8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) June 13, 2022

PacWest Bancorp

(Exact name of registrant as specified in its charter)

Delaware	001-36408	33-0885320
(State of	(Commission File Number)	(IRS Employer
Incorporation)		Identification No.)

9701 Wilshire Blvd., Suite 700, Beverly Hills, California 90212

(Address of principal executive offices and zip code)

(310) 887-8500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.01 per share	PACW	The Nasdaq Stock Market LLC
Depositary Shares, Each Representing a 1/40th Interest in a Share of 7.75% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A	PACWP	The Nasdaq Stock Market LLC
(Title of Each Class)	(Trading Symbol)	(Name of Exchange on Which Registered)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230-425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

PacWest Bancorp (the “Company”) today announced the appointment of Paul W. Taylor as President of the Company and its wholly-owned subsidiary, Pacific Western Bank (the “Bank”), effective July 1, 2022. His appointment follows the Company’s previously-announced plan to name a successor for Matthew P. Wagner, current President and Chief Executive Officer. Mr. Wagner will continue as Chief Executive Officer (“CEO”) until December 31, 2023, with Mr. Taylor reporting directly to Mr. Wagner during this period. Upon Mr. Wagner’s planned retirement as CEO on December 31, 2023, it is anticipated that Mr. Wagner will transition to the role of Executive Chairman of the Company’s Board of Directors (the “Company Board”) and that Mr. Taylor will transition to the role of President and CEO of the Company and the Bank.

Mr. Taylor joined the Company Board and the Bank’s Board of Directors (the “Bank Board”) on January 29, 2021, and he is currently a member of the asset/liability management committee and the risk committee of the Company Board and the Bank Board. Mr. Taylor will continue to serve on the Company Board and Bank Board.

Mr. Taylor, 61, previously served as chief executive officer, president and a director of Opus Bank from 2019 until Pacific Premier Bank acquired Opus Bank in 2020. He was chief executive officer, president and a director of Guaranty Bancorp, and chief executive officer and chairman of the board of directors of Guaranty Bank and Trust Company, a banking subsidiary of Guaranty Bancorp, from 2011 through 2018. Prior to that, Mr. Taylor held various positions, including executive vice president, chief financial and operating officer and secretary of Guaranty Bancorp.

Pursuant to Mr. Taylor’s offer of employment from the Company, he will receive the following compensation: (i) an annual base salary of $900,000; (ii) a target annual cash bonus opportunity equal to 150% of Mr. Taylor’s annual base salary, payable in accordance with the Company’s Executive Incentive Plan (the “EIC Plan”); (iii) eligibility to participate in the Company’s long term incentive plan and to receive equity incentive awards valued at 250% of his annual base salary, which will consist of fifty percent (50%) time-based restricted stock awards (“TRSAs”) and fifty percent (50%) performance-based restricted stock units (“PRSUs”); (iv) a $1,000 per-month automobile allowance; (v) reimbursement for country club membership and monthly dues; and (vi) eligibility to participate in the Company’s Change in Control Severance Plan, which is described in the Company’s 2022 Proxy Statement (the “Proxy Statement”), with a potential change in control severance payment equal to 200% of the sum of Mr. Taylor’s annual base salary and target EIC Plan award.

The Company Board approved Mr. Taylor’s compensation for 2022. Mr. Taylor’s target annual cash bonus opportunity for 2022 will be pro-rated for the portion of the year he is employed. In lieu of his annual equity incentive awards for 2022, Mr. Taylor will receive initial equity awards of TRSAs and PRSUs, each valued at $1,687,500. The TRSAs will vest in four annual equal installments, with the first vesting on February 28, 2023. The PRSUs are subject to the same performance metrics and vesting schedule as those granted to other Company executives in February 2022.

In addition, Mr. Taylor is eligible to participate in the Company’s retirement and health and welfare benefit programs as included in the Proxy Statement, and is eligible to be reimbursed for up to $100,000 of relocation expenses pursuant to the Company’s Relocation Policy.

A copy of the press release announcing Mr. Taylor’s appointment is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated June 13, 2022
104	Cover page interactive data file (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PACWEST BANCORP
Date: June 13, 2022	By:	/s/ Angela M.W. Kelley
		Name:	Angela M.W. Kelley
		Title:	Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

June 13, 2022

Paul W. TAYLOR NAMED President of PacWest Bancorp and Pacific Western Bank

FOR IMMEDIATE RELEASE

Los Angeles, California --- PacWest Bancorp (Nasdaq: PACW) (the “Company”) and Pacific Western Bank (the “Bank”) announced today the appointment of Paul W. Taylor as President of both the Company and the Bank effective July 1, 2022. Mr. Taylor currently serves as a Director of the Company and the Bank and is a member of each of their respective Asset/Liability Management and Risk Committees. His appointment follows the Company’s previously-announced plan to name a successor for Matthew P. Wagner, current President and Chief Executive Officer. Mr. Wagner will continue as Chief Executive Officer until December 31, 2023, with Mr. Taylor reporting directly to Mr. Wagner during this period. Upon Mr. Wagner’s planned retirement as CEO on December 31, 2023, it is anticipated that Mr. Taylor will transition to the role of President and Chief Executive Officer of the Company and the Bank. Mr. Taylor will continue to serve on the Boards of Directors of the Company and the Bank. At the end of December 2023, it is anticipated that Mr. Wagner will transition to the role of Executive Chairman of the Company.

“I have known Paul both personally and professionally for over two decades. I have great respect for him as a leader with strategic vision and acumen,” said Mr. Wagner. “I look forward to working with him as he steps into this role at PacWest and am confident he will quickly add value because of his strong experience and knowledge of our organization. I believe PacWest will continue to grow under his leadership and stand out as an industry leader both today and in the future,” he concluded.

Over the next 18 months, Mr. Taylor will work closely with the Boards of Directors and in concert with Mr. Wagner and the existing Executive Team to ensure a smooth transition of leadership to support employees, customers, stockholders and the communities that Pacific Western Bank serves. Mr. Taylor will be located in Pacific Western Bank’s Denver Executive Office.

Mr. Taylor has over 35 years of experience in the banking industry, most recently having served as the Chief Executive Officer, President and Director of Opus Bank, a publicly traded California-chartered bank, from 2019 to 2020. Prior to that, he was the Chief Executive Officer, President and Director of Guaranty Bancorp, a publicly traded financial institution headquartered in Colorado, and Chief Executive Officer and Chairman of the Board of Directors of Guaranty Bank and Trust Company, a banking subsidiary of Guaranty Bancorp, from 2011 to 2018. Previous to that, he held various positions including Executive Vice President, Chief Financial and Operating Officer and Secretary of Guaranty Bancorp.

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ABOUT PACWEST BANCORP

PacWest Bancorp (“PacWest”) is a bank holding company with over $39 billion in assets headquartered in Los Angeles, California, with an executive office in Denver, Colorado, with one wholly-owned banking subsidiary, Pacific Western Bank (the “Bank”). The Bank is focused on relationship-based business banking to small, middle-market, and venture-backed businesses nationwide.The Bank offers a broad range of loan and lease and deposit products and services through 69 full-service branches located in California, one branch located in Durham, North Carolina, and one branch located in Denver, Colorado, and numerous loan production offices across the country. The Bank provides community banking products including lending and comprehensive deposit and treasury management services to small and medium-sized businesses conducted primarily through our California-based branch offices and Denver, Colorado branch office. The Bank offers national lending products including asset-based, equipment, and real estate loans and treasury management services to established middle-market businesses on a national basis. The Bank provides venture banking products including a comprehensive suite of financial services focused on entrepreneurial and venture-backed businesses and their venture capital and private equity investors, with offices located in key innovative hubs across the United States. The Bank also offers financing of business-purpose non-owner-occupied investor properties through Civic Financial Services a wholly-owned subsidiary. The Bank also provides a specialized suite of services for the HOA industry. For more information about PacWest Bancorp or Pacific Western Bank, visit www.pacwest.com.

CONTACTS

Matthew P. Wagner President and CEO 303.802.8900 Bart R. Olson Executive Vice President and CFO 714.989.4149 William J. Black Executive Vice President Strategy and Corporate Development 919.597.7466

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Cover	Jun. 13, 2022
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 13, 2022
Entity File Number	001-36408
Entity Registrant Name	PacWest Bancorp
Entity Central Index Key	0001102112
Entity Tax Identification Number	33-0885320
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9701 Wilshire Blvd.
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Beverly Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90212
City Area Code	310
Local Phone Number	887-8500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	PACW
Security Exchange Name	NASDAQ
Depositary Shares, Each Representing a 1/40th Interest in a Share of 7.75% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A
Title of 12(b) Security	Depositary Shares, Each Representing a 1/40th Interest in a Share of 7.75% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A
Trading Symbol	PACWP
Security Exchange Name	NASDAQ