Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

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 (Amendment No.           )

Table of Contents

9701 Wilshire Boulevard, Suite 700
Beverly Hills, California 90212

NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS
Monday, May 15, 2017
10:30 a.m. Pacific Time

Place:

Montage Beverly Hills Hotel, 225 North Canon Drive, First Floor Library, Beverly Hills, California 90210

Items of Business:

•

Election of Directors.  To elect eleven (11) members to the Board of Directors of PacWest Bancorp to serve until the 2018 Annual Meeting of Stockholders;



•

Approval of the 2017 Stock Incentive Plan.  To approve the Company's 2017 Stock Incentive Plan;



•

Advisory Vote on Executive Compensation.  To approve, on an advisory basis (non-binding), the compensation of the Company's named executive officers;



•

Advisory Vote on the Frequency of Stockholder Voting on Executive Compensation.  To approve, on an advisory basis (non-binding), whether the frequency of stockholder voting on executive compensation should be held every one, two or three years;



•

Ratification of the Appointment of Independent Auditors.  To ratify the appointment of KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2017;



•

Adjournments.  To consider and act upon a proposal to approve, if necessary, an adjournment or postponement of the 2017 Annual Meeting of Stockholders (the "Annual Meeting") to solicit additional proxies; and



•

Other Business.  To consider and act upon such other business and matters or proposals as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Table of Contents

Who May Vote:

You may vote if you were a stockholder of record on the close of business on March 20, 2017.

YOUR VOTE IS IMPORTANT.

We appreciate you taking the time to vote promptly. After reading the Proxy Statement, please vote at your earliest convenience by telephone, internet, or, if you received printed proxy materials, by completing, signing and returning by mail a proxy card. If you decide to attend the Annual Meeting and would prefer to vote by ballot, your proxy will be revoked automatically and only your vote at the Annual Meeting will be counted. YOUR SHARES CANNOT BE VOTED UNLESS YOU VOTE BY: (1) TELEPHONE, (2) INTERNET, (3) COMPLETING, SIGNING AND RETURNING A PAPER PROXY CARD BY MAIL IF YOU RECEIVED PRINTED PROXY MATERIALS, OR (4) ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON. Please note that all votes cast via telephone or the internet must be cast prior to 11:59 p.m., Eastern Time, on May 14, 2017.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to make sure that your shares are represented at the Annual Meeting. Voting by proxy will not prevent you from voting in person if you choose to attend the Annual Meeting.

If you plan to attend the Annual Meeting, please note that admission will be on a first come, first served basis. You may obtain directions to the Montage Beverly Hills Hotel, 225 North Canon Drive, First Floor Library, Beverly Hills, California 90210 by calling the Montage Beverly Hills Hotel directly at (888) 860-0788. Each stockholder who attends may be asked to present valid picture identification such as a driver's license or passport. Stockholders holding stock in brokerage accounts (street name holders) will also need to bring a copy of a brokerage account statement reflecting stock ownership as of the record date. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting.

Thank you in advance for your cooperation and continued support. We look forward to seeing you at the Annual Meeting.

Beverly Hills, California
March 31, 2017

Table of Contents

TABLE OF CONTENTS

Table of Contents

This summary highlights information contained elsewhere in this Proxy Statement. The Board of Directors of PacWest Bancorp is referred to in this Proxy Statement as "the Board of Directors" or "the Board". PacWest Bancorp is referred to in this Proxy Statement as "PacWest", the "Company", "we" or "our".

This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding the Company's 2016 performance, please review the Company's Annual Report on Form 10-K for the year ended December 31, 2016 (the "Annual Report").

VOTING AND MEETING INFORMATION

Please carefully review the proxy materials for the 2017 Annual Meeting that will be held on May 15, 2017 at 10:30 a.m., Pacific Time, at the Montage Beverly Hills Hotel, and follow the instructions below to cast your vote on all of the voting matters.

You are entitled to vote at the Annual Meeting if you were a stockholder of record at the close of business on March 20, 2017 (the "Record Date"). On the Record Date, there were 119,870,416 shares of common stock outstanding and entitled to vote at the Annual Meeting.

Even if you plan to attend the Annual Meeting in person, please vote right away using one of the following advance voting methods (see page 7 for additional details).

You can vote in advance in one of three ways:

•

Visit the website listed on your proxy card/voting instruction form to vote VIA THE INTERNET;



•

Call the telephone number on your proxy card/voting instruction form to vote BY TELEPHONE; or



•

If you received a paper proxy card or voting instruction form, complete, sign, date and return the proxy card or voting instruction form in the enclosed envelope BY MAIL.

All stockholders of record may vote in person at the Annual Meeting. Beneficial owners may vote in person at the meeting if they have a legal proxy, as described in the response to question 2 on page 7.

Unless you previously elected to receive paper copies of our proxy materials, we are sending our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") that will instruct you on

1

Table of Contents

how to access the proxy materials and proxy card to vote your shares by telephone or over the internet. If you would like to receive a paper copy of our proxy materials free of charge, please follow the instructions included in the Notice.

It is anticipated that the Notice will be mailed to stockholders on or before April 5, 2017.

The Notice, this Proxy Statement and our Annual Report are available at our Investor Relations website at www.pacwestbancorp.com.

The Company had an exceptional year in 2016 in key financial and nonfinancial areas. Our five-year financial performance below also highlights the growth and success of our Company. Our 2016 financial and non-financial highlights are as follows:

•

Net earnings of $2.90 per diluted share, up 4% from 2015;



•

Net loan growth of $978 million, or 7%;



•

Core tax equivalent net interest margin ("NIM") of 5.10%¹;



•

Increased core deposits by $2 billion;



•

Returned $271 million to stockholders through dividends and share repurchases; and



•

Ranked by Forbes magazine as the best performing of the 100 largest publicly-traded U.S. banks in the 2017 list of America's Best Banks.

1

The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding our operational performance and to enhance investors' overall understanding of such financial performance. The methodology for determining these non-GAAP measures may differ among companies.

2

Table of Contents

Stockholders are being asked to vote on the following matters at the Annual Meeting:

The following table provides summary information about each director nominee:

3

Table of Contents

We assess executive performance by analyzing specific, achieved Company financial goals. The Company's executive compensation program balances short and long-term Company performance with long-term stockholder value creation. Executive compensation is directly aligned to the success of the Company and the interests of our stockholders. This alignment is achieved by granting:

•

Approximately 50% of long-term incentive equity awards in the form of performance restricted stock units ("PRSUs") and approximately 50% of long-term incentive equity awards in the form of time-based restricted stock awards ("RSAs");



•

PRSUs are earned based on the following three metrics, all of which are key measures of the Company's financial performance: (i) relative total stockholder return ("Relative TSR"), (ii) diluted earnings per share ("EPS"), and (iii) return on average assets ("ROAA"), in each case as more particularly discussed under "Compensation Discussion and Analysis—2016 Executive Compensation Decisions";



•

Above-target cash incentive compensation is earned only if the Company delivers above-target performance with respect to the following 2016 Performance Measures (the "2016 Performance Measures"): EPS, composite regulatory rating, core deposit growth, and net loan growth; and



•

Below-target cash incentive compensation is earned if the Company delivers below-target performance with respect to the 2016 Performance Measures.

The Company is committed to maintaining strong governance practices, and the Board regularly reviews its governance procedures to ensure compliance with laws, rules and regulations. Our website at www.pacwestbancorp.com includes important information about our policies and Board committee charters, including the Company's Corporate Governance Guidelines (the "Guidelines"), our Code of Business Conduct and Ethics, and all of the Company's Securities and Exchange Commission ("SEC") filings and press releases. Examples of our corporate governance practices include:

•

Annual Election of All Directors



•

Continued Board Recruitment and Refreshment



•

Majority Voting for Directors in Uncontested Elections



•

Lead Independent Director



•

Majority Independent Directors



•

Independent Audit and Compensation, Nominating and Governance Committees



•

Annual Board and Committee Self-Evaluations



•

Annual Board Review of Senior Management Succession Plans



•

Anti-Hedging Policy



•

Active Stockholder Outreach



•

Pay for Performance Philosophy



•

Stock Ownership Guidelines for Executives and Directors

4

Table of Contents

•

Clawback Provisions for Executive Incentive Compensation



•

Double Trigger Change-of-Control Provisions for Stock Awards



•

No Tax Gross-Up Payments

We engage with our stockholders on governance and compensation matters as part of our commitment to continue to be responsive to stockholders and to ensure that our actions are informed by the viewpoints of our investors. In the past year, we spoke to a number of our stockholders to, among other things, ensure our compensation program continues to align executive compensation with stockholder value creation and to ensure we received input from our stockholders on the metrics and tenor of our 2017 Stock Incentive Plan and to address any dilution and burn rate concerns. In addition, we regularly review and improve our pay practices to ensure they are aligned with stockholder interests. Our 2016 "say-on-pay" 96.87% approval vote confirms that our stockholders agree with our compensation principles and process.

Notwithstanding our positive "say-on-pay" vote, we continue to have regular conversations with our stockholders to discuss their perspectives about our executive compensation program, and we routinely incorporate stockholder feedback into aspects of our executive compensation program. Details of our compensation program begin on page 42.

Previous stockholder concerns included the following:

Stockholders are urged to read the Compensation Discussion and Analysis (the "CD&A") section and other information in this Proxy Statement. The Compensation, Nominating and Governance Committee (the "CNG Committee") and the Board believe that the information provided in this section demonstrates that our executive compensation program addresses feedback received from our stockholders and engages and aligns our executives' compensation with the Company's short-term and long-term performance and the creation of long-term stockholder value while, at the same time, providing the compensation and incentives needed to attract, reward, motivate and retain key executives who are critical to executing the Company's strategy for long-term success.

5

Table of Contents

Please see the Information About the Annual Meeting and Voting section beginning on page 7 for important information about the Annual Meeting. The deadlines to submit stockholder proposals for the 2018 Annual Meeting of Stockholders can be found in the "Other Business" section on page 78.

6

Table of Contents

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors to be used at our Annual Meeting and at any postponements or adjournments thereof.

1.  Who is entitled to vote? How many votes am I entitled to?

Only stockholders of record as of the close of business on March 20, 2017 (the "Record Date") may vote at the Annual Meeting. According to Wells Fargo Shareowner Services, our transfer agent, there were 119,870,416 shares of common stock outstanding held by approximately 1,661 stockholders as of the Record Date, excluding 1,537,717 shares of unvested time-based restricted stock.

Each holder of the Company's common stock is entitled to one vote for each share recorded in their name on the books of the Company as of the close of business on the Record Date on any matter submitted to the stockholders for a vote, except that stockholders may vote their shares cumulatively for the election of director nominees if certain conditions are met at the Annual Meeting. Cumulative voting may only be exercised at the Annual Meeting if: (i) the name of the candidate or candidates for whom such votes would be cast has been placed in nomination prior to the voting and (ii) at least one stockholder has given advance notice of his or her intention to cumulate his or her votes. If one of the Company's stockholders gives advance notice of the intention to vote cumulatively, then persons holding the proxies solicited by the Board will exercise his or her cumulative voting rights, at their discretion, to vote the shares they hold in such a way as to ensure the election of as many of the Board's nominees as they deem possible. As of the date of this Proxy Statement, we have not received written notice from any stockholder of his or her intention to vote his or her shares cumulatively.

Cumulative voting provides each stockholder with a number of votes equal to the number of directors to be elected multiplied by the number of shares held by such stockholder, which such stockholder can then vote in favor of one or more director nominees. For example, if you held 100 shares as of the Record Date, you would be entitled to 1,100 votes which you could then distribute among one or more director nominees since there are eleven (11) directors to be elected.

2.  What different methods can I use to vote?

By Telephone or the Internet—Stockholders can vote their shares via telephone or the internet as instructed in the Notice or on the enclosed proxy card if you received a paper copy of the proxy materials. The telephone and internet procedures are designed to authenticate a stockholder's identity, to allow stockholders to vote their shares, and to confirm a stockholder's instructions have been properly recorded. The telephone and internet voting facilities will close at 11:59 p.m., Eastern Time, on May 14, 2017.

By Mail—Stockholders that receive a paper proxy card may vote by completing, signing and dating their proxy cards and mailing them in the pre-addressed envelopes that accompany the delivery of paper proxy cards. Proxy cards submitted by mail must be received by us prior to the Annual Meeting. If your shares are held in street name, you should check with your bank, broker or other agent and follow the voting procedures required by your bank, broker or other agent to vote your shares.

7

Table of Contents

In Person—Shares held in your name as the stockholder of record may be voted by you in person at the Annual Meeting. Shares held beneficially in street name may be voted by you in person at the Annual Meeting only if at the Annual Meeting you provide a legal proxy from the bank, broker or other agent that holds your shares giving you the right to vote the shares.

3.  How many shares must be represented at the Annual Meeting to constitute a "quorum"?

A majority of the outstanding shares of common stock of the Company must be present at the Annual Meeting, either in person or by proxy, to constitute a quorum. There must be a quorum for the Annual Meeting to be held. If you return a signed proxy card, you will be counted as being present, even if you abstain from voting. Broker non-votes will also be counted as being present for purposes of determining a quorum.

4.  What is the vote necessary to approve each of the matters being considered at the Annual Meeting?

The election of director nominees requires the affirmative vote of a majority of the votes cast with respect to such director in an uncontested election (meaning the number of shares voted "for" a nominee must exceed the number of shares voted "against" such nominee). As of the date of this Proxy Statement, none of the director nominees is being contested, but in a contested election (where the number of director nominees exceeds the number of director nominees to be elected) the standard for election of director nominees is a plurality of the votes cast such that the 11 director nominees receiving the greatest numbers of votes "for" will be elected as directors without regard to the number of shares voted against such director nominees. The director nominee proposal and the other matters being considered at the Annual Meeting are set forth below.

Broker non-votes (i.e, proxies from banks, brokers or other nominees indicating that such entities have not received instructions from the beneficial owners or other persons entitled to vote as to a matter which such bank, broker, or other nominee does not have discretionary power to vote) will be treated as "present" for quorum purposes, but will not have an impact on the vote on any proposal.

5.  If I hold shares of PacWest common stock pursuant to the PacWest 401(k) Plan, will I be able to vote?

Yes. You will receive a proxy card for the shares held in your 401(k) plan account which you should return as indicated on the instructions accompanying the proxy card.

8

Table of Contents

6.  Why did I receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy materials?

We sent our stockholders by mail or e-mail a Notice containing instructions on how to access our proxy materials over the internet and vote online. This Notice is not a proxy card and cannot be used to vote your shares. If you received a Notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the Notice or on the website referred to in the Notice.

We provided some of our stockholders with paper copies of the proxy materials instead of the Notice. If you received paper copies of the Notice or proxy materials, we encourage you to help us save money and reduce the environmental impact of delivering paper proxy materials to stockholders by signing up to receive all of your future proxy materials electronically as described below under "How can I receive my proxy materials electronically in the future?".

7.  What is the difference between a stockholder of record and a beneficial owner or shares held in street name?

Stockholder of Record.    If your shares are registered directly in your name with our transfer agent, you are considered a stockholder of record with respect to those shares, and the Notice was sent directly to you by the Company. If you requested printed copies of the proxy materials by mail, you will also receive a proxy card.

Beneficial Owner of Shares Held in Street Name.    If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are a beneficial owner of shares held in "street name", and the Notice was forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization how to vote the shares held in your account.

8.  Why did I receive more than one Notice or multiple proxy cards?

You may receive more than one Notice or multiple proxy cards if you hold your shares in different ways (i.e., joint tenancy, in trust or in custodial accounts). You should vote each proxy that you receive.

9.  How can I receive my proxy materials electronically in the future?

To receive proxy materials electronically by e-mail, follow the instructions described below or on the Notice.

If you received proxy materials by mail and you would like to sign up to receive these materials electronically in the future, please have your proxy card available and register by going to www.proxyvote.com and follow the instructions for requesting meeting materials, call 1-800-579-1639, or contact your brokerage firm, bank, or other similar entity that holds your shares.

If you previously agreed to electronic delivery of our proxy materials, but wish to receive paper copies of these materials for the Annual Meeting or for future meetings, please follow the instructions on the website referred to on the Notice you received.

10.  What do I have to do to vote?

If your shares are registered in your own name with our transfer agent, you may vote by internet or by telephone as indicated on the proxy card. If you received a paper proxy card, you may also vote

9

Table of Contents

by mail by completing, signing and dating the proxy card and returning it in the enclosed postage-paid envelope.

If you mark the proxy card to show how you wish to vote, your shares will be voted as you direct. If you return a signed proxy card but do not mark the proxy card to show how you wish to vote, your shares will be voted as follows:

•

"FOR" the election of each of the director nominees under "PROPOSAL 1—ELECTION OF DIRECTORS";



•

"FOR" the approval of the 2017 Stock Incentive Plan under "PROPOSAL 2—APPROVAL OF THE 2017 Stock Incentive Plan";



•

"FOR" the approval, on an advisory basis (non-binding), of the compensation of the Company's named executive officers under "PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION";



•

"FOR" the approval, on an advisory basis (non-binding), of the annual frequency of stockholder voting on executive compensation under "PROPOSAL 4—ADVISORY VOTE ON THE FREQUENCY OF STOCKHOLDER VOTING ON EXECUTIVE COMPENSATION"; and



•

"FOR" the ratification of the appointment of KPMG LLP as the Company's independent auditors for 2017 under "PROPOSAL 5—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS".

11.  May I revoke or change my vote?

You may change or revoke your vote at any time before it is counted at the Annual Meeting by:

•

Notifying our Corporate Secretary in writing at 9701 Wilshire Boulevard, Suite 700, Beverly Hills, California, 90212 that you wish to revoke your proxy;



•

Submitting a later-dated proxy card;



•

Attending the Annual Meeting and voting in person;



•

Calling the toll-free number on the Notice or proxy card not later than 11:59 p.m., Eastern Time, on May 14, 2017 and following the directions provided; or



•

Going to the website listed on the Notice or proxy card, following the instructions provided and submitting your change no later than 11:59 p.m., Eastern Time, on May 14, 2017.

Attending the Annual Meeting will not automatically revoke your prior proxy. You must comply with one of the methods indicated above in order to revoke your proxy.

If you hold your shares in street name, you should receive a proxy card from your bank or brokerage firm asking you how you want to vote your shares. If you do not receive a proxy card, then you should contact the bank or brokerage firm in whose name your shares are registered and obtain a proxy card from them. Please refer to the information in the materials provided by your bank or brokerage firm for an explanation of how to vote and how to change or revoke your vote and of the effect of not indicating a vote.

12.  How will voting on any other business be conducted?

We do not know of any business to be considered at the Annual Meeting other than the matters listed in this Proxy Statement. For record holders, if any other business is properly presented at the Annual Meeting, including any proposal to adjourn or postpone such Annual Meeting, any of the persons named on the proxy card as your designated proxies may vote on such matter in his or her

10

Table of Contents

discretion. If you hold your shares in street name, please see the materials provided by your bank or brokerage firm for an explanation of how your shares will be voted on any other business.

13.  Who pays the cost of soliciting proxies on behalf of the Company?

The Company pays the cost of preparing, assembling and mailing the proxy materials and soliciting proxies for the Annual Meeting. In addition to the solicitation of proxies by mail, solicitation may be made by certain directors, officers and employees of the Company or its subsidiaries telephonically, electronically or by other means of communication. These directors, officers and employees will receive no additional compensation for their services. We will reimburse brokers and other nominees for costs incurred by them in mailing proxy materials to beneficial owners in accordance with applicable rules.

14.  How do I get more information about the Company?

The Notice provides internet instructions on how to access and review the proxy materials, including our Annual Report that contains our consolidated financial statements. Our Annual Report includes a list of exhibits filed with the SEC but does not include the exhibits.

If you wish to receive copies of the exhibits, please write to the following address:

Investor Relations
PacWest Bancorp
9701 Wilshire Blvd, Suite 700
Beverly Hills, CA 90212

You may also send your request by e-mail to investor-relations@pacwestbancorp.com.

The Company's Annual Report is included with the proxy materials.

15.  What is "householding" and how does it affect me?

Stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Notice unless we are notified that one or more of these stockholders wishes to receive individual copies. This "householding" procedure will reduce our printing costs and postage fees.

Stockholders who participate in householding will continue to receive separate proxy cards. If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the Notice and any accompanying documents, or if you hold Company stock in more than one account, and, in either case, you wish to receive only a single copy of each of these documents for your household, please contact our transfer agent, Wells Fargo Shareowner Services, P.O. Box 64874, St. Paul, Minnesota 55164-0874 or by telephone at 1-800-468-9716.

If you participate in householding and wish to receive a separate copy of the Notice and any accompanying documents, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact Wells Fargo Shareowner Services as indicated above.

If you are a beneficial owner, you can request information about householding from your broker, bank or other holder of record.

11

Table of Contents

​		CORPORATE GOVERNANCE
		In this section, you will find:
		• Governance Framework • Board Committees • Director Compensation • Director Nominees

12

Table of Contents

Governance Framework

The Company is committed to a robust governance framework, and we have adopted the following corporate governance best practices:

•

Directors elected annually



•

Continued Board recruitment and refreshment



•

Majority vote standard for the election of directors in uncontested elections



•

Codified independent lead director role



•

Majority independent directors



•

Independent key committees



•

Annual Board and committee self-assessments



•

Annual Board review of senior management succession plans



•

Anti-hedging policy



•

Active stockholder engagement program



•

Stock-ownership guidelines for our directors and executive officers

Board Leadership Structure

Each year, the Board evaluates the Company's board leadership structure to ensure that it remains an appropriate structure for our Company and stockholders. Our current structure provides for separate roles of the Chairman of the Board and Chief Executive Officer ("CEO"), a lead independent director ("Lead Independent Director") and active, independent directors. We believe this structure provides for open communication between the Board and management and provides the oversight and safeguards necessary to operate our business successfully.

In Mr. Eggemeyer's role as Chairman of the Board, he is responsible for, among other things:

•

chairing meetings of the Company's Board and the annual meeting of stockholders;



•

reviewing and approving Board meeting agendas, meeting schedules and information provided to the Board, and ensuring such information is appropriately disseminated;



•

acting as liaison between the non-management members of the Board and management;



•

meeting periodically with the CEO for informal discussion concerning major issues involving the Company; and

13

Table of Contents

•

providing input to the CNG Committee concerning the performance of the CEO.

Our Lead Independent Director has considerable authority and responsibility, including the following:

•

presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;



•

serving as a liaison between the Chairman and the independent directors;



•

serving as a member of the Executive Committee (see "—Board Committees—Executive Committee" below);



•

reviewing and approving Board meeting agendas, meeting schedules and information provided to the Board;



•

ensuring that matters of concern or of interest to the independent directors are appropriately scheduled for discussion at Board meetings;



•

having the authority to call meetings of the independent directors;



•

being available for consultation and direct communication with stockholders, as appropriate; and



•

performing such other duties as the Chairman or the Board may from time to time delegate or request.

Board Recruitment and Refreshment

The CNG Committee regularly considers the composition of our Board to ensure there is a proper combination of skills and viewpoints. In 2016, the Board conducted a search to identify new director nominee candidates who would enhance the mix of leadership skills and qualifications on our Board. On November 2, 2016, the Board increased its size by one to 13 and filled the vacancy by appointing Ms. Acker to serve on the Board until such time as her successor is duly elected and qualified or until her earlier resignation or removal.

In continuance of our Board refreshment and regular review of our Board composition, the Board reviewed the current Board structure and the prior years' Board composition changes and determined to not nominate Messrs. Fremder and Fitzpatrick for re-election to the Board at the Annual Meeting.

During 2016, the Board met eight times. The independent directors met three times in executive session during 2016, and Mr. Fitzpatrick, the Lead Independent Director, presided over these sessions. In 2016, each director attended at least 75% of the aggregate of the meetings of the Company's Board (held during the period for which he or she has been a director) and the committees on which he or she served (held during the period that he or she served).

The Board's policy regarding director attendance at the Annual Meeting is that directors are encouraged but not required to attend. Five directors attended the 2016 Annual Meeting of Stockholders. The Company makes appropriate arrangements for directors who choose to attend and reimburses directors for reasonable expenses in connection with his or her attendance.

Independent Director Information

In 2016, independent directors comprised a majority of the Board in accordance with the Company's Guidelines. At least annually, the Board, with the assistance of the CNG Committee, evaluates director independence based on the Nasdaq listing standards and applicable SEC rules and regulations.

14

Table of Contents

In February 2017, the Board affirmatively determined, upon the recommendation of the CNG Committee, that each director nominee, with the exceptions of Messrs. Eggemeyer², Pieczynski, Platt³ and Wagner, met the independence requirements of the Nasdaq listing standards and applicable SEC rules and regulations, including the independence requirements for committee membership. In making such determinations, the Board evaluated banking, commercial, service, familial or other transactions involving each director or immediate family member and their related interests and the Company, if any.

In identifying and recommending director nominees, the CNG Committee places primary emphasis on the criteria set forth under "Selection of Directors" in our Guidelines, namely: (i) personal qualities and characteristics, accomplishments and professional reputation; (ii) current knowledge and contacts in the communities in which the Company does business and in the banking industry or other industries relevant to the Company's business; (iii) ability and willingness to commit adequate time to Board and committee matters; (iv) the skills and personality of director nominees with those of other directors in creating a Board that is effective, collegial and responsive to the needs of the Company; (v) diversity of viewpoints, backgrounds, experience and geographical location; and (vi) ability and skill set as well as other relevant experience.

While the CNG Committee does not set specific, minimum qualifications that a director nominee must meet in order for the CNG Committee to recommend the director nominee to the Board, it believes that each director nominee should be evaluated based on his or her individual merits taking into account the needs of the Company and the composition of the Board. Through the Board's annual self-evaluation process, the CNG Committee evaluates the composition of the Board, including whether the diversity of the Board members is appropriate to advise the Company on its risks and opportunities.

Members of the CNG Committee may seek input from other members of the Board in identifying possible candidates, and may, at its discretion, engage one or more search firms to assist in the recruitment of director candidates. The CNG Committee will consider candidates recommended by stockholders against the same criteria as director nominees not proposed by stockholders. Stockholders who wish to submit director nominees for consideration by the CNG Committee for election at our 2018 Annual Meeting of Stockholders should follow the process detailed in the section entitled "Other Business—Director Nominations" on page 79.

Board Committees

Risk Committee

The Board delegates authority to the Risk Committee to oversee specific, risk-related issues while facilitating Board comprehension of the Company's overall risk tolerance and enterprise-wide risk management activities and effectiveness. The Risk Committee approves and periodically reviews the Company's enterprise-wide risk management policies and oversees the implementation of the Company's enterprise-wide risk management framework, including the strategies, policies, procedures and systems established by management to identify, assess, measure and manage the Company's material risk categories, including credit and liquidity risk.

The Risk Committee assists the Board committees that oversee specific risk-related issues and serves as a resource to management and its committees including, but not limited to, the Enterprise Risk Management Steering Committee ("ERMSC"), the Credit Committees, the Model Governance

2

Mr. Eggemeyer will become an independent director in August 2017.

3

Mr. Platt will become an independent director in April 2017.

15

Table of Contents

Committee and the Capital Committee in overseeing risk across the entire Company. The responsibilities of the Risk Committee include, among other things:

•

overseeing management's implementation of an enterprise-wide risk management framework that is commensurate with the Company's structure, risk profile, complexity, activities and size, including the development and implementation of effective policies, processes, and procedures designed to ensure that risks are properly controlled, quantified and within the Company's risk appetite and risk tolerance ranges, and periodically reviewing and evaluating such framework, policies, processes and procedures;



•

approving and periodically reviewing the Company's enterprise-wide risk management policies;



•

at least annually, reviewing and recommending to the Board for approval the Company's annual risk appetite statement and the limits and tolerance ranges within it;



•

reviewing and discussing management's assessment of the Company's aggregate enterprise-wide risk profile and the alignment of the Company's risk profile with the Company's strategic plan, goals and objectives;



•

reviewing reports from management, including the Chief Risk Officer ("CRO"), the Chief Credit Officer ("CCO"), the Chief Financial Officer ("CFO"), and the Capital Committee, and, if appropriate, other Board committees, regarding matters relating to risk management and/or the Company's risk and compliance organization, including those regarding emerging risks and other selected risk topics and/or enterprise-wide risk issues; and



•

overseeing other risk management activities, including internal or external credit review, credit management and administration, allowance for credit losses, lending compliance, capital planning and stress testing, and operations and systems risk.

The Company's CRO, CCO, CFO, and Manager Operations and Systems report on a quarterly basis to the Risk Committee, or more frequently as needed, regarding areas within their supervision that pertain to the Company's risk profile. The Risk Committee also receives reports from the Company's external credit review consultants and those performing internal audit work for the Company.

A copy of our Risk Committee charter, last updated in February 2017, may be obtained on the Company's website at http://www.pacwestbancorp.com under the section entitled "Corporate Governance". During 2016, the Risk Committee met five times.

Asset/Liability Management ("ALM") Committee

The ALM Committee monitors the asset and liability strategies of the Company to ensure compliance with all applicable regulatory and reporting requirements and Company policies. The objective of the Company's ALM policy is: (i) to manage balance sheet and off-balance sheet assets and liabilities in an effort to maximize the spread between interest earned on our interest-earning assets and interest paid on our interest-bearing liabilities, (ii) to maintain acceptable levels of interest rate risk, and (iii) to ensure that the Company has the ability to pay liabilities as they come due and fund continued asset growth. The Company's ALM activities are typically discussed monthly by the executive management members responsible for managing ALM activities. The responsibilities of the ALM Committee include, among other things:

•

Reviewing the Asset/Liability Management Policy, the Investment Policy, the Interbank Liability Policy, and the Contingency Funding Policy;



•

Reviewing with management investment processes and procedures which focus on the strategic directions of the Company;

16

Table of Contents

•

Reviewing the execution of asset/liability management and investment strategies;



•

Reviewing the established monitoring and reporting system which focuses on measuring the Company's exposure to interest rate risk and liquidity position;



•

Monitoring performance of the Bank's investment portfolio and strategies; and



•

Reviewing and approving changes to Treasury policies and recommending approval by the Board.

A copy of our ALM Committee charter, last updated in February 2017, may be obtained on the Company's website at http://www.pacwestbancorp.com under the section entitled "Corporate Governance". During 2016, the ALM Committee met four times.

Audit Committee

The Audit Committee assists the Board in its oversight responsibilities for: (i) the quality and integrity of the Company's financial statements, (ii) the Company's compliance with legal and regulatory requirements, (iii) the independent auditors' qualifications and independence, (iv) the performance of the independent auditors and the Company's internal audit function, and (v) in conjunction with the Company's Risk Committee, the Company's risk management functions. The Board determined that the following nominees to the Audit Committee are financially literate and that each of Messrs. Burke, Carlson, Hosler, and Molvar and Ms. Lester is qualified as an audit committee financial expert with accounting or related financial management expertise, in each case in accordance with the rules of the SEC and the listing standards of Nasdaq. For additional information regarding the background and relevant experience of Messrs. Burke, Carlson, Hosler, and Molvar and Ms. Lester, please see the biographies of director nominees under the section entitled "Proposal 1: Election of Directors" beginning on page 24. Information regarding the functions performed by the Audit Committee is set forth in the "Audit Committee Report" included in this Proxy Statement and in the Audit Committee charter. Mr. Fitzpatrick is currently a member of the Audit Committee.

A copy of our Audit Committee charter, last updated in February 2017, may be obtained on the Company's website at http://www.pacwestbancorp.com under the section entitled "Corporate Governance". During 2016, the Audit Committee met 11 times.

Compensation, Nominating and Governance Committee

The CNG Committee reviews, approves, and makes recommendations to the Board of Directors on matters concerning the compensation and benefits, including equity compensation, of the Company's executive officers and directors. The CNG Committee is responsible for the creation of compensation principles and processes that are designed to balance risk and reward in a way that does not encourage unnecessary risk taking by our employees. The CNG Committee also ensures that our compensation programs are competitive and aligned with the long-term interests of our stockholders. The responsibilities of the CNG Committee include, among other things:

•

Reviewing and approving corporate goals and objectives relevant to the compensation of the CEO, evaluating the performance of the CEO in light of those goals and objectives, and recommending to the Board for determination, the CEO's compensation level based on this evaluation;



•

Determining the compensation of all other executive officers of the Company;



•

Approving any new equity compensation plan or any material change to an existing plan where stockholder approval has not been obtained, making recommendations to the Board with respect to the Company's incentive compensation plans and equity-based plans, and the

17

Table of Contents

Company's 401(k) plan(s) or other employee benefit plans, overseeing the activities of the individuals and committees responsible for administering these plans, and discharging any responsibilities imposed on the Committee by any of these plans;

•

Approving the annual performance measures, performance targets, performance weights, achievement levels and award opportunities under the Company's Executive Incentive Plan;



•

Reviewing, at least annually, all components of compensation of the CEO and executive officers of the Company, including perquisites; and



•

With respect to equity-based compensation, approving grants of equity-based awards.

The CNG Committee engages an independent compensation consultant no less than once every three years, when there is a significant change in the Company or when meaningful changes to compensation or the Company's compensation program are proposed. The CNG Committee reviews both compensation and performance of peer companies as just one among several factors to inform its decision-making process so it can set total compensation levels commensurate with the Company's performance and strategic initiatives. From 2015 through present, Willis Towers Watson ("WTW") has served as the independent compensation consultant to the CNG Committee, and WTW reported directly to the CNG Committee. At the request of the CNG Committee, WTW met with members of management for purposes of gathering information on management proposals and recommendations to be presented to the CNG Committee.

The CNG Committee assists the Board in promoting the best interests of the Company and its stockholders through the implementation of sound corporate governance principles and practices, which helps to frame our organization-wide risk management policies, including oversight of the Company's Clawback Policy and Stock Ownership Guidelines. The CRO, the General Counsel and the Executive Vice President, Human Resources formed a working group to evaluate all incentive-based compensation plans as they pertain to certain groups of employees of the Company. This group regularly reviews Company performance, our compensation principles and processes, trends, regulatory developments, and other topics. This review confirmed that our incentive compensation plans encourage behavior that is within the Company's risk tolerance, are compatible with effective controls and risk management, and are supported by strong corporate governance, including a risk and control monitoring process.

For further information on the Company's processes and procedures for the consideration and determination of director compensation, please see the section entitled "Director Compensation" on page 22. For further information on the Company's processes and procedures for the consideration and determination of executive compensation, please see the section entitled "Compensation Discussion and Analysis" beginning on page 42.

A copy of our CNG Committee charter, last updated in February 2017, may be obtained on the Company's website at http://www.pacwestbancorp.com under the section entitled "Corporate Governance". During 2016, the CNG Committee met six times.

Executive Committee

During 2016, the Executive Committee did not meet. The primary purpose of the Executive Committee is to meet when it is impractical for the full Board to meet and act on behalf of the Board, to the full extent permitted by law. In addition, the Executive Committee is a forum to review other significant matters not addressed by the other Board committees and to make appropriate recommendations to the Board. The Executive Committee has not met since 2012.

18

Table of Contents

Board's Role in Risk Oversight

We believe that effective risk management is of primary importance to the success of our Company because our business exposes us to credit, interest rate, liquidity, compliance, strategic, reputational, legal, human resources, capital, operations, information systems and information technology risks. As a result, we have a comprehensive enterprise-wide risk management process that monitors, evaluates and manages the risks we assume in conducting our activities.

The Board is responsible for overseeing the Company's risk management processes and effectively challenging management's strategic initiatives. Our Board's oversight of risk management is managed through the responsibilities of the following Board standing committees: (i) the Risk Committee, (ii) the ALM Committee, (iii) the Audit Committee, and (iv) the CNG Committee, and each of these committees is responsible for monitoring risks within their areas of responsibility as well as the Company's risks. Each committee reports to the Board, and the Board has overall responsibility for ensuring that overall risk awareness and risk management is appropriate. Our Risk Appetite Statement details the policies and procedures for assessing, measuring and controlling these risks, with key performance indicators tracked quarterly and reported to the Board through a risk dashboard.

The Board engages in regular risk-management discussions with the CEO, CFO, CCO, Manager Operations and Systems, Human Resources, General Counsel, CRO, and other Company officers as the Board may deem appropriate. The Board receives periodic presentations from our various lending business units that include a discussion of the risks specific to each particular lending business unit.

As a general matter, except for cases where a particular committee may choose to meet in executive session, all Board members are invited (but not required) to attend the regular meetings of all Board committees. We believe that this open and collaborative structure provides for a more informed Board and also helps the Board understand and monitor the various internal and external risks to which the Company may be exposed.

Our Company's management is responsible for day-to-day risk management. Our Internal Audit, Risk Management, Information Technology, Human Resources, Legal, and Treasury Departments, among others, monitor Company-wide policies and procedures and the day-to-day risk oversight of the Company. We believe that this approach to risk management adequately addresses the risks facing the Company.

Certain Relationships and Related-Party Transactions

We did not have any related-party transactions in 2016 for which disclosure is required under the rules of the SEC.

Related-Party Transactions Policy

Our Board has adopted a written policy governing the approval of Related-Party Transactions (the "RPT Policy"). "Related-Party Transactions" include any transaction involving a director or director nominee, executive officer, or any of his or her respective immediate family members (each, a "Parent-Related Person"), any entity for which any Parent-Related Person is an executive officer or general partner ("Parent-Related Entity"), any person/entity or affiliated group that beneficiary owns 5% or more of the outstanding shares of Company common stock or any of their immediate family members (a "5% Owner"), and any other entity (i) in which one or more Parent-Related Persons, Parent-Related Entities or 5% Owners individually or in the aggregate (aggregating the interests of all such persons), direct or indirectly, possesses a 10% or greater equity or voting interest, or (ii) that is otherwise controlled by any one or more Parent-Related Persons, Parent-Related Entities or 5%

19

Table of Contents

Owners, individually or in the aggregate.These transactions would need to be disclosed under Item 404(a) of Regulation S-K promulgated by the SEC. Such transactions do not include, however, indemnification payments or compensation paid to directors and executive officers for their services as directors and executive officers.

The RPT Policy prohibits all Related-Party Transactions unless they are approved or ratified by the Audit Committee. Our General Counsel, in consultation with management and outside counsel, analyzes all potential Related-Party Transactions brought to the attention of the Company to determine whether a transaction constitutes a Related-Party Transaction. If a transaction constitutes a Related-Party Transaction, the Audit Committee will review the transaction to determine whether to approve the transaction. In making its determination, the Audit Committee considers several factors including, but not limited to:

•

whether the terms of the Related-Party Transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a Related-Party;



•

whether there are business reasons for the Company to enter into the Related-Party Transaction;



•

whether the Related-Party Transaction would impair the independence of an outside director; and



•

whether the Related-Party Transaction would present an improper conflict of interest for any director or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the director, executive officer or other Related-Party, the direct or indirect nature of the director's, executive officer's or other Related-Party's interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Audit Committee deems relevant.

Any member of the Audit Committee that has an interest in a transaction under review must abstain from voting on the Related-Party Transaction, but may, if the Audit Committee Chairperson requests, participate in the Audit Committee's discussion of the transaction.

Family Relationships

There are no family relationships among any of the directors or executive officers of the Company.

Compensation Committee Interlocks and Insider Participation

During 2016, Messrs. Burke, Hosler, Molvar, and Stine served on the CNG Committee, and Messrs. Fitzpatrick and Matz served on the CNG Committee for part of the year. None of these current or former directors was formerly, or during 2016, an officer or employee of the Company or any of its subsidiaries.

No executive officer of the Company serves on the board of directors of any other company that has one or more executive officers serving as a member of the CNG Committee. In addition, no executive officer of the Company serves as a member of the compensation committee of the board of any other company that has one or more executive officers serving as a member of the Board of Directors or the CNG Committee. No such interlocking relationships existed during 2016.

20

Table of Contents

Nominees

The Board is currently composed of 13 directors, of which 12 directors were elected at the 2016 Annual Meeting of Stockholders held on May 16, 2016, and one director, Ms. Acker, was appointed to the Board at the Board's November 2, 2016 meeting. The Board determined not to nominate Messrs. Fremder or Fitzpatrick for re-election to the Board in 2017 in furtherance of its continued Board refreshment activities.

The 11 director nominees have been recommended by the CNG Committee and approved by the Board as nominees for election to serve as directors of the Company until the 2018 Annual Meeting of Stockholders or until their successors are duly elected and qualified. All director nominees are current directors.

Director Core Competencies

Our Board members represent a mix of experience, tenure, diversity, leadership, skills and qualifications in areas of importance to our Company. The CNG Committee believes the following director qualifications are the most important to oversee the interests of our Company:

Vote Required

In an uncontested election, a director must be elected by a majority of the votes cast with respect to him or her (meaning the number of shares voted "for" a nominee must exceed the number of shares voted "against" such nominee). In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors will be a plurality of the votes cast such that the nominees receiving the greatest number of votes "for" will be elected as directors without regard to the number of shares voted "against" such nominee.

A director who does not receive a majority of the votes cast in an uncontested election must tender his or her resignation to the Board. The CNG Committee will consider the resignation and make a recommendation to the Board whether to accept or reject the resignation or whether other action should be taken. The Board will act on the CNG Committee's recommendation and publicly disclose its decision and the rationale within 90 days from the date the election results are certified. A director who failed to receive a majority of the votes cast will not participate in the Board's decision.

With respect to the election of directors, absent any specific instruction in the proxies solicited by the Board, the proxies will be voted in the sole discretion of the proxy holders to effect the election of all 11 of the Board's nominees. In the event that any of the Board's nominees are unable to serve as directors, it is intended that each proxy will be voted for the election of such substitute nominees, if

21

Table of Contents

any, as shall be designated by the Board. The Company has no reason to believe that any of the nominees will be unable to serve as directors.

The PacWest Board of Directors recommends a vote "FOR" all of the director nominees listed below.

Director Compensation

The CNG Committee evaluates director compensation and compares the compensation of the Company's directors to that offered by peer companies. The CNG Committee recommends to the Board compensation for non-employee directors, and the Board determines director compensation for each fiscal year. The compensation is designed to attract and retain qualified directors and to compensate them for the time and risk associated with being a director. The Company reimburses its directors for reasonable travel, lodging, food and other expenses incurred in connection with their service on the Board and Board committees.

2016 Board compensation was as follows:

•

Annual retainers for Board service:  An annual cash retainer of $172,000 for the Chairman of the Board, $126,000 for the Lead Independent Director and $86,000 for each other non-employee director serving on the Board.



•

Committee Chair Fees:  Annual retainers for the non-employee chairpersons of each of the Board committees (other than the Executive Committee) of $40,000.



•

Equity Grants:  Annual grants of fully-vested shares of Company common stock of approximately $57,000 based on the closing price of Company common stock on the date of the Annual Meeting. The Chairman of the Board receives an additional annual grant of fully-vested shares of Company common stock of approximately $57,000.

Stock Ownership Guidelines for Non-Employee Directors

In an effort to ensure that the interests of our non-employee directors are aligned with our stockholders, in May 2016, the Company established non-employee director stock ownership guidelines that require non-employee directors to own shares equal to five times their annual cash retainer (officers, including those serving as directors, were already subject to stock ownership guidelines). Non-employee directors are expected to meet this requirement within five years of the later of May 16, 2016 or the date of their election or appointment to the Board. If the compliance date were the Record Date, all but two of the non-employee director nominees would meet the stock ownership guidelines for non-employee directors.

22

Table of Contents

The table below presents all compensation paid to non-employee directors of the Company who served during 2016:

2016 Non-Employee Director Compensation Table

23

Table of Contents

Director Nominees

The skills, qualities, attributes and experience of the members of the Board provide the Company with a diverse range of perspectives to effectively address the Company's strategic objectives and represent our stockholders' best interests. The biographies below describe the skills, qualities, attributes and experience of the Board nominees.

24

Table of Contents

25

Table of Contents

26

Table of Contents

27

Table of Contents

28

Table of Contents

29

Table of Contents

​		2017 Stock Incentive Plan
		In this section, you will find:
		• Details of the 2017 Stock Incentive Plan • Background of the Stock Incentive Plan • Types of Stock Awards