DEF: Pacific Premier Bancorp Seeks Stockholder Approval for Amended Incentive Plan, Ratification of Auditor

Pacific Premier Bancorp is asking stockholders to approve an amendment to its long-term incentive plan and ratify the appointment of Deloitte & Touche LLP as its independent auditor for the fiscal year ending December 31, 2025.

Summary

• Pacific Premier Bancorp, Inc. is seeking stockholder approval for several key proposals at its upcoming 2025 Annual Meeting.
• The proposals include the election of eleven directors, an advisory vote on executive compensation, approval of an amendment to the 2022 Long-Term Incentive Plan, and ratification of Deloitte & Touche LLP as the company's independent auditor for the fiscal year ending December 31, 2025.
• The company highlights its 2024 performance, including a return on average assets of 0.86%, a total risk-based capital ratio of 20.28%, and a tangible common equity to tangible assets ratio of 11.92%.
• The company returned $127.1 million of capital to stockholders through its dividend program.
• The company's non-performing assets to total assets ratio was 0.16%.
• The company's cost of deposits was 1.74% and the loan-to-deposit ratio was 83%.
• The company executed on a subsidiary bank charter conversion to a national banking association.
• The company engaged with institutional stockholders, representing approximately 80% of outstanding shares, to gather feedback on various topics, including board oversight, business strategy, and executive compensation.
• The company is asking stockholders to approve an amendment to the Pacific Premier Bancorp, Inc. Amended and Restated 2022 Long-Term Incentive Plan to increase by 2,000,000 the number of shares reserved for issuance under the 2022 Plan.
• The company is seeking ratification of Deloitte & Touche LLP as its independent auditor for the 2025 fiscal year; for 2024, the total fees for services provided by Deloitte & Touche LLP were $2,371,238.

Sentiment

Score: 7

Explanation: The document presents a balanced view, highlighting both achievements and challenges. The company's strong capital position and asset quality are positive, but the challenging economic environment and strategic shifts create some uncertainty. The overall tone is cautiously optimistic.

Positives

• The company's capital levels remain among the strongest in the industry.
• The company's asset quality remained strong throughout 2024, with nonperforming assets near historical lows.
• The company has a well-controlled cost of deposits and enhanced liquidity.
• The company has a strong history of stockholder engagement and incorporates feedback into its decisions.
• The company is committed to corporate responsibility and has achieved important milestones in its efforts.

Risks

• The document mentions that 2024 was marked by elevated interest rates, heightened regulatory expectations, and broader uncertainty related to the 2024 U.S. presidential election, all of which brought challenging dynamics to the market.
• The document mentions that the company's strategic shift beginning in late 2022 on preserving and growing capital, prioritizing liquidity, prudently managing credit risk and protecting franchise value by focusing on our client relationships, emphasizing non-interest-bearing deposits, and keeping overall deposit costs low relative to our peers pressured our earnings profile and negatively impacted our NEOs long-term performance-based equity incentive awards for the three-year performance period ending December 31, 2024.

Future Outlook

The company anticipates that its strategic shift to deploy excess capital into increasing loan production with attractive risk-adjusted yield will positively affect its earnings profile in future periods.

Industry Context

The document compares Pacific Premier Bancorp's performance against the KBW Regional Bank Index (KRX), a key industry benchmark, and mentions that the majority of the peer group used for executive compensation analysis are members of the KRX.

Comparison to Industry Standards

• The company's capital levels are among the highest of its peers.
• The company's asset quality is strong compared to its peers.
• The company's cost of deposits is well-controlled compared to its peers.
• The company compares its financial performance and risk management metrics against the KBW Regional Bank Index (KRX), which is comprised of 50 publicly traded smallto mid-cap U.S. regional banks.
• The company's peer group for executive compensation benchmarking includes Ameris Bancorp, Atlantic Union Bankshares Corporation, Bank OZK, BankUnited, Inc., Banner Corporation, Cathay General Bancorp, Columbia Banking System, Inc., Commerce Bancshares, Inc., CVB Financial Corp., First Financial Bancorp., F.N.B. Corporation, Heartland Financial USA, Inc., Hilltop Holdings, Inc., Hope Bancorp, Inc., Independent Bank Group, Inc., Pinnacle Financial Partners, Inc., Prosperity Bancshares, Inc., Texas Capital Bancshares, Inc., UMB Financial Corporation, Valley National Bancorp, Washington Federal, Inc., and Western Alliance Bancorporation.

Related Party Transactions

• Certain officers and directors, as well as their immediate family members and affiliates, are customers of, or have had transactions with us in the ordinary course of business.
• Related party transactions are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to us, and do not involve more than normal risk of collectability or present other features unfavorable to us.

Stakeholder Impact

• The company's performance and strategic decisions impact shareholders, employees, customers, and the communities it serves.
• The company's corporate responsibility efforts aim to benefit stakeholders through financial inclusion, community support, and environmental sustainability.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company intends to publish its 2024 Corporate Social Responsibility Report (CSR Report) during the third quarter of 2025.

Key Dates

Keywords

proxy statement, directors, executive compensation, incentive plan, Deloitte, auditor, stockholders, governance, financial performance, capital, risk management, liquidity, PPBI