Attached files
file | filename |
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10-K - FORM 10-K - WESTERN ALLIANCE BANCORPORATION | c97780e10vk.htm |
EX-32 - EXHIBIT 32 - WESTERN ALLIANCE BANCORPORATION | c97780exv32.htm |
EX-23.1 - EXHIBIT 23.1 - WESTERN ALLIANCE BANCORPORATION | c97780exv23w1.htm |
EX-31.1 - EXHIBIT 31.1 - WESTERN ALLIANCE BANCORPORATION | c97780exv31w1.htm |
EX-31.2 - EXHIBIT 31.2 - WESTERN ALLIANCE BANCORPORATION | c97780exv31w2.htm |
EX-99.2 - EXHIBIT 99.2 - WESTERN ALLIANCE BANCORPORATION | c97780exv99w2.htm |
EX-21.1 - EXHIBIT 21.1 - WESTERN ALLIANCE BANCORPORATION | c97780exv21w1.htm |
EX-10.18 - EXHIBIT 10.18 - WESTERN ALLIANCE BANCORPORATION | c97780exv10w18.htm |
EX-10.21 - EXHIBIT 10.21 - WESTERN ALLIANCE BANCORPORATION | c97780exv10w21.htm |
Exhibit 99.1
WESTERN ALLIANCE BANCORPORATION
First Fiscal Year Certification of the Principal Executive Officer
Pursuant to 31 C.F.R. Section 30.15
Fiscal Year Ended December 31, 2009
First Fiscal Year Certification of the Principal Executive Officer
Pursuant to 31 C.F.R. Section 30.15
Fiscal Year Ended December 31, 2009
I, Robert Sarver, Chairman and Chief Executive Officer of Western Alliance
Bancorporation, certify, based on my knowledge, that:
(i) | The compensation committee of Western Alliance Bancorporation has discussed,
reviewed, and evaluated with senior risk officers at least every six months during the
period beginning on September 14, 2009 and ending with the last day of Western Alliance
Bancorporations fiscal year ended December 31, 2009, the senior executive officer (SEO)
compensation plans and employee compensation plans and the risks these plans pose to
Western Alliance Bancorporation; |
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(ii) | The compensation committee of Western Alliance Bancorporation has identified and
limited during the applicable period any features of the SEO compensation plans that
could lead SEOs to take unnecessary and excessive risks that could threaten the value of
Western Alliance Bancorporation, and during that same applicable period has identified
any features of the employee compensation plans that pose risks to Western Alliance
Bancorporation and has limited those features to ensure that Western Alliance
Bancorporation is not unnecessarily exposed to risks; |
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(iii) | The compensation committee has reviewed, at least every six months during the
applicable period, the terms of each employee compensation plan and identified any
features of the plan that could encourage the manipulation of reported earnings of
Western Alliance Bancorporation to enhance the compensation of an employee and has
limited such features; |
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(iv) | The compensation committee of Western Alliance Bancorporation will certify to the
reviews of the SEO compensation plans and employee compensation plans required under (i)
and (iii) above; |
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(v) | The compensation committee of Western Alliance Bancorporation will provide a
narrative description of how it limited during any part of the most recently completed
fiscal year that included a TARP period the features in |
a. SEO compensation plans that could lead SEOs to take unnecessary
and excessive risks that could threaten the value of Western Alliance
Bancorporation;
b. Employee compensation plans that unnecessarily expose Western Alliance
Bancorporation to risks; and
c. Employee compensation plans that could encourage the manipulation of
reported earnings of Western Alliance Bancorporation to enhance the compensation of
an employee;
(vi) | Western Alliance Bancorporation has required that bonus payments, as defined in
the regulations and guidance established under section 111 of EESA (bonus payments), of
the SEOs and twenty next most highly compensated employees be subject to a recovery or
clawback provision during any part of the most recently completed fiscal year that was
a TARP period, to the extent required by the regulations and guidance established under
section 111 of EESA, if the bonus payments were based on materially inaccurate financial
statements or any other materially inaccurate performance metric criteria; |
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(vii) | Western Alliance Bancorporation has prohibited any golden parachute payment, as
defined in the regulations and guidance established under section 111 of EESA, to an SEO
or any of the next five most highly compensated employees during the period beginning on
June 15, 2009 and ending with the last day of Western Alliance Bancorporations fiscal
year ended December 31, 2009; |
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(viii) | Western Alliance Bancorporation has limited bonus payments to its applicable employees
in accordance with section 111 of EESA and the regulations and guidance established
thereunder during the period beginning on June 15, 2009 and ending with the last day of
Western Alliance Bancorporations fiscal year ended December 31, 2009; |
(ix) | The board of directors of Western Alliance Bancorporation established an
excessive or luxury expenditures policy, as defined in the regulations and guidance
established under section 111 of EESA, by September 14, 2009; this policy has been
provided to Treasury and its primary regulatory agency; Western Alliance Bancorporation
and its employees have complied with this policy during the applicable period; and any
expenses that, pursuant to this policy, required approval of the board of directors, a
committee of the board of directors, an SEO, or an executive officer with a similar
level of responsibility, were properly approved; |
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(x) | Western Alliance Bancorporation will permit a non-binding shareholder resolution
in compliance with any applicable Federal securities rules and regulations on the
disclosures provided under the Federal securities laws related to SEO compensation paid
or accrued during the period beginning on June 15, 2009 and ending with the last day of
Western Alliance Bancorporations fiscal year ended December 31, 2009; |
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(xi) | Western Alliance Bancorporation will disclose the amount, nature, and
justification for the offering, during any part of the most recently completed fiscal
year that was a TARP period, of any perquisites, as defined in the regulations and
guidance established under section 111 of EESA, whose total value exceeds $25,000 for
any employee who is subject to the bonus payment limitations identified in paragraph
(viii); |
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(xii) | Western Alliance Bancorporation will disclose whether Western Alliance
Bancorporation, the board of directors of Western Alliance Bancorporation, or the
compensation committee of Western Alliance Bancorporation has engaged during the period
beginning on June 15, 2009 and ending with the last day of Western Alliance
Bancorporations fiscal year ended December 31, 2009, a compensation consultant; and the
services the compensation consultant or any affiliate of the compensation consultant
provided during this period; |
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(xiii) | Western Alliance Bancorporation has prohibited the payment of any gross-ups, as
defined in the regulations and guidance established under section 111 of EESA, to the
SEOs and the next twenty most highly compensated employees during the period beginning
on June 15, 2009 and ending with the last day of Western Alliance Bancorporations
fiscal year ended December 31, 2009; |
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(xiv) | Western Alliance Bancorporation has substantially complied with all other
requirements related to employee compensation that are provided in the agreement between
Western Alliance Bancorporation and Treasury, including any amendments; |
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(xv) | Western Alliance Bancorporation has submitted to Treasury a complete and accurate
list of the SEOs and the twenty next most highly compensated employees for the current
fiscal year (2010) and the most recently completed fiscal year (2009), with the non-SEOs
ranked in descending order of level of annual compensation, and with the name, title and
employer of each SEO and most highly compensated employee identified; and |
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(xvi) | I understand that a knowing and willful false or fraudulent statement made in
connection with this certification may be punished by fine, imprisonment, or both. (See,
for example, 18 USC 1001.) |
By: | /s/ Robert Sarver | |||
Robert Sarver | ||||
Dated: March 1, 2010 | Principal Executive Officer
Western Alliance Bancorporation |
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