Governance

Corporate giving and responsibility are pillars of our business culture. We are honored to have received the best available QualityScore composite rating for Governance from Institutional Shareholder Services (ISS).1

Board of Directors

Our Board continues to strengthen our corporate governance practices to enhance long-term shareholder value.

Chairman

Steven R. Gardner

Chairman, President and Chief Executive Officer of Pacific Premier Bancorp, Inc.

Lead Independent Director

Jeff C. Jones

Audit Committee Member
Compensation Committee Member
Governance Committee Member

M. Christian Mitchell

Audit Committee Chair
Enterprise Risk Committee Member
Governance Committee Member

Barbara S. Polsky

Compensation Committee Chair
Governance Committee Member

Zareh H. Sarrafian

Governance Committee Chair
Audit Committee Member

Jaynie M. Studenmund

Enterprise Risk Committee Chair
Compensation Committee Member

Ayad A. Fargo

Audit Committee Member
Enterprise Risk Committee Member

Joseph L. Garrett

Compensation Committee Member
Enterprise Risk Committee Member

Cora M. Tellez

Compensation Committee Member

Richard C. Thomas

Audit Committee Member
Governance Committee Member

1Effective as of February 5, 2021
The Nominating and Governance Committee is sometimes referred to as the Governance Committee.

Board Independence

  • Lead Independent Director
  • Independent Board (9 of 10 directors are independent)
  • All Board committees composed of independent directors
  • Independent directors conduct regular executive sessions led by the Lead Independent Director

Board Practices

  • Annual Board and committee assessments
  • Risk oversight and strategic planning by full Board and committees
  • Outside Board service limited to three additional Boards
  • Board has direct access to all of the Corporation’s Senior Executive Officers

Accountability to Stockholders

  • Annual election of all directors
  • Majority vote standard in place (uncontested elections)
  • Stockholders have the ability to call a special meeting with 10% support
  • Stockholder engagement program with feedback incorporated into Board deliberations

Stock Ownership / Compensation

  • Robust stock ownership guidelines for all Directors and Named Executive Officers
  • Clawback policy in place
  • Maintain restrictions on hedging and pledging shares of our stock
  • Double trigger vesting provisions in place

Our Boards Evaluation and Refreshment Process

We are committed to regular refreshment to evolve our Board in line with the organization’s strategy. Our Board is committed to annually reviewing the appropriate skills and characteristics required of directors and making recommendations for potential nominees. The Board also believes that diversity, equity, and inclusion is extremely important (currently, three independent directors are female) and remains mindful of this objective as candidates are considered to fill Board vacancies.

Our Process in Action

Four Independent Directors have been added to the Board since 2018:

M. Christian Mitchell

Former Senior Partner, Deloitte

Jaynie M. Studenmund

Former Head of Retail & Business Banking, First Interstate Bank, Great Western Bank, and Home Savings

Barbara S. Polsky

General Counsel, Jiko Group, Inc. and former Partner, Manatt, Phelps & Phillips, LLP

Richard C. Thomas

Former EVP and CFO, CVB Financial Corporation and Citizens Business Bank