8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 14, 2022

BANC OF CALIFORNIA, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-35522	04-3639825
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3 MacArthur Place, Santa Ana, California	92707
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (855) 361-2262

N/A

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

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.  ☐

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BANC	New York Stock Exchange

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

On November 14, 2022, Banc of California, Inc. (the “Company”) and Banc of California, National Association (the “Bank”), a wholly owned subsidiary of the Company, announced the appointment of Raymond J. Rindone, age 52, as Executive Vice President, Chief Accounting Officer and Deputy Chief Financial Officer, effective November 14, 2022.

Mr. Rindone joins the Company most recently from City National Bank, where he was employed since 2006, most recently serving as Deputy Chief Financial Officer since August 2022. Prior to that, Mr. Rindone was employed by IndyMac Bancorp, Inc., as First Vice President, Financial Management – Financial Reporting. Earlier in his career, Mr. Rindone held positions at Platinum Capital Group, Inc., IndyMac Mortgage Bank, AMRESCO Residential Mortgage Corporation, and PGC Pacific Mortgage. He began his career as a senior consultant with Coopers & Lybrand, LLP (now PricewaterhouseCoopers LLP) in Newport Beach, California. Mr. Rindone holds a B.S. in Accounting from the University of Southern California.

In connection with his appointment, Mr. Rindone and the Company entered into an offer letter on October 29, 2022 (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Rindone will receive an annual base salary of $380,000, which may be modified from time to time as determined by the Company’s management in its sole discretion. In addition, Mr. Rindone will be eligible to receive an annual bonus with an annual target bonus opportunity up to 50% of the rate of annual base salary in effect (the “Target Bonus”). The actual annual bonus, which may be less than the Target Bonus, will depend on the bonus pool level set by the Company’s board of directors, the Company’s financial performance, the performance of his specific division or department during the applicable fiscal year, as well as his individual performance and level of contribution. Mr. Rindone will not be eligible for an incentive bonus for 2022. Mr. Rindone also will receive a cash sign-on bonus of up to $225,000 provided he is continuously employed for the first 180 days following his employment start date.

Mr. Rindone will also be eligible to participate in the Company’s equity incentive plan and receive long term incentive equity (“LTI”) awards on a periodic basis at the discretion of the Company’s Compensation, Nominating and Governance Committee (the “Compensation Committee”). Upon approval by the Compensation Committee, Mr. Rindone will be eligible to receive LTI awards with a target of 50% of the rate of the annual base salary. The LTI award will be subject to the discretion of the Compensation Committee and the terms of the Company’s equity incentive plan. In addition, promptly following his employment start date, Mr. Rindone will be granted $50,000 of restricted stock units subject to service-based vesting conditions.

Mr. Rindone has no arrangement or understanding between him and any other person required to be disclosed pursuant to Item 401(b) of Regulation S-K and has no family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K.

On November 14, 2022, the Company issued a press release with respect to these matters. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Diana Hanson, who has served as Senior Vice President and Chief Accounting Officer since August 16, 2021, has stepped down from that role effective November 14, 2022, and has transitioned to become SVP, Corporate Controller of the Company and the Bank.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

99.1    Banc of California, Inc. Press Release dated November 14, 2022

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

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.

BANC OF CALIFORNIA, INC.

November 14, 2022

/s/ Ido Dotan

Ido Dotan

Executive Vice President, General Counsel and
Corporate Secretary

EX-99.1

Press Release

Banc of California Names Raymond Rindone Chief Accounting Officer and Deputy Chief Financial Officer

Company Release – 11/14/2022

SANTA ANA, Calif. – (BUSINESS WIRE) – Banc of California, Inc. (NYSE: BANC) (the “Company”), the holding company for Banc of California, N.A. (the “Bank”), today announced the appointment of Raymond Rindone as Chief Accounting Officer and Deputy Chief Financial Officer of the Company and the Bank, effective Monday, November 14, 2022. Mr. Rindone succeeds Diana Hanson who has transitioned to become SVP, Corporate Controller of the Company and the Bank. Mr. Rindone will report to Lynn Hopkins, Executive Vice President and CFO. Mr. Rindone joins most recently from City National Bank, where he was Deputy Chief Financial Officer.

“We are excited to welcome Ray to Banc of California,” said Jared Wolff, the Company’s President and CEO. “Ray brings extensive experience and insight from his long tenure at other banking institutions. His financial management expertise and leadership skills will complement our incredibly talented team as we continue to execute on our strategic initiatives to enhance our franchise value.”

Ms. Hopkins stated, “Ray is a proven finance executive with expertise in providing financial, operational and strategic leadership. I look forward to working closely with Ray as we continue to drive profitable growth, optimize our balance sheet, and create value for the long-term. I am also very grateful to Diana Hanson for her leadership and invaluable contributions and excited she will remain with the Company in the role of SVP, Corporate Controller.”

Mr. Rindone commented, “I am thrilled to join the exceptional team at Banc of California. I am drawn to the organization because of the growth they are experiencing and the significant opportunities ahead. I look forward to contributing to continued success for the benefit of shareholders.”

Mr. Rindone has more than 25 years of experience in the financial services and banking industry. He joins the Bank from City National Bank, where he served since 2006, most recently as Deputy Chief Financial Officer. Prior to that, Mr. Rindone was employed by IndyMac Bancorp and certain of its subsidiaries, in a number of finance and accounting leadership roles, including Division CFO, Division Controller, and First Vice President, Financial Management. Mr. Rindone also served as CFO of Platinum Capital Group, Inc. He began his career as a Senior Consultant with Coopers & Lybrand, LLP (now PwC). Mr. Rindone holds a B.S. in Accounting from University of Southern California and is a Certified Public Accountant (inactive).

About Banc of California, Inc.

Banc of California, Inc. (NYSE: BANC) is a bank holding company with $9.4 billion in assets at September 30, 2022 and one wholly-owned banking subsidiary, Banc of California, N.A. (the Bank). The Bank has 34 offices including 29 full-service branches located throughout Southern California. Through our dedicated professionals, we provide customized and innovative banking and lending solutions to businesses, entrepreneurs and individuals throughout California, and full stack payment processing solutions through our subsidiary Deepstack Technologies. We help to improve the communities where we live and work, by supporting organizations that provide financial literacy and job training, small business support and affordable housing. With a commitment to service and to building enduring relationships, we provide a higher standard of banking. We look forward to helping you achieve your goals. For more information, please visit us at www.bancofcal.com.

Contacts

Investor Relations Inquiries:

Banc of California, Inc.

(855) 361-2262

Jared Wolff, (949) 385-8700

Lynn Hopkins, (949) 265-6599

XML

Cover Page Document	Nov. 14, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 14, 2022
Entity Registrant Name	BANC OF CALIFORNIA, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-35522
Entity Tax Identification Number	04-3639825
Entity Address, Address Line One	3 MacArthur Place
Entity Address, City or Town	Santa Ana
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92707
City Area Code	855
Local Phone Number	361-2262
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001169770
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BANC
Security Exchange Name	NYSE