Western Alliance Bancorporation (WAL) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

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Western Alliance Bancorporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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ABOUT US

WESTERN ALLIANCE PERFORMANCE

With more than $55 billion in assets, Western Alliance Bancorporation (NYSE: WAL) (the “Company”) is one of the country’s top-performing bank holding companies. The Company is #2 best-performing of the 50 largest public U.S. banks in the S&P Global Market Intelligence listing for 2021, ranks high on the Forbes “America’s Best Banks” list year after year and was named #1 Best Emerging Regional Bank per Bank Director’s 2022 RankingBanking study. Its primary subsidiary, Western Alliance Bank, Member FDIC (the “Bank”), helps business clients realize their ambitions with teams of experienced bankers who deliver superior service and a full spectrum of customized loan, deposit and treasury management capabilities, including blockchain-based offerings. Business clients also benefit from a powerful array of specialized financial services that provide strong expertise and tailored solutions for a wide variety of industries and sectors. Serving clients across the country wherever business happens, the Bank operates individual, full-service banking and financial services brands, including AmeriHome Mortgage, and has offices in key markets nationwide.

Top Performing Commercial Client Focused Bank

KEY

i            WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT

ABOUT US

STRATEGIC

SUCCESSFUL

WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT            ii

ABOUT US

STOCKHOLDER ENGAGEMENT

We maintain an ongoing, proactive outreach effort with our stockholders in a variety of ways. Throughout the year, our Investor Relations team and executive leaders regularly meet with current stockholders, prospective investors, and investment research analysts. These meetings typically include our CEO, CFO, Investor Relations Team and line of business leaders in order to engage stockholders and solicit feedback on various topics relevant to the Company’s performance and strategy. Starting in 2020, our Chief Credit Officer also participated in quarterly earnings calls to provide detailed credit updates to our stockholders. Additionally, we continued to provide augmented disclosures to address stockholder inquiries related to credit trends in loan categories impacted by the COVID-19 pandemic.

During 2021, as part of a proactive stockholder engagement strategy, management dedicated extra time and resources to address inbound investor inquiries related to the changing operating environment created by the COVID-19 pandemic, the rapidly changing expectations of interest rates, and the Company’s reaction to the National Basketball Association’s (“NBA”) investigation into allegations involving Robert Sarver. Additionally, management attended numerous investment analyst sponsored industry conferences and conducted several non-deal roadshows to meet both in person and virtually with existing and prospective investors. The feedback received from our stockholders is communicated to business leaders and the Board of Directors (the “Board” or “Board of Directors”), and helps inform our business decisions and strategy, when appropriate.

ENGAGEMENT

iii            WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT

ENVIRONMENTAL, SOCIAL & GOVERNANCE

ENVIRONMENTAL, SOCIAL, & GOVERNANCE AT

WESTERN ALLIANCE BANCORPORATION

The Company is committed to a multi-faceted approach to achieving business success and creating long-term stockholder value. Our approach to environmental, social, and governance (“ESG”) issues reflects this commitment. In 2021, and going in to 2022, the Company continued to take significant strides forward with respect to formalizing its ESG oversight, programming, and disclosure.

GOVERNANCE COMMITTEE OVERSIGHT

Our Nominating, Corporate Governance, and Social Responsibility Committee (the “Governance Committee”) adopted a revised charter at the Board’s February 8, 2022 meeting, formally expanding the Governance Committee’s oversight of ESG programming, initiatives, matters and reports. The Governance Committee receives regular updates from management regarding the status and activities of the Company’s ESG initiatives.

ESG EXECUTIVE COMMITTEE

In 2021, the Company created an ESG Executive Committee, focused on establishing ESG priority areas and coordinating existing ESG activities into a formal ESG program. The ESG Executive Committee meets on a quarterly basis and is comprised of senior executives with enterprise-wide oversight responsibilities, including, but not limited to, all of our executive officers. The ESG Executive Committee sets general ESG strategy, develops, implements, and monitors initiatives and policies based on that strategy, provides guidance on communications with employees, investors and stakeholders with respect to ESG, and monitors and assesses developments relating to, and improving the Company’s understanding of ESG.

ESG WORKING GROUP

To support the ESG Executive Committee, the Committee formed a working group composed of cross-functional senior leaders throughout the Company tasked with carrying out the established ESG strategy, action plans, monitoring and reports on an ongoing basis.

COMMITMENT TO ENHANCED ESG PRACTICES AND REPORTING

In 2022, the Company intends to build on its commitment to enhanced ESG disclosure by publishing an ESG report separate from the Company’s proxy solicitation materials. The Company is committed to making thoughtful disclosures that are meaningful to its stakeholders. In addition to the report, the Company will continue to enhance its ESG program in 2022 through collaboration and coordination of Company initiatives and goals related to ESG issues that are aligned with the Company’s strategic business priorities. For more information about our ESG priorities, including our commitment to our people, our communities, and high-quality governance and risk management, please see pages v-viii, and 19-20.

WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT            iv

ENVIRONMENTAL, SOCIAL & GOVERNANCE

OUR CULTURE

People are the foundation of Western Alliance and we invest in their success. Our people are committed to our clients’ success and, by putting clients first, we create strong stockholder Performance. This leads to tremendous Possibilities to fuel client growth and support our communities, and in turn provide expanding opportunities to attract and retain our People.

Our Values Drive Us

Integrity

We expect everyone to apply high ethical standards and sound judgment in all we do.

Creativity

We are all part of an environment that welcomes new ideas and prizes creative, strategic thinking to benefit customers and our commitment to relationship banking.

Teamwork

We work together across departments, specialty areas and geographies in a productive, collaborative way that forwards the interests of clients and the bank.

Passion

Our passion motivates us to overcome obstacles, think big and do more.

Excellence

We strive to deliver strong performance and excellence in everything we undertake.

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ENVIRONMENTAL, SOCIAL & GOVERNANCE

OUR PEOPLE*

Compa-Ratio is the ratio of an employee’s base salary relative to the midpoint of their job profile. We analyze pay equity by considering compa-ratio and understanding why the compa-ratio for individual employees would differ, such as years of experience or performance. The above table shows the average compa-ratio by management level for female employees, male employees and ethnically diverse employees. In 2021, we adjusted our compensation ranges to reflect current market conditions and wage inflation.

WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT            vi

ENVIRONMENTAL, SOCIAL & GOVERNANCE

OUR BOARD

Board Refreshment and Diversity				Board Best Practices				Board and Committee Meetings in Fiscal 2021
Diverse Directors and Director Nominees: Patricia Arvielo Juan Figuereo Marianne Boyd Johnson Adriene McFetridge Sung Won Sohn, Ph.D.				Our Leadership: Kenneth A. Vecchione CEO (2018 – present) Bruce D. Beach Chairman (Effective June 2022) Robert Sarver Executive Chairman (2018-2022)				Committee Meetings: Audit – 12 Governance – 9 Compensation – 8 Risk – 8 Finance and Investment – 7

Evaluating and Improving Board Performance		Aligning Director and Stockholder Interest
Board Orientation Yes		Director Stock Ownership Guidelines Yes

vii            WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT

ENVIRONMENTAL, SOCIAL & GOVERNANCE

OUR COMMUNITY

In 2021, we continued to feel the impact of the pandemic in our everyday lives. Individuals, businesses, community-based organizations, and government agencies struggled with the substantial economic impact of COVID-19. The pandemic reminds us that we are always stronger together. Giving back is a major element of the Bank’s culture and as the Company continues to grow, our commitment to our communities increases, as well.

		Affordable Housing   •  Financed community development loans totaling $144.9 million that provided 1,956 affordable units for low to moderate income households.   •  Invested $172.3 million in affordable housing investments resulting in 733 affordable housing units.   •  Invested $12 million in Community Development Financial Institutions resulting in 318 affordable housing units.   •  Assisted 109 families with $2.4 million in down payment assistance grants for home ownership by participating in the Federal Home Loan Bank Affordable Housing Programs.   •  Provided 3,942 community service hours assisting first time homeowners who are eligible to receive down payment assistance through the FHLB Affordable Housing Programs.
		Small Business Support and Job Creation   •  The Bank made 3,344 small business loans totaling $703.8 million.   •  Financed SBA loans totaling $54.5 million that created/retained 289 jobs.   •  Financed PPP loans totaling $27.9 million that created/retained 1,990 jobs.   •  Invested in an SBIC fund totaling $3 million.
		Financial Education Support   •  Invested $30.2 million in Municipal Bonds that primarily support Title 1 schools.   •  Financed $5.1 million in community development loans supporting Title 1 schools that primarily serve low to moderate income students.   •  Provided $94,000 to an organization that provided financial literacy training to students in 40 Title 1 schools.   •  Contributed $53,500 to Title 1 schools and organizations that provide tuition assistance for low to moderate income students.   •  Contributed $73,500 to organizations that provide financial literacy to Title 1 schools.   •  Contributed $149,020 to organizations that provide workforce development.   •  Provided Individual Development Accounts to 325 low to moderate income students that are saving for college. The majority of the students are first generation minorities and are seeking a STEM degree.
		Community Service   •  Employees participated on the Board of Directors of 84 different organizations that provide community development services for low to moderate income individuals.   •  Provided $863,866 in grants to organizations that provide food, shelter, healthcare and programs for low-to-moderate income individuals.   •  Financed community development loans totaling $6.5 million to community-based organizations that provide community services for low to moderate income individuals.

WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT            viii

TABLE OF CONTENTS

BOARD OVERVIEW

PROXY STATEMENT

This proxy statement is being provided to stockholders of Western Alliance Bancorporation (“Company”) for solicitation of proxies on behalf of the Board of Directors of the Company (“Board” or “Board of Directors”) for use at the Annual Meeting of Stockholders (“Annual Meeting”) to be held at the Company’s headquarters at One E. Washington Street, Suite 1400, Phoenix, Arizona 85004, at 8:30 a.m., local time, on Tuesday, June 14, 2022, and any and all adjournments thereof.

Corporate Governance

Our Board of Directors is responsible for ensuring effective governance over the Company’s affairs. The Company has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics. These documents are available in the Governance Documents section of the Investor Relations page of the Company’s website at www.westernalliancebancorporation.com or, for print copies, by writing to the Company at One E. Washington Street, Suite 1400, Phoenix, Arizona 85004, Attention: Corporate Secretary.

Board Overview

Combining Refreshment and Retention

The director nomination process reflects our continued growth as a Company, and our focus on having a Board composed of directors who actively contribute to the evolving needs of the Company, while maintaining the invaluable institutional knowledge brought by more tenured directors.

WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT            1

BOARD OVERVIEW

The Right Skills for our Board

As a part of the Board evaluation and director selection processes, the Nominating, Corporate Governance, and Social Responsibility Committee (the “Governance Committee”) maintains a Director Skills and Traits Matrix (described further in the “Director Selection Process” section of this proxy statement). The Governance Committee and the Board believe that the director nominees for 2022 provide the Company with the right mix of skills and experience necessary for an optimally functioning Board.

Total Director Nominees with Particular Qualifications and Experience (out of 12 Director Nominees)

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DIRECTOR SELECTION PROCESS

Director Selection Process

One of the primary responsibilities of the Governance Committee is to assist the Board of Directors in identifying and reviewing the qualifications of directors and potential directors of the Company. The Board of Directors and the Governance Committee periodically review the appropriate size, composition, skills, and diversity of the Board of Directors. In considering candidates for the Board of Directors, the Governance Committee considers the entirety of each candidate’s credentials and does not have any specific minimum qualifications that must be met by a Governance Committee-recommended nominee.

The Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Governance Committee has adopted a Director’s Skills & Traits Matrix (the “Skills Matrix”) outlining what it believes to be the key areas of expertise needed from Board members and identifying how each member contributes to the Board’s overall skillset. A summary of the Skills Matrix can be found on page 2. This practice allows the Governance Committee to assess opportunities to improve the Board’s diversity based on each member’s personal factors and professional characteristics. Using this methodology, the Governance Committee is dedicated to enhancing the skills and talent of its Board by identifying specific areas for improvement, thereby prioritizing the pool of persons considered for new Board positions.

WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT            3

DIRECTOR SELECTION PROCESS

IDENTIFYING DIRECTOR NOMINEES

1 ASSESS COMPOSITION AND DETERMINE PRIORITIES
		Together with the Board, the Governance Committee remains committed to director refreshment, enhancing the skillset of the Board, and considering directors who bring important traits and perspectives to the table. The Governance Committee continuously seeks out candidates who will contribute to the Board’s skillset and diversity. Due to the growth and success of the Company’s mortgage related business lines and following the Company’s acquisition of AmeriHome Mortgage Company in 2021, the Committee identified expertise in the mortgage industry as one of the skills that would contribute to the board’s overall composition.
2 IDENTIFYING A POTENTIAL CANDIDATE
		Leveraging executive management’s extensive relationships and contacts within the banking industry, the Governance Committee considered a number of qualified candidates with diverse backgrounds and skills over the past year. In early 2022, the CEO recommended the Committee consider Patricia Arvielo, President and Co-Founder of New American Funding (“NAF”), a valued and long-time client of our mortgage warehouse group, as a director nominee. Following meetings with Ms. Arvielo and reviewing her credentials, the Committee was extremely impressed not only with her intimate knowledge of and distinguished career in the mortgage industry, but also her demonstrated commitment to serving minority and other traditionally underserved communities. In assessing Ms. Arvielo’s qualifications, the Governance Committee considered her self-identified status as a Hispanic woman as potentially contributing to the overall diversity of the Board.
3 INTRODUCING OUR NEW DIRECTOR NOMINEE
		Based on Ms. Arvielo’s track record of success in the mortgage industry and executive management’s strong endorsement from their years of experience working with NAF, the Governance Committee unanimously and enthusiastically recommended her nomination to the Board. The Board accepted this recommendation and is pleased to nominate Ms. Arvielo as the Company’s newest director.     Patricia L. Arvielo   Ms. Arvielo is an award-winning entrepreneur and Co-Founder and President of New American Funding. A first-generation Hispanic, her path to the mortgage industry began at age 16 with a hard-work ethic and an entry-level position at TransUnion Credit. From there, she landed a job at a prominent mortgage company, where she would rise through the ranks and learn the business from the ground up, eventually becoming branch manager and assistant vice president.   In 2003, Ms. Arvielo, together with her husband, launched their own mortgage company, New American Funding. In the years since, Ms. Arvielo transformed the company into one of the largest independent mortgage lenders in the United States today with a servicing portfolio of over 223,000 loans for $58.8 billion. She also oversaw the creation and expansion of the company’s retail lending operation, which grew a small local operation to a national powerhouse with 168 locations and thousands of employees across the country. As a leader and expert in the mortgage industry, Ms. Arvielo has served on Fannie Mae Affordable Housing Advisory Council, Freddie Mac’s Community Lender Advisory Board and Affordable Housing Council, the National Association of Hispanic Real Estate Professionals and Housing Counseling Federal Advisory Committee.

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DIRECTOR SELECTION PROCESS

Stockholder Recommendations for Nominees

Although the Governance Committee has no formal policy with respect to the consideration of director candidates recommended by stockholders, it will consider nominees for directors recommended by stockholders. A stockholder wishing to recommend a director candidate for consideration by the Governance Committee should send such recommendation to the Company’s Corporate Secretary at the address shown on the cover page of this proxy statement, who will then forward it to the Governance Committee. Any such recommendation should include the following minimum information for each director nominee: full name, address and telephone number, age, a description of the candidate’s qualifications for service on the Board of Directors (such as principal occupation and directorships on publicly-held companies during the past five years), the candidate’s written consent to be considered for nomination and to serve if nominated and elected, and the number of shares of Company common stock owned, if any. A stockholder who wishes to nominate an individual as a director candidate at the annual meeting of stockholders, rather than recommend the individual to the Governance Committee as a nominee, must comply with certain advance notice requirements. See “Stockholder Proposals for the 2023 Annual Meeting” on page 64 for more information on these procedures.

If the Governance Committee receives a director nomination from a stockholder or group of stockholders who (individually or in the aggregate) beneficially own greater than 5% of the Company’s outstanding voting stock for at least one year as of the date of such recommendation, the Company, as required by applicable securities law, will identify the candidate and stockholder or group of stockholders recommending the candidate and will disclose in its proxy statement whether the Governance Committee chose to nominate the candidate, as well as certain other information.

Except for Ms. Arvielo, all of the nominees standing for election to the Company’s Board of Directors at this year’s Annual Meeting are current directors. The Governance Committee and the Board of Directors believe that all of the nominees satisfy the above described director standards. Accordingly, all of such nominees were approved for election by the Board of Directors, based in part on the recommendation of the Governance Committee. With respect to this year’s Annual Meeting, no nominations for directors were received from stockholders.

WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT            5

BOARD LEADERSHIP STRUCTURE

Board Leadership Structure

The Company’s governing documents enable the Board of Directors to determine the appropriate Board leadership structure for the Company and allow the roles of Chairman of the Board and CEO to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separate or combined based upon the Company’s needs in light of the dynamic environment in which it operates, changes in governance needs and practices, growth and other developments with respect to its operations, and the Board’s assessment of the Company’s leadership from time to time.

Since April 1, 2018, Robert Sarver has served as the Company’s Executive Chairman and Bruce D. Beach has served as the Company’s Lead Independent Director. In anticipation of the recently announced retirement of our Executive Chairman, which will be effective as of the date of the Annual Meeting, the Governance Committee and the Board considered the appointment of a new Chairman and potential related leadership structures for the Board. While the Board of Directors does not have a definitive policy on whether the role of the Chairman and the CEO should be separate, and may modify the structure as it deems appropriate from time to time, at this time the Board determined that a separation of the Chairman role from the CEO role is in the best interest of the Company.

In maintaining the separation of the roles of CEO and Chairman, the Board determined that a separate chairperson at this time could more effectively lead the Board in evaluating the performance of management, including the CEO, guide the Board through appropriate governance processes, and lead the Board in managing and responding to crises. The independent directors agreed that having an independent director serve as Chairman at this time reinforces their objectivity.

The Board has determined that Bruce D. Beach is independent within the meaning of the director independence standards set forth by the NYSE and subject to his re-election, has been appointed to serve as the Board’s Chair for the 2022-2023 director term. Mr. Beach has served as the Company’s Lead Independent Director since 2010 and brings with him substantial management experience and financial expertise.

Board Composition

The Company’s Bylaws provide that the Board of Directors will consist of not less than eight or more than seventeen directors. The Board of Directors from time to time may fix the number of directors within these limits. While the Bylaws allow for seventeen directors, at this time, the Governance Committee considers eleven to fourteen directors to be the appropriate size for the Company’s Board of Directors. Robert Sarver and Steve Hilton are not standing for re-election to the Board of Directors at the Company’s 2022 Annual Meeting; however, the Board of Directors has nominated Ms. Arvielo in addition to the eleven directors standing for re-election. All other members of the Board of Directors have been re-nominated. Accordingly, effective as of the date of the Annual Meeting, the Board of Directors will set the number of directors at twelve. At the Annual Meeting, the directors will be elected to serve for one-year terms.

Information regarding each of the Company’s director nominees is set forth below. All ages are provided as of December 31, 2021.

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BOARD COMPOSITION

Information as to Director Nominees

The Board of Directors has nominated the individuals listed below to be elected as directors at the Annual Meeting. See “Proposal No. 1 Election of Directors” on page 29. Each of the Company’s current directors also serves as a director of the Company’s wholly owned bank subsidiary, Western Alliance Bank. In connection with his or her re-election to the Company’s Board of Directors, these nominees will also be re-elected to the board of Western Alliance Bank.

PATRICIA ARVIELO
		PRESIDENT & CO-FOUNDER New American Funding   Age: 57 Director since: N/A		Committee Membership:   N/A

Qualifications:

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BOARD COMPOSITION

BRUCE D. BEACH, C.P.A.
		SENIOR ADVISOR BeachFleischman PC   Age: 72 Director since: 2005 Lead Independent Director: 2010-June 2022 Board Chairman: Effective June 2022 Audit Committee Financial Expert		Committee Membership:   •  Audit Committee   •  Governance Committee

Qualifications:

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BOARD COMPOSITION

JUAN FIGUEREO, C.P.A.
		VENTURE PARTNER Ocean Azul Partners   Age: 66 Director since: 2020   Audit Committee Financial Expert		Committee Membership:   •  Audit Committee (Chair)   •  Finance and Investment Committee

Qualifications:

WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT            9

BOARD COMPOSITION

HOWARD GOULD
		FORMER VICE CHAIRMAN CCFW, Inc. dba Carpenter & Company   Age: 72 Director since: 2015		Committee Membership:   •  Risk Committee (Chair)   •  Governance Committee

Qualifications:

MARIANNE BOYD JOHNSON
		CO-EXECUTIVE CHAIRMAN, EXECUTIVE VICE PRESIDENT AND CHIEF DIVERSITY OFFICER Boyd Gaming Corporation   Age: 63 Director since: 1995 (founding)		Committee Membership:   •  Compensation Committee   •  Governance Committee

Qualifications:

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BOARD COMPOSITION

ROBERT LATTA
		SENIOR OF COUNSEL Wilson Sonsini Goodrich & Rosati, PC   Age: 67 Director since: 2015		Committee Membership:   •  Audit Committee   •  Compensation Committee (Chair)

Qualifications:

ADRIANE MCFETRIDGE
		DIRECTOR OF ENGINEERING— REVENUE AND GROWTH ENGINEERING Netflix Age: 51 Director since: 2019		Committee Membership:   •  Risk Committee   •  Finance and Investment Committee

Qualifications

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BOARD COMPOSITION

MICHAEL PATRIARCA
		FORMER CHIEF INTERAL AUDITOR AND RETIRED BANK REGULATOR   Age: 71 Director since: 2016		Committee Membership:   •  Audit Committee   •  Risk Committee

Qualifications

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BOARD COMPOSITION

BRYAN SEGEDI, C.P.A.
		BOARD MEMBER Conway Mackenzie   Age: 62 Director since: 2020		Committee Membership:   •  Compensation Committee   •  Finance and Investment Committee

Qualifications

WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT            13

BOARD COMPOSITION

DONALD SNYDER
		Retired Business Executive and Community Leader   Age: 74 Director since: 1997 (founding)		Committee Membership:   •  Governance Committee (Chair)   •  Risk Committee

Qualifications

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BOARD COMPOSITION

SUNG WON SOHN, PH.D.
		PROFESSOR OF FINANCE & ECONOMICS Loyola Marymount University   Age: 77 Director since: 2010		Committee Membership:   •  Finance and Investment Committee (Chair)   •  Risk Committee

Qualifications

WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT            15

BOARD COMPOSITION

KENNETH A. VECCHIONE
		PRESIDENT & CHIEF EXECUTIVE OFFICER Western Alliance Bancorporation   Age: 67 Director since: 2007		Committee Membership:   N/A

Qualifications

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DIRECTOR INDEPENDENCE

Director Independence

The Company’s common stock is traded on the NYSE. The NYSE’s rules require that a majority of directors of NYSE-listed companies be “independent.” For a director to be “independent” under the NYSE’s rules, the Board of Directors must affirmatively determine that the director has no material relationship with the Company, including its subsidiaries, either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company, and a director must satisfy all categorical standards relating to independence, as set forth in Section 303A of the NYSE Listed Company Manual.

Of the 12 persons nominated for election to the Board of Directors, the Board of Directors affirmatively determined 10 to be independent under NYSE standards. The Board of Directors also affirmatively determined that Mr. Hilton and Todd Marshall, both of whom served on the Board during 2021, are independent under NYSE standards. The Board of Directors based these determinations primarily on the recommendations of the Governance Committee, which performed a detailed review of the Company’s internal records and the responses of the directors to questions regarding employment and compensation history, affiliations and family and other relationships, and on discussions with such directors. As part of its review, the Governance Committee considered, among other things, the nature and extent of each director’s business relationships and transactions with the Company, its subsidiaries, and its executive officers and their affiliated business entities, including personal investment activities, professional services, involvement in charitable or non-profit organizations, and those relationships and transactions described in each of the “Certain Transactions with Related Persons” and the “Certain Business Relationships” sections herein, located on pages 54-55.

Based on these factors, the Board of Directors determined that Messrs. Sarver and Vecchione are not independent because each serves as an executive officer of the Company, and Ms. Arvielo is not independent due to certain business transactions between the Company and NAF in 2021, as further described in “Certain Transactions with Related Persons” on page 54.

Meetings of the Board of Directors

The Board of Directors held seven meetings in 2021. Each current director attended at least 75% of the meetings of the Board of Directors and meetings of committees on which he or she served in 2021. The Company invites and encourages all of its directors to attend the Company’s annual meetings of stockholders, and all of the current directors attended the 2021 annual meeting of stockholders.

Executive sessions of non-management/independent directors (consisting of all directors other than Messrs. Sarver and Vecchione) were periodically scheduled and held during the Company’s quarterly Board of Directors meetings.

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BOARD ROLE IN RISK OVERSIGHT

Board Role in Risk Oversight

Under the Company’s governance structure and applicable law, the Board of Directors is ultimately responsible for overseeing the Company’s risk management processes and sets the tone for a strong risk-aware culture. The Company has adopted a three lines of defense risk management model, and the Board has distributed certain oversight responsibilities to its committees in keeping with its obligation to oversee and monitor the three lines of defense.

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BOARD ROLE IN RISK OVERSIGHT

Management Accountability for Effective Risk Management:

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BOARD ROLE IN RISK OVERSIGHT

Non-Employee Director Stock Ownership Guidelines

The Board of Directors adopted Stock Ownership Guidelines because it believes that it is important to the Company’s future success that executive officers and directors own and hold a minimum number of shares of common stock of the Company in order to further align their interests and actions with the interests of the Company’s stockholders. The Stock Ownership Guidelines require non-employee directors to own a minimum number of shares of the Company’s common stock, with a value at least equal to five times such director’s annual cash compensation as reported in the Company’s most recent proxy statement, based on a rolling six month average of the Company’s share price. The Stock Ownership Guidelines provide for a transition period of five years during which new directors must achieve full compliance with these requirements. The Stock Ownership Guidelines are administered and enforced by the Governance Committee of the Board of Directors, and compliance is monitored and reported to the Governance Committee by the Company’s General Counsel. Each current director is in full compliance with these requirements. Stock Ownership Guidelines for the Company’s executive officers can be found on page 43.

The Company understands that hedging and significant amounts of pledging of Company stock by directors and executive officers may skew the alignment of the interests between Company insiders and Company stockholders. Therefore, the Stock Ownership Guidelines specifically prohibit any hedging or pledging of Company stock held by directors and executive officers. Notwithstanding the foregoing, certain limited exceptions for pledging exist, including (a) shares of Company common stock held in a margin account or pledged as collateral for a loan prior to July 30, 2019, or (b) where the executive or director demonstrates the financial capacity to repay the loans without resorting to the pledged stock, such exception to be granted at the sole discretion of the Governance Committee. Any pledged shares are excluded from required ownership levels, and are subject to both individual and collective maximums on Company shares that may be placed in a margin account or otherwise pledged.

Communication with the Board of Directors and its Committees

Any stockholder or other interested person may communicate with the Board of Directors, a specified director (including the Lead Independent Director/Chairman), the non-management directors as a group, or a committee of the Board of Directors by directing correspondence to their attention, in care of the Corporate Secretary, Western Alliance Bancorporation, One E. Washington Street, Suite 1400, Phoenix, Arizona 85004. Anyone who wishes to communicate with a specific director, the non-management directors only or a specific committee should send instructions asking that the material be forwarded to the appropriate director, group of directors or committee chairman. All communications so received from stockholders or other interested parties will be forwarded to the director or directors designated.

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COMMITTEES OF THE BOARD OF DIRECTORS

Committees of the Board of Directors

The Company’s Board of Directors has five standing committees:

Information with respect to each of these committees is set forth below.

The Company may appoint additional, or modify existing, committees of the Board of Directors in the future, including ad hoc committees to address items requiring special attention, such as potential merger or acquisition opportunities, and for purposes of complying with all applicable corporate governance rules of the NYSE. Membership information and charter documents for each of the Company’s five committees listed above are available in the Investor Relations section of the Company’s website at www.westernalliancebancorporation.com. For printed copies of the charters, send a request to the Company at One E. Washington Street, Suite 1400, Phoenix, Arizona 85004, Attention: Corporate Secretary.

WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT            21

COMMITTEES OF THE BOARD OF DIRECTORS

22            WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT

COMMITTEES OF THE BOARD OF DIRECTORS

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COMMITTEES OF THE BOARD OF DIRECTORS

24            WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT

COMPENSATION OF DIRECTORS

Compensation of Directors

The table below provides information concerning the compensation of the Company’s non-employee directors for 2021. The Company does not pay employees of the Company additional compensation for their service as directors. Accordingly, this table does not include Mr. Sarver or Mr. Vecchione. Non-employee directors receive annual retainers, committee service retainers, equity grants in the form of restricted Company stock, and amounts for special assignments as determined to be appropriate.

In February 2021, the Board approved the following compensation schedule for non-employee directors. All retainers are paid in quarterly installments and pro-rated as necessary.

Complete beneficial ownership information of Company stock for each of our current directors is provided in this proxy statement on page 56 under the heading, “Security Ownership of Certain Beneficial Owners, Directors and Executive Officers.”

In January 2022, as part of its annual review of director compensation, the Compensation Committee recommended that the director compensation remain at 2021 levels, with a decrease in the number of shares granted based on the increase in the value of the stock price from the prior year. The Board of Directors approved the Compensation Committee’s recommendations and granted 2,296 shares of restricted stock to each director on February 8, 2022, with the shares scheduled to vest on July 1, 2022.

WESTERN ALLIANCE BANCORPORATION 2022 PROXY STATEMENT            25

AUDIT COMMITTEE REPORT

Audit Committee Report