Banc of California taps another investor to join its board

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Banc of California in Irvine has added another big investor to its board.

The $11. 2 billion-asset company said in a press release Friday that Kirk Wycoff will become a director on Feb. 16. Wycoff, who will succeed Chad Brownstein, is a managing partner at Patriot Financial Partners, a Philadelphia private equity fund.

“We know he will contribute substantially to our efforts to continue the growth of the bank throughout California,” Robert Sznewajs, Banc of California’s chairman, said in the release.

Patriot, which has been an investor in Banc of California for three years, owns about 6.2% of the company's stock.

Wycoff said in the release that his firm supports the board’s recent moves to improve corporate governance. "As Patriot has always done with our portfolio companies, we will affirmatively support the collective wisdom of the boards – including my independent views as a director," he added.

Banc of California has had a busy week.

On Wednesday it announced it had appointed Richard Lashley, an activist investor, to take over a director seat that had been held by former CEO Steven Sugarman. Lashley is a managing principal at PL Capital Advisors, which owns about 6.9% of Banc of California’s stock.

Sugarman resigned as chairman and CEO last month.

The company also announced a series of corporate changes, including the adoption of a policy that tightens controls on the outside business activities of officers and employees. The policy bars nonemployee directors from engaging in outside business activities that “create an actual or apparent conflict of interest.”

Moreover, the board revised the company’s stock ownership guidelines, increasing the amount of stock or stock equivalents each nonemployee director must hold. Directors also changed the standard for calling for a special meeting from a third of the board to a minimum of two directors.

A day later, Banc of California said an independent investigation had concluded that it did not violate the law regarding alleged inappropriate relationships with third parties. A final report from a law firm with no previous ties to Banc of California also concluded that Jason Galanis, a financier who was charged last year with defrauding investors, had no indirect or direct control or undue influence over company.

The moves comes just days after another large investor launched a proxy battle in hopes of taking two board seats at the company’s next annual meeting.

Legion Partners Asset Management in Beverly Hills, Calif., disclosed in a recent regulatory filing that it will nominate Roger Ballou, a former chairman of Fox Chase Bancorp, and Marjorie Bowen, a retired investment banker, for director posts. Legion, which owns about 6.6% of the company’s stock, also wants the company to adopt a simple majority vote to amend corporate bylaws.

Legion expressed "serious concerns" about Banc of California’s corporate governance, including the possibility of related-party transactions. The investor has pushed in recent weeks for the board to hire an independent financial adviser and form a special committee "to consider all strategic alternatives … including a possible sale."

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