WESTERN ALLIANCE (WAL)
Sector: Financials
2026 Annual Meeting Analysis
WESTERN ALLIANCE · Meeting: June 10, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured independent board chair with deep financial expertise (CPA, 45+ years public accounting); WAL's 3-year return of +111.5% outpaces the QABA benchmark by +47.0pp, well below the 65pp trigger threshold for strong positive TSR; no overboarding, attendance, or independence concerns.
Retired public company CFO with extensive audit committee experience; WAL's 3-year outperformance vs. QABA (+47.0pp) does not trigger the 65pp threshold; no independence, attendance, or overboarding concerns identified.
Director since 2024, joined within the last 24 months and is therefore exempt from the TSR performance trigger; brings nearly 40 years of commercial real estate and credit expertise relevant to WAL's business.
Director since 2024, joined within the last 24 months and is therefore exempt from the TSR performance trigger; former CFO of Ally Financial with deep financial institution expertise highly relevant to WAL's oversight needs.
Director since 2024, joined within the last 24 months and is therefore exempt from the TSR performance trigger; brings portfolio management and public company audit committee experience; serves as audit committee financial expert.
Founding director (1995) with extensive public company board experience in a regulated industry; WAL's 3-year return of +111.5% outpaces QABA by +47.0pp, well below the 65pp trigger threshold; no overboarding or attendance concerns.
Director since 2015 with significant corporate governance and transactional law experience; WAL's 3-year outperformance vs. QABA (+47.0pp) does not meet the 65pp underperformance threshold; no independence or attendance concerns.
Director since 2023, with tenure covering less than the full 3-year measurement window; WAL's 3-year return substantially outperforms QABA in any case; brings 30+ years of financial services and mortgage banking expertise.
Director since December 2025, joined within the last 24 months and is fully exempt from the TSR trigger; brings critical cybersecurity and technology risk expertise as WAL establishes a new Technology & Cybersecurity Committee.
Director since 2020 with over 30 years in public accounting at a Big 4 firm; WAL's 3-year return of +111.5% outpaces QABA by +47.0pp, well below the 65pp trigger threshold; serves as audit committee financial expert.
Founding director (1997) with extensive banking, regulatory, and governance leadership experience; WAL's 3-year outperformance vs. QABA (+47.0pp) does not meet the 65pp trigger threshold; no overboarding or attendance concerns.
Director since December 2025, joined within the last 24 months and is fully exempt from the TSR trigger; brings four decades of bank risk management and regulatory oversight experience as a former Chief Risk Officer at Truist Financial.
CEO and director since 2007; WAL's 3-year price return of +111.5% outpaces QABA by +47.0pp, well below the 65pp trigger threshold applicable at this positive TSR level; no independence concerns as an executive director and no overboarding issues.
All 13 director nominees receive a FOR vote. WAL's 3-year total return of +111.5% outperforms the QABA community bank benchmark by +47.0 percentage points, which is well below the 65pp underperformance threshold required to trigger an against vote at this level of positive absolute return. Four directors (Guggenheim, Halmy, Jammet, Papay, and Starnes) joined within the past 24 months and are exempt from the TSR trigger entirely. The board discloses a skills matrix, all committees are fully independent, audit committee members hold appropriate financial expertise, and attendance was 100% for all directors in 2025.
Say on Pay
✓ FORCEO
KENNETH VECCHIONE
Total Comp
$10,969,236
Prior Support
N/A
CEO Kenneth Vecchione received total compensation of approximately $10.97 million in 2025, which is reasonable for a CEO of a regional bank with $92.8 billion in assets generating $991 million in net income and 23% EPS growth; the pay level is not materially above benchmark for a bank of this size. The pay structure is appropriately variable: base salary of $1.5 million represents roughly 14% of total compensation, with the remaining 86% consisting of performance-based equity awards (including performance stock awards tied to relative ROE and relative TSR) and annual bonus, well exceeding the 50-60% variable pay requirement. The 2025 annual bonus paid at 150% of target driven by record financial results, and the company's stock appreciated approximately 33% in 2025, demonstrating reasonable alignment between incentive payouts and shareholder outcomes.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
32 yrs
Audit Fees
$4,527,965
Non-Audit Fees
$358,124
Non-audit fees (audit-related fees of $68,250 plus all other fees of $289,874, totaling $358,124) represent approximately 7.9% of audit fees of $4,527,965, well below the 50% threshold that would raise independence concerns. Although RSM US LLP has served WAL since 1994 — a tenure of approximately 32 years that exceeds the 25-year flag threshold — the Audit Committee has actively overseen the relationship, confirmed auditor independence, and the proxy discloses robust pre-approval policies; this is noted as a concern but the tenure trigger alone is not sufficient to override in the absence of other red flags such as restatements or non-audit fee excess. WAL is an $8.7B market cap company and RSM is a large national firm with the capacity and expertise appropriate for a bank of this size.
Overall Assessment
The 2026 Western Alliance annual meeting presents a clean ballot with three standard proposals: election of 13 directors, ratification of RSM US LLP as auditor, and an advisory vote on executive compensation. All proposals receive a FOR vote — the director slate is well-qualified with no TSR underperformance concerns (WAL outperforms QABA by 47pp over three years), the auditor's non-audit fees are modest at under 8% of audit fees (though the 32-year tenure is flagged as a concern), and the CEO's pay program is heavily variable and aligned with strong 2025 financial and stock performance.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing