XML 49 R28.htm IDEA: XBRL DOCUMENT
v3.25.0.1

Stock-Based Compensation | 12 Months Ended
--- | ---
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | NOTE 19. STOCK-BASED COMPENSATION At the special meeting of stockholders held on November 22, 2023, the Company's stockholders approved the Amended and Restated Banc of California, Inc. 2018 Stock Incentive Plan (the “Amended and Restated 2018 Plan”). The Company’s Amended and Restated 2018 Plan permits stock-based compensation awards to officers, directors, employees, and consultants and will remain in effect until November 30, 2033. The Amended and Restated 2018 Plan authorizes grants of stock-based compensation instruments to purchase or issue up to 10,717,882 shares. As of December 31, 2024, there wer e 4,955,607 shares available for grant under the Amended and Restated 2018 Plan. In addition to the Amended and Restated 2018 Plan, in connection with the Merger, the Company assumed the Amended and Restated PacWest Bancorp 2017 Stock Incentive Plan (the "PacWest 2017 Plan") with respect to PacWest's outstanding stock-based awards. Restricted Stock (RSUs, TRSAs and PSUs) Restricted stock amortization totale d $14.5 million, $27.4 million, and $33.9 million for the years ended December 31, 2024, 2023, and 2022. Such amounts are included in compensation expense on the accompanying consolidated statements of earnings (loss) and exclude $944,000, $1,305,000, and $845,000 of stock-based compensation expense for the years ended December 31, 2024, 2023, and 2022 related to our directors, which is included in other expense on the accompanying consolidated statements of earnings (loss). The income tax benefit recognized in the consolidated statements of earnings (loss) related to this expense was $3.6 million, $3.9 million, and $6.6 million for the years ended December 31, 2024, 2023, and 2022. The amount of unrecognized compensation expense related to all RSUs, TRSAs, and PSUs as of December 31, 2024 total ed $45.1 million. Such expense is expected to be recognized over a weighted average period of 2.8 years. The following table presents a summary of restricted stock transactions during the year ended December 31, 2024:
| RSUs |  | TRSAs |  | PSUs
|  |  | Weighted |  |  |  | Weighted |  |  |  | Weighted
|  |  | Average |  |  |  | Average |  |  |  | Average
| Number |  | Grant Date |  | Number |  | Grant Date |  | Number |  | Grant Date
| of |  | Fair Value |  | of |  | Fair Value |  | of |  | Fair Value
Year Ended December 31, 2024 | Units |  | (Per Unit) |  | Shares |  | (Per Share) |  | Units |  | (Per Unit)
Unvested restricted stock, |  |  |  |  |  |  |  |  |  |  |
beginning of year | 501,050 |  |  | $11.21 |  | 861,403 |  |  | $48.95 |  | — |  |  | —
Granted | 1,752,607 |  |  | $14.32 |  | — |  |  | — |  | 2,550,486 |  |  | $9.00
Vested | 260,673 |  |  | $17.06 |  | 424,013 |  |  | $48.37 |  | — |  |  | —
Forfeited | 233,649 |  |  | $14.63 |  | 226,184 |  |  | $47.90 |  | 266,955 |  |  | $8.98
Unvested restricted stock, |  |  |  |  |  |  |  |  |  |  |
end of year | 1,759,335 |  |  | $12.98 |  | 211,206 |  |  | $51.25 |  | 2,283,531 |  |  | $9.01
Restricted Stock Units and Time-Based Restricted Stock Awards At December 31, 2024, there were 1,759,335 shares of unvested RSUs outstanding pursuant to the Amended and Restated 2018 Plan. At December 31, 2024, there were 211,206 shares of unvested TRSAs outstanding pursuant to the PacWest 2017 Plan. The RSUs and TRSAs generally vest over a service period of three or four years from the date of the grant or immediately upon death of an employee. Compensation expense related to RSUs and TRSAs is based on the fair value of the underlying stock on the award date and is recognized over the vesting period using the straight‑line method. TRSAs were assumed by the Company in connection with the Merger and continue to vest in accordance with the original vesting schedule of the awards. TRSA grants are subject to “double-trigger” vesting in the event of a change in control of the Company, as defined in the PacWest 2017 Plan, and in the event an employee's employment is terminated within 24 months after the change in control by the Company without Cause or by the employee for Good Reason, as defined in the PacWest 2017 Stock Plan, such awards will vest. There were no TRSAs granted in 2024. The weighted average grant date fair value per share of TRSAs granted during 2023 and 2022 were $41.49 and $48.15. The weighted average grant date fair value per share of RSUs granted during 2024 was $14.32. The vesting date fair value of TRSAs that vested during 2024, 2023, and 2022 was $6.0 million, $14.0 million, and $26.4 million. The vesting date fair value of RSUs that vested during 2024 was $3.8 million. Performance Stock Units At December 31, 2024, there were 2,283,531 units of unvested PSUs outstanding. Compensation expense related to PSUs is based on the fair value of the underlying stock on the award date and is amortized over the vesting period using the straight-line method unless it is determined that: (1) attainment of the financial metrics is less than probable, in which case a portion of the amortization is suspended, or (2) attainment of the financial metrics is improbable, in which case a portion of the previously recognized amortization is reversed and also suspended. Annual PSU expense may vary during the performance period based upon changes in management's estimate of the number of shares that may ultimately vest. In the case where the performance target for the PSU’s is based on a market condition (such as total shareholder return), the amortization is neither reversed nor suspended if it is subsequently determined that the attainment of the performance target is less than probable or improbable and the employee continues to meet the service requirement of the award. The weighted average grant date fair value per share of PSUs granted during 2024, 2023, and 2022 was $9.00, $48.41, and $57.78. There were no PSUs that vested in 2024. The vesting date fair value of PSUs that vested during 2023 and 2022 was $0.6 million and $2.2 million.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration