and Restated Employment Agreement
On August 5, 2026, the Company and the Bank (together the “Employer”) entered into an amended and restated employment agreement with Joseph Kauder, Executive Vice President and Chief Financial Officer of the Company and the Bank (the “Employment Agreement”), amending and restating Mr. Kauder’s existing employment agreement (the “Prior Employment Agreement”) as further described below.
The term of the Employment Agreement commences on August 1, 2026 and continues for three years unless terminated sooner or extended as provided in the Employment Agreement. The Employment Agreement provides an initial base salary equal to Mr. Kauder’s current base salary of $621,000 per year, an annual target bonus opportunity equal to Mr. Kauder’s current opportunity of 80% of annual base salary as well as Mr. Kauder’s current long-term equity incentive award target of 120% of annual base salary. At the sole discretion of the Employer, the Employer will also pay for or reimburse Mr. Kauder for reasonable costs incurred for temporary housing in Orange County, California, up to a maximum of $100,000 per year.
If the Employer terminates Mr. Kauder’s employment without cause (including non-renewal of the employment term) or Mr. Kauder resigns for good reason outside of the period described in the immediately following sentence, subject to execution and non-revocation of a release of claims, Mr. Kauder is entitled to receive: (i) severance pay equal to the sum of his base salary and target bonus; (ii) a pro-rated target bonus for the year of termination; (iii) the employer portion of the COBRA premiums for 18 months; (iv) full vesting of all non-performance-based equity awards; and (v) continued eligibility for vesting of performance-based equity awards on a pro-rated basis based on the days employed in the applicable performance period. If termination occurs within two years following a change of control, subject to Mr. Kauder’s execution of a release of claims, Mr. Kauder is eligible for the same severance benefits, except (i) the severance pay will instead equal two times his annual base salary and target bonus and (ii) all of his outstanding equity awards will vest in full (with performance based on the greater of target performance or actual performance (if measurable)). If Mr. Kauder’s employment terminates due to death or disability, subject to execution and non-revocation of a release of claims, Mr. Kauder (or his beneficiary or estate, as applicable) will be entitled to receive (i) a target bonus for the year of termination and (ii) full vesting of all outstanding equity awards (with performance based on the greater of target performance or actual performance (if measurable)).
Except as set forth above, the terms and conditions of the Employment Agreement are substantially the same as the terms and conditions of the Prior Employment Agreement.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
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