Pacific Premier Bancorp Announces Enhancements to Executive Compensation and Corporate Governance Policies
November 16 2017 - 6:00AM
Business Wire
Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) (the “Company”),
the holding company of Pacific Premier Bank, announced today that
its Board of Directors approved and directed the implementation of
several important enhancements to the Company’s corporate
governance and executive compensation policies. These enhancements
are designed to expand the rights of the Company’s shareholders, to
maintain the alignment of interests between the named executive
officers (“NEOs”) and the Company’s stockholders, and to further
strengthen the link between the compensation of NEOs and Company
performance.
Steven R. Gardner, Chairman, President and Chief Executive
Officer of the Company, commented, “These enhancements are the
result of an extensive review of evolving corporate governance and
executive compensation practices, as well as feedback we have
gathered through discussions with various stockholders,
institutional investors and professional advisors. We are committed
to maintaining sound corporate governance principles and ensuring
that our executives’ interests remain aligned with our
shareholders’ interests as we continue to execute on our strategic
plan, and believe that these enhancements are evidence of that
commitment.”
Enhancements to Corporate Governance
The Board approved amendments to the Company’s Amended and
Restated Certificate of Incorporation, as amended (the “Certificate
of Incorporation”), and Amended and Restated Bylaws (the “Bylaws”)
to expand certain shareholder rights, including:
- Permitting shareholders holding at
least 10% of the Company’s outstanding common stock to call a
special meeting of stockholders;
- Allowing stockholders to act by written
consent; and
- Changing the required vote of
stockholders needed to amend the Certificate of Incorporation and
the Bylaws from a supermajority vote to a simple majority
vote.
The amendments to the Company’s Certificate will be presented to
the Company’s stockholders for approval at the 2018 Annual Meeting
of Stockholders. The amendment to the Bylaws will be effective
immediately upon, and subject to, stockholder approval of the
amendment to the Certificate.
The Board also approved an amendment to the Company’s Share
Ownership and Insider Trading and Disclosure Policy to require that
the Company’s Chief Executive Officer (the “CEO”) own an amount of
the Company’s common stock valued at five times his base salary,
and that each of the Company’s other NEOs own an amount of the
Company’s common stock valued at three times their base salary. The
Company’s CEO is already subject to, and compliant with, the
ownership requirement. The other NEOs and any new NEO must satisfy
the ownership requirement within five years of the later of
November 15, 2017, or the date of their appointment to the
applicable position.
Enhancements to Executive Compensation
The enhancements made to the Company’s executive compensation
policies are summarized below and will apply to equity and other
incentive awards commencing January 1, 2018:
- Increasing the percentage of
performance-based incentive equity compensation from 25% to 50% of
equity incentive award grants;
- Employing a relative total shareholder
return performance metric for performance-based restricted stock
unit awards;
- Removing the retroactive feature in the
Company’s restricted stock unit award agreement and providing for a
three-year average performance target rather than an annual target
for each separate year;
- Requiring certain future equity
incentive awards to include “double-trigger” rather than
“single-trigger” accelerated vesting in connection with a change of
control; and
- Implementing a clawback policy that
provides for the recoupment of certain types of NEO and other
senior executive incentive compensation in the event that the
incentive compensation was predicated on financial results,
performance goals or metrics that were augmented or materially
inaccurate as a result of intentional fraud or criminal
misconduct.
Additional details on the enhancements to the Company’s
corporate governance and executive compensation policies can be
found in a Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 16, 2017, which can be accessed at
www.sec.gov or on the SEC Filings page of the Company’s investor
relations website.
About Pacific Premier Bancorp, Inc.
Pacific Premier Bancorp is the holding company for Pacific
Premier Bank, one of the largest banks headquartered in Southern
California with approximately $7.8 billion in assets. Pacific
Premier Bank is a business bank primarily focused on serving small
and middle market businesses in the counties of Orange, Los
Angeles, Riverside, San Bernardino, San Diego, San Luis Obispo and
Santa Barbara, California as well as Clark County, Nevada. Through
its 33 depository branches, Pacific Premier Bank offers a diverse
range of lending products including commercial, commercial real
estate, construction, and SBA loans, as well as specialty banking
products for homeowners associations and franchise lending
nationwide.
Forward-Looking Statements
The statements contained herein that are not historical facts
are forward-looking statements based on management's current
expectations and beliefs concerning future developments and their
potential effects on the Company including, without limitation,
statements regarding the Company's growth, management of growth
related expense and the impact of acquisitions. Such statements
involve inherent risks and uncertainties, many of which are
difficult to predict and are generally beyond the control of the
Company. There can be no assurance that future developments
affecting the Company will be the same as those anticipated by
management. The Company cautions readers that a number of important
factors could cause actual results to differ materially from those
expressed in, or implied or projected by, such forward-looking
statements. These risks and uncertainties include, but are not
limited to, the following: the strength of the United States
economy in general and the strength of the local economies in which
we conduct operations; the effects of, and changes in, trade,
monetary and fiscal policies and laws, including interest rate
policies of the Board of Governors of the Federal Reserve System;
inflation, interest rate, market and monetary fluctuations; the
timely development of competitive new products and services and the
acceptance of these products and services by new and existing
customers; the willingness of users to substitute competitors’
products and services for the Company’s products and services; the
impact of changes in financial services policies, laws and
regulations (including the Dodd-Frank Wall Street Reform and
Consumer Protection Act) and of governmental efforts to restructure
the U.S. financial regulatory system; technological changes; the
effect of acquisitions that the Company may make, if any,
including, without limitation, the failure to achieve the expected
revenue growth and/or expense savings from its acquisitions;
changes in the level of the Company’s nonperforming assets and
charge-offs; any oversupply of inventory and deterioration in
values of California real estate, both residential and commercial;
the effect of changes in accounting policies and practices, as may
be adopted from time-to-time by bank regulatory agencies, the
Securities and Exchange Commission (“SEC”), the Public Company
Accounting Oversight Board, the Financial Accounting Standards
Board or other accounting standards setters; possible
other-than-temporary impairment of securities held by us; changes
in consumer spending, borrowing and savings habits; the effects of
the Company’s lack of a diversified loan portfolio, including the
risks of geographic and industry concentrations; ability to attract
deposits and other sources of liquidity; changes in the financial
performance and/or condition of our borrowers; changes in the
competitive environment among financial and bank holding companies
and other financial service providers; unanticipated regulatory or
judicial proceedings; and the Company’s ability to manage the risks
involved in the foregoing. Additional factors that could cause
actual results to differ materially from those expressed in the
forward-looking statements are discussed in the 2016 Annual Report
on Form 10-K of Pacific Premier Bancorp, Inc. filed with the SEC
and available at the SEC’s Internet site (http://www.sec.gov).
The Company specifically disclaims any obligation to update any
factors or to publicly announce the result of revisions to any of
the forward-looking statements included herein to reflect future
events or developments.
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version on businesswire.com: http://www.businesswire.com/news/home/20171116005529/en/
Pacific Premier Bancorp, Inc.Steven R. Gardner,
949-864-8000Chairman, President and Chief Executive OfficerorRonald
J. Nicolas, Jr., 949-864-8000Senior Executive Vice President &
CFO
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