Western Alliance Bancorporation Sets 2024 Annual Meeting

Ticker: WAL-PA · Form: DEF 14A · Filed: Apr 24, 2024 · CIK: 1212545

Western Alliance Bancorporation DEF 14A Filing Summary
FieldDetail
CompanyWestern Alliance Bancorporation (WAL-PA)
Form TypeDEF 14A
Filed DateApr 24, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$70 billion, $722.4M, $996.2M, $70.9B, $1.7B
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, annual-meeting, corporate-governance

Related Tickers: WAL

TL;DR

WAL's annual meeting is June 12th. Vote for 14 directors.

AI Summary

Western Alliance Bancorporation (WAL) is holding its 2024 Annual Meeting of Stockholders on Wednesday, June 12, 2024, at 8:00 a.m. local time in Phoenix, Arizona. The record date for stockholders entitled to vote is April 15, 2024. The primary voting matter is the election of fourteen directors to the Board of Directors for a one-year term.

Why It Matters

This filing outlines the agenda for Western Alliance Bancorporation's annual shareholder meeting, where key decisions regarding board composition will be made.

Risk Assessment

Risk Level: low — This is a standard annual proxy statement detailing meeting logistics and director elections, with no immediate financial risks indicated.

Key Numbers

  • 14 — Directors (Number of directors to be elected at the annual meeting.)

Key Players & Entities

  • Western Alliance Bancorporation (company) — Registrant
  • June 12, 2024 (date) — Annual Meeting Date
  • April 15, 2024 (date) — Record Date
  • fourteen (dollar_amount) — Number of Directors to be Elected

FAQ

When is the 2024 Annual Meeting of Stockholders for Western Alliance Bancorporation?

The 2024 Annual Meeting of Stockholders is scheduled for Wednesday, June 12, 2024.

What is the record date for determining stockholders entitled to vote at the meeting?

The record date is April 15, 2024.

Where will the annual meeting be held?

The meeting will be held at 4360 E. Camelback Road, Phoenix, Arizona 85018.

What is the primary voting matter presented to stockholders?

The primary voting matter is the election of fourteen directors to the Board of Directors.

What are the methods provided for stockholders to vote?

Stockholders can vote via the Internet, by telephone, or by mail if they request proxy materials.

Filing Stats: 4,147 words · 17 min read · ~14 pages · Grade level 16 · Accepted 2024-04-24 16:09:22

Key Financial Figures

  • $70 billion — ABOUT WESTERN ALLIANCE With more than $70 billion in assets at fiscal year-end 2023, West
  • $722.4M — banking sector turmoil Net Income of $722.4M Pre-Provision Net Revenue* $996.2M
  • $996.2M — $722.4M Pre-Provision Net Revenue* $996.2M Total Assets Deposit Growth CET1 Rat
  • $70.9B — tal Assets Deposit Growth CET1 Ratio $70.9B $1.7B 10.8% ROAA ROATCE* Efficienc
  • $1.7B — ts Deposit Growth CET1 Ratio $70.9B $1.7B 10.8% ROAA ROATCE* Efficiency Ratio
  • $2.6B — hare (net of tax)* Earnings Per Share $2.6B $46.72 (16.1% YoY growth) $6.54 *
  • $46.72 — t of tax)* Earnings Per Share $2.6B $46.72 (16.1% YoY growth) $6.54 * Non-GAA
  • $6.54 — re $2.6B $46.72 (16.1% YoY growth) $6.54 * Non-GAAP financial measure: See "
  • $23.8B — funded through long-term core deposits $23.8B in unused borrowing capacity $3.3B unp
  • $3.3B — s $23.8B in unused borrowing capacity $3.3B unpledged marketable securities $7.4B
  • $7.4B — $3.3B unpledged marketable securities $7.4B in High Quality Liquid Assets (HQLA) *
  • $50B — d in the U.S. with total assets between $50B and $150B as of December 31, 2023; sour
  • $150B — U.S. with total assets between $50B and $150B as of December 31, 2023; source: S&P Gl
  • $112 million — mmunity development loans totaling over $112 million that provided 475 affordable units for
  • $782 million — ate income households. Invested nearly $782 million in affordable housing investments resul

Filing Documents

Executive Compensation

Executive Compensation 38 Executive Officers 38 Compensation Discussion and Analysis 42 Named Executive Officers for 2023 42 Aligning Executive Compensation with Metrics that Drive Stockholder Value 42 Overview of 2023 Performance and Compensation 43 Compensation Design 45 2023 Advisory Vote on Executive Compensation 45 Benchmarking of Compensation 45 Elements of Executive Compensation 46 Annual Base Salary 47 Annual Bonus Plan 47 Long-Term Equity Incentive Compensation 49 Compensation Recovery 51 Executive Officer Stock Ownership Guidelines 52 Hedging and Pledging of Company Securities 52 Benefits and Perquisites 52 Non-Qualified Deferred Compensation Plan 52 Tax Considerations 53 Evaluation of Company Compensation Plans and Risk 53 Compensation Committee Report 53 Compensation Tables 54 CEO Pay Ratio 59 Pay Versus Performance 60 Potential Payments upon Termination or Change in Control 64 Employment, Noncompetition and Indemnification Agreements 67 Certain Transactions with Related Parties 67 Policies and Pro cedures Regarding Transactions with Related Persons 68

Security Ownership of Certain Beneficial Owners, Directors and Executive Officers

Security Ownership of Certain Beneficial Owners, Directors and Executive Officers 69 Delinquent Section 16(a) Reports 70 Equity Compensation Plan Information 71 Proposal No. 2 72 Proposal No. 3. Advisory (Non-Binding) Vote on the Frequency of Future Advisory (Non-Binding) Votes on Executive Compensation Advisory (Non-Binding) Vote on the Frequency of Future Advisory (Non-Binding) Votes on Executive Compensation Proposal No. 3 73 Proposal No. 4. Ratification of Appointment of the Independent Auditor Independent Auditors 74 Fees and Services 74 Audit Committee Pre-Approval Policy 74 Proposal No. 4 75 Proposal No. 5. Stockholder Proposal Stockholder Proposal Proposal No. 5 76 Additional Information Voting Rights 79 Quorum and Votes Required 80 Shares in the Company 401(k) Plan 81 Other Matters 82 Attending the Annual Meeting 82 Notice and Access 82 Cost of Proxy Solicitation 82 Stockholder Proposals for the 2025 Annual Meeting 82 Annual Report on Form 10-K 83

Legal Proceedings

Legal Proceedings 83 Householding of Proxy Materials 83 Other Business 83 Appendix A: Reconciliation of GAAP and non-GAAP numbers 84 Table of Contents CORPORATE GOVERNANCE BOARD OVERVIEW PROXY STATEMENT This proxy statement is being provided to stockholders of Western Alliance Bancorporation ("Company") for solicitation of proxies on behalf of the Board of Directors of the Company ("Board" or "Board of Directors") for use at the Annual Meeting of Stockholders ("Annual Meeting") to be held at 4360 E. Camelback Road, Phoenix, Arizona 85018, at 8:00 a.m., local time, on Wednesday, June 12, 2024, and any and all adjournments thereof. Corporate Governance Our Board of Directors is responsible for overseeing the development and execution of our strategy and for ensuring effective governance over the Company's affairs. Our Board of Directors is focused on independent oversight and increased effectiveness. As part of our strong governance and oversight, the Company has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics. These documents are available in the Corporate Governance & Business Ethics section under Governance Documents of the Investor Relations page of the Company's website at www.westernalliancebancorporation.com or, for print copies, by writing to the Company at One E. Washington Street, Suite 1400, Phoenix, Arizona 85004, Attention: Corporate Secretary. Board Overview Combining Refreshment and Retention The director nomination process reflects our continued growth as a Company, and our focus on having a Board composed of directors who actively contribute to the evolving needs of the Company, while maintaining the invaluable institutional knowledge brought by more tenured directors. Over the past few years our Board has actively recruited for the diverse skills and qualities needed as our Company grows. The evolution of our director nominations includes that the Board has four women director nomine

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