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

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Western Alliance Bancorporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

2019 Annual Meeting of Stockholders

DATE AND TIME				LOCATION				RECORD DATE
q				q				q
Tuesday, June 4, 2019   11:00 a.m., local time				One E. Washington Street Suite 1400 Phoenix, Arizona				April 5, 2019

By order of the Board of Directors,

Randall S. Theisen

Secretary

Phoenix, Arizona

April 17, 2019

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 4, 2019: This proxy statement, along with our annual report on Form 10-K for the fiscal year ended December 31, 2018, are available free of charge online at www.proxyvote.com.

ABOUT US

About Western Alliance Bancorporation

With more than $20 billion in assets, Western Alliance Bancorporation (NYSE:WAL) is one of the country’s top-performing banking companies and has ranked in the top 10 on the Forbes “Best Banks in America” list for four consecutive years, 2016-2019. Its primary subsidiary, Western Alliance Bank, Member FDIC, helps business clients realize their growth ambitions with local teams of experienced bankers who deliver superior service and a full spectrum of customized loan, deposit and treasury management capabilities. Business clients also benefit from a powerful array of specialized financial services that provide strong expertise and tailored solutions for a wide variety of industries and sectors. A national presence with a regional footprint, Western Alliance Bank operates individually branded, full-service banking divisions and has offices in key markets nationwide.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            I

INVESTING IN OUR COMMUNITY

Western Alliance people are passionate about improving the quality of life in our local communities. We support affordable housing, education, job creation, workforce development, arts and culture, and so much more.

The bank’s concentrated efforts in small business lending create opportunity that adds economic vitality at every level. And we always dedicate resources, time and talent to high-impact community service organizations that help low- to moderate-income individuals.

				Corporate Philanthropy Award for Community Impact   The bank’s wide-ranging commitment to giving back to its communities earned the prestigious 2018 Corporate Philanthropy Award from the Phoenix Business Journal. The publication honored Alliance Bank of Arizona and Western Alliance for creating positive impacts across Arizona. In just one measure of our engagement, bankers hold leadership positions in 106 charitable and business organizations statewide.
				Green Our Planet   Bank of Nevada partnered with the Green Our Planet conservation organization to bring nutrition, health and business skills to Title I schools in Las Vegas. As part of this “groundbreaking” garden program, students not only grow fresh produce to share with their families, but they also sell vegetables at a student-run farmers market, create business plans and manage money. In a first among Nevada financial institutions, Bank of Nevada earned the Community Award for Financial Education from the American Bankers Association Foundation for being part of this effective program.
				Dollars and Sense   Its just good sense for kids to understand how money works. That’s why Western Alliance devotes substantial funds and volunteer time to helping students from low- and moderate-income families learn the basics of financial literacy. In 2018, our bankers volunteered nearly 2,300 hours to this important cause that has life-long positive impacts.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            II

TABLE OF CONTENTS

GENERAL INFORMATION

PROXY STATEMENT

This proxy statement is being provided to shareholders of Western Alliance Bancorporation (“Company”) for solicitation of proxies on behalf of the Board of Directors of the Company for use at the Annual Meeting of the Stockholders (“Annual Meeting”), and any and all adjournments thereof.

Corporate Governance

Our Board of Directors is responsible for ensuring effective governance over the Company’s affairs. The Company has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics. These documents are available in the Governance Documents section of the Investor Relations page of the Company’s website at www.westernalliancebancorporation.com or, for print copies, by writing to the Company at One E. Washington Street, Suite 1400, Phoenix, Arizona 85004, Attention: Corporate Secretary.

Board Overview

Combining Refreshment and Retention

The Board refreshment process reflects our continued growth as a Company, and our focus on having a Board composed of directors who actively contribute to the evolving needs of the Company, while maintaining the invaluable institutional knowledge brought by more tenured directors.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            1

CORPORATE GOVERNANCE  •  BOARD OVERVIEW

The Right Skills for our Board

As a part of the Board evaluation and director selection processes, the Nominating and Corporate Governance Committee (the “Governance Committee”) maintains a Director Skills Matrix (described further in the “Director Selection Process” section of this proxy statement). The Governance Committee and the Board believe that the director nominees for 2019 provide the Company with the right mix of skills and experience necessary for an optimally functioning Board.

		Strategic Leadership   Experience driving strategic direction and growth of an organization				Operations Management Experience   Experience or expertise in managing the operations of a business or major organization
		Industry Background   Experience in the financial services industry, particularly in the area of commercial banking, and proven knowledge of key customers and/or associated risks.				Public Company Board Service   Experience as a board member of another publicly-traded company
		Financial Acumen   Experience or expertise in financial accounting and reporting or the financial management of a major organization				Corporate Finance & M&A Experience   Experience in corporate lending or borrowing, capital markets transactions, significant mergers or acquisitions, private equity, or investment banking
		Highly Regulated Industry   Experience in a highly regulated industry, such as financial services, gaming, healthcare, pharmaceuticals, etc.				Technology/Information Security Experience   Understanding of information technology systems and development, and/or information security whether through academia or industry experience.
		CEO Leadership   Experience serving as the Chief Executive Officer of a major organization				Geographic Expertise   Knowledge of or experience in a specific geographic area or market in which the Company and its subsidiaries operate.

Board Leadership Structure

In accordance with the Company’s Bylaws, as amended (“Bylaws”), the Chairman of the Board of Directors (the “Chairman”) is a discretionary position whose sole stated duty is to preside at meetings of the Board of Directors and meetings of stockholders, as well as to perform such other duties as assigned to him by the Board of Directors. The Chief Executive Officer (“CEO”) is required to be a member of the Board of Directors, subject to the direction of the Board of Directors, and has general supervision, direction and control of the business and officers of the Company. The positions of Chairman and CEO may be held by the same person or may be held by two people. The Board of Directors does not have a definitive policy on whether the role of the Chairman and the CEO should be separate.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            2

CORPORATE GOVERNANCE  •  BOARD LEADERSHIP STRUCTURE

The Company has a Lead Independent Director, who is selected by the non-management directors, because the Board of Directors believes the position can contribute to improved corporate performance in the following ways: (1) supporting effective communication and building a productive relationship between the CEO and other members of executive management and the Board of Directors; (2) leading the process for improving performance of the Board of Directors; and (3) assisting in a crisis. Bruce Beach has served as the Company’s Lead Independent Director since 2010. In addition to the duties of all directors, the specific responsibilities of the Company’s Lead Independent Director are as provided below:

On April 1, 2018, Robert Sarver stepped down from his position as CEO of the Company and was appointed to the newly created position of Executive Chairman, which encompasses the duties of the Chairman as well as certain other responsibilities. The Governance Committee determined that separating the roles of CEO and Chairman was the best approach to guiding the Company through a successful CEO transition. Mr. Sarver continues to preside over board meetings in his role of Executive Chairman, and the Company continues to utilize a Lead Independent Director due to Mr. Sarver’s ongoing executive duties. The Governance Committee believes this leadership structure is the most appropriate for the Company and its stockholders. The Governance Committee based its determination on a number of reasons, the most significant of which include the following:

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            3

CORPORATE GOVERNANCE  •  DIRECTOR SELECTION PROCESS

Director Selection Process

One of the primary responsibilities of the Governance Committee is to assist the Board of Directors in identifying, and reviewing the qualifications of, prospective directors of the Company. The Board of Directors and the Governance Committee periodically review the appropriate size and composition of the Board of Directors. In considering candidates for the Board of Directors, the Governance Committee considers the entirety of each candidate’s credentials and does not have any specific minimum qualifications that must be met by a Governance Committee-recommended nominee.

The Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Governance Committee has adopted a Director’s Skills & Experience Matrix (the “Skills Matrix”) outlining what it believes to be the key areas of expertise needed from Board members and identifying how each member contributes to the Board’s overall skillset. This practice allows the Governance Committee to assess opportunities to improve the Board’s diversity based on each member’s personal factors and professional characteristics. Using this methodology, the Governance Committee is dedicated to enhancing the skills and talent of its Board by identifying specific areas for improvement, thereby prioritizing the pool of persons considered for new Board positions.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            4

CORPORATE GOVERNANCE  •  DIRECTOR SELECTION PROCESS

New Director Nomination Process

Ms. McFetridge offers the Board significant experience in information technology, including in the areas of ecommerce, payment solutions, data mining and analytics, product development, engineering, and delivery. A full discussion of Ms. McFetridge’s qualifications and biographical details is available on page 10 in the “Board Composition” section of this proxy statement.

Shareholder Recommendations for Nominees

The Governance Committee will consider nominees for directors recommended by stockholders. A stockholder wishing to recommend a director candidate for consideration by the Committee should send such recommendation to the Company’s Corporate Secretary at the address shown on the cover page of this proxy statement, who will then forward it to the Governance Committee. Any such recommendation should include the following minimum information for each director nominee: full name, address and telephone number, age, a description of the candidate’s qualifications for service on the Board of Directors (such as principal occupation and directorships on publicly-held companies during the past five years), the candidate’s written consent to be considered for nomination and to serve if nominated and elected, and the number of shares of Company common stock owned, if any. A stockholder who wishes to nominate an individual as a director candidate at the annual meeting of stockholders, rather than recommend the individual to the Governance Committee as a nominee, must comply with certain advance notice requirements. See “Stockholder Proposals for the 2020 Annual Meeting” on page 64 for more information on these procedures.

If the Governance Committee receives a director nomination from a stockholder or group of stockholders who (individually or in the aggregate) beneficially own greater than 5% of the Company’s outstanding voting stock for at least one year as of the date of such recommendation, the Company, as required by applicable securities law, will identify the candidate and stockholder or group of stockholders recommending the candidate and will disclose in its proxy statement whether the Governance Committee chose to nominate the candidate, as well as certain other information.

Except for Ms. McFetridge, all of the nominees standing for election to the Company’s Board of Directors at this year’s Annual Meeting are current directors. The Governance Committee and the Board of Directors believe that all the nominees satisfy the above described director standards. Accordingly, all of such nominees were approved for election by the Board of Directors, based in part on the recommendation of the Governance Committee. With respect to this year’s Annual Meeting, no nominations for directors were received from stockholders.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            5

CORPORATE GOVERNANCE  •  DIRECTOR EMERITUS

Director Emeritus

Effective as of the date of the Annual Meeting, the Board of Directors has voted to appoint William S. Boyd to the position of Director Emeritus. Accordingly, Mr. Boyd is not standing for re-election to the Board of Directors at the Company’s 2019 Annual Meeting. When appointing Mr. Boyd to the Director Emeritus position, the Board considered Mr. Boyd’s role as the founder of the Company, through the formation of BankWest of Nevada and BankWest Nevada Corporation, his distinguished and loyal service as a member of the Board since the Company’s inception, the unfailing and invaluable leadership Mr. Boyd provided the Company through both prosperous and difficult times, including providing uncommon wisdom and support during the Great Recession, the fact that Mr. Boyd and his family members remain the largest non-institutional investors of the Company, and the continued value the Company and its directors would receive from Mr. Boyd’s participation in Board and Committee discussions on a non-voting basis. The position of Director Emeritus is an uncompensated position that allows Mr. Boyd to participate on a non-voting basis in both Board and Committee meetings.

Board Composition

The Company’s Bylaws provide that the Board of Directors will consist of not less than eight or more than seventeen directors. The Board of Directors may, from time to time, fix the number of directors within these limits. While the Bylaws allow for seventeen directors, at this time, the Governance Committee considers eleven to thirteen directors to be the ideal size for the Company’s Board of Directors. Neither Cary Mack nor Mr. Boyd, each current directors of the Company, are standing for re-election to the Board of Directors at the Company’s 2019 Annual Meeting; however, the Board of Directors has nominated Ms. McFetridge in addition to the twelve directors standing for re-election. Accordingly, effective as of the date of the Annual Meeting, the Board of Directors will set the number of directors at thirteen. At the Annual Meeting, the directors will be elected to serve for one-year terms.

Information regarding each of the Company’s director nominees is set forth below. All ages are provided as of December 31, 2018.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            6

CORPORATE GOVERNANCE  •  BOARD COMPOSITION

Information as to Director Nominees

The Board of Directors has nominated the individuals listed below to be elected as directors at the Annual Meeting. See “Items of Business To Be Acted On At The Meeting – Proposal No. 1 Election of Directors” on page 58. Each of the Company’s current directors also serves a director of the Company’s wholly owned bank subsidiary, Western Alliance Bank. In connection with his or her (re-)election to the Company’s Board of Directors, these nominees will also be (re-)elected to the board of Western Alliance Bank.

BRUCE BEACH, C.P.A.
		CHAIRMAN BeachFleischman PC   Age: 69 Director since: 2005 Lead Independent Director since: 2010 Audit Committee Financial Expert		Committee Membership:   •  Audit Committee   •  Nominating and Corporate Governance Committee

  Qualifications:

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            7

CORPORATE GOVERNANCE  •  BOARD COMPOSITION

HOWARD N. GOULD
		VICE CHAIRMAN CCFW, Inc. dba Carpenter & Company   Age: 69 Director since: 2015		Committee Membership:   •  Risk Committee (Chair)   •  Nominating and Corporate Governance Committee

  Qualifications:

STEVEN J. HILTON
		CHIEF EXECUTIVE OFFICER Meritage Homes Corporation   Age: 57 Director since: 2002		Committee Membership:   •  Finance and Investment Committee

  Qualifications:

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            8

CORPORATE GOVERNANCE  •  BOARD COMPOSITION

MARIANNE BOYD JOHNSON
		VICE CHAIRMAN AND EXECUTIVE VICE PRESIDENT Boyd Gaming Corporation   Age: 60 Director since: 1995 (founding)		Committee Membership:   •  Compensation Committee   •  Risk Committee

  Qualifications:

ROBERT P. LATTA
		SENIOR PARTNER Wilson Sonsini Goodrich & Rosati, PC   Age: 64 Director since: 2015		Committee Membership:   •  Audit Committee   •  Compensation Committee

  Qualifications:

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            9

CORPORATE GOVERNANCE  •  BOARD COMPOSITION

TODD MARSHALL
		PRESIDENT Marshall Management Company   Age: 62 Director since: 1995 (founding)		Committee Membership:   •  Compensation Committee   •  Risk Committee

  Qualifications

  Qualifications

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            10

CORPORATE GOVERNANCE  •  BOARD COMPOSITION

JAMES E. NAVE, D.V.M.
		PRESIDENT & OWNER Tropicana Animal Hospital   Age: 74 Director since: 1995 (founding)		Committee Membership:   •  Compensation Committee (Chair)   •  Finance and Investment Committee

  Qualifications

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            11

CORPORATE GOVERNANCE  •  BOARD COMPOSITION

MICHAEL PATRIARCA
		Age: 68 Director since: 2016		Committee Membership:   •  Audit Committee (Chair)

  Qualifications

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            12

CORPORATE GOVERNANCE  •  BOARD COMPOSITION

ROBERT G. SARVER
		EXECUTIVE CHAIRMAN Western Alliance Bancorporation   Age: 57 Director since: 2002		Committee Membership:   N/A

  Qualifications

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            13

CORPORATE GOVERNANCE  •  BOARD COMPOSITION

DONALD D. SNYDER
		CHAIRMAN The Smith Center for the Performing Arts   Age: 71 Director since: 1997 (founding)		Committee Membership:   •  Nominating and Corporate Governance Committee (Chair)   •  Risk Committee

  Qualifications

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            14

CORPORATE GOVERNANCE  •  BOARD COMPOSITION

SUNG WON SOHN, PH.D.
		PRESIDENT SS Economics LLC   Age: 74 Director since: 2010		Committee Membership:   •  Finance and Investment Committee (Chair)   •  Audit Committee

  Qualifications

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            15

CORPORATE GOVERNANCE  •  BOARD COMPOSITION

KENNETH A. VECCHIONE
		CHIEF EXECUTIVE OFFICER Western Alliance Bancorporation   Age: 64 Director since: 2007		Committee Membership:   •  Finance and Investment Committee

  Qualifications

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            16

CORPORATE GOVERNANCE  •  DIRECTOR INDEPENDENCE

Director Independence

The Company’s common stock is traded on the NYSE. The NYSE’s rules require that a majority of directors of NYSE-listed companies be “independent.” For a director to be “independent” under the NYSE’s rules, the Board of Directors must affirmatively determine that the director has no material relationship with the Company, including its subsidiaries, either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company, and a director must satisfy all categorical standards relating to independence, as set forth in Section 303A of the NYSE Listed Company Manual.

Of the 13 persons nominated for election to the Board of Directors, 10 have been determined by the Board of Directors to be independent under NYSE standards. The Board of Directors based these determinations primarily on the recommendations of the Governance Committee, which performed a detailed review of the Company’s internal records and the responses of the directors to questions regarding employment and compensation history, affiliations and family and other relationships, and on discussions with such directors. As part of its review, the Governance Committee considered, among other things, the nature and extent of each director’s business relationships and transactions with the Company, its subsidiaries, and its executive officers and their affiliated business entities, including personal investment activities, professional services, involvement in charitable or non-profit organizations, and those relationships and transactions described in each of the “Certain Transactions with Related Persons” and the “Certain Business Relationships” sections herein, located on pages 53 and 54, respectively.

Based on these factors, the Board of Directors determined that Messrs. Sarver and Vecchione are not independent because both serve as executive officers of the Company. Likewise, the Board of Directors determined that Mr. Hilton is not currently independent. In evaluating Mr. Hilton’s independence, the Board of Directors considered a number of relevant factors, most significantly, the fact that he is Chairman and CEO of Meritage Homes Corporation (“Meritage”), and that Mr. Sarver serves as a member of the Meritage board of directors. Accordingly, based on Mr. Hilton and Mr. Sarver’s interlocking directorships, and notwithstanding that Mr. Hilton satisfies all of the NYSE’s categorical standards for independence, the Company’s Board of Directors concluded that Mr. Hilton not be deemed an independent director. Meritage has announced Mr. Sarver’s retirement from the Meritage board of directors, effective May 16, 2019, after that date the Board of Directors may re-evaluate its determination.

Meetings of the Board of Directors

The Board of Directors held seven meetings in 2018. Each current director attended at least 75% of the meetings of the Board of Directors and meetings of committees on which he or she served in 2018. The Company invites and encourages all of its directors to attend the Company’s annual meetings of stockholders, and all of the directors attended the 2018 annual meeting of stockholders.

Executive sessions of non-management directors (consisting of all directors other than Messrs. Sarver and Vecchione) and independent directors’ sessions (consisting of all directors other than Messrs. Sarver, Vecchione, and Hilton) are periodically scheduled and held during the Company’s quarterly Board of Directors meetings.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            17

CORPORATE GOVERNANCE  •  BOARD ROLE IN RISK OVERSIGHT

Board Role in Risk Oversight

Under the Company’s governance structure and applicable law, the Board of Directors is ultimately responsible for overseeing the Company’s risk management processes. The Company has adopted a three lines of defense risk management model, and the Board has distributed certain oversight responsibilities to its committees in keeping with the Board’s obligation to oversee and monitor the three lines of defense.

Finally, because the Board of Directors believes that skilled and well-informed directors are vital to effectively fulfilling the governance responsibilities of the Board of Directors, including oversight of the Company’s risk management processes, it has adopted and implemented a formal Director Training and Education Program.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            18

CORPORATE GOVERNANCE  •  NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES

Non-Employee Director Stock Ownership Guidelines

The Board of Directors adopted Stock Ownership Guidelines for directors and executive officers because it believes that it is important to the Company’s future success that senior management and directors own and hold a minimum number of shares of common stock of the Company in order to further align their interests and actions with the interests of the Company’s stockholders. The Stock Ownership Guidelines require non-employee directors to own a minimum number of shares of the Company’s common stock, which is the number of shares having a value at least equal to five times such director’s annual cash compensation as reported in the Company’s most recent proxy statement, based on a rolling six month average of the Company’s share price. The Stock Ownership Guidelines provide for a transition period of five years during which new directors must achieve full compliance with these requirements. The Stock Ownership Guidelines are administered and enforced by the Governance Committee of the Board of Directors, and compliance is monitored and reported to the Committee by the Company’s General Counsel. Each director is in full compliance with these requirements. Stock Ownership Guidelines for the Company’s executive officers can be found on page 33.

The Company understands that hedging and significant amounts of pledging of Company stock by directors and executive officers may skew the alignment of the interests between Company insiders and Company stockholders. Therefore, the Stock Ownership Guidelines specifically prohibit any hedging of Company stock held by directors and executive officers, exclude pledged shares from required ownership levels, and establish both individual and collective maximums on Company shares that may be placed in a margin account or otherwise pledged.

Communication with the Board of Directors and its Committees

Any stockholder or other interested person may communicate with the Board of Directors, a specified director (including the Lead Independent Director), the non-management directors as a group, or a committee of the Board of Directors by directing correspondence to their attention, in care of the Corporate Secretary, Western Alliance Bancorporation, One E. Washington Street, Suite 1400, Phoenix, Arizona 85004. Anyone who wishes to communicate with a specific director, the non-management directors only or a specific committee should send instructions asking that the material be forwarded to the appropriate director, group of directors or committee chairman. All communications so received from stockholders or other interested parties will be forwarded to the director or directors designated.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            19

CORPORATE GOVERNANCE  •  COMMITTEES OF THE BOARD OF DIRECTORS

Committees of the Board of Directors

The Company’s Board of Directors has five standing committees:

Information with respect to each of these committees is set forth below.

The Company may appoint additional, or modify existing, committees of the Board of Directors in the future, including ad hoc committees to address items requiring special attention, such as potential merger or acquisition opportunities, and for purposes of complying with all applicable corporate governance rules of the NYSE. Membership information and charter documents for each of the Company’s five committees listed above are available in the Investors Relations section of the Company’s website at www.westernalliancebancorporation.com. For printed copies of the charters, send a request to the Company at One E. Washington Street, Suite 1400, Phoenix, Arizona 85004, Attention: Corporate Secretary.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            20

CORPORATE GOVERNANCE  •  COMMITTEES OF THE BOARD OF DIRECTORS

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            21

CORPORATE GOVERNANCE  •  COMMITTEES OF THE BOARD OF DIRECTORS

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            22

CORPORATE GOVERNANCE  •  COMMITTEES OF THE BOARD OF DIRECTORS

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            23

CORPORATE GOVERNANCE  •  COMPENSATION OF DIRECTORS

Compensation of Directors

The table below provides information concerning the compensation of the Company’s non-employee directors for 2018. The Company does not pay employees of the Company additional compensation for their service as directors. Accordingly, this table does not include Mr. Sarver or Mr. Vecchione. Non-employee directors receive annual retainers, committee service retainers, equity grants in the form of restricted Company stock, and amounts for special assignments as determined to be appropriate.

In January 2018, the Board approved the following compensation schedule for non-employee directors. All retainers are paid in quarterly installments and pro-rated as necessary.

In addition to the standard director compensation, the Board approved additional compensation for Mr. Patriarca in the amount of $100,000 annually for a special Audit Committee assignment that required significant time outside of the standard meeting schedule. Mr. Patriarca’s special Audit Committee assignment concluded in June of 2018.

Active non-employee directors were each awarded 3,750 shares of restricted stock that fully vested on June 30, 2018.

As of December 31, 2018, none of the directors had outstanding restricted stock awards (“RSAs”).

Complete beneficial ownership information of Company stock for each of our current directors is provided in this proxy statement on page 56 under the heading, “Security Ownership of Certain Beneficial Owners, Directors and Executive Officers.”

In January 2019, as part of its annual review of director compensation, the Compensation Committee recommended that the director compensation remain at 2018 levels, with an increase to the number of shares granted based on the change in the value of the stock price from the prior year. The Board of Directors approved the Compensation Committee’s recommendations and granted 5,000 shares of restricted stock to each director on February 5, 2019, with the shares scheduled to vest on July 1, 2019.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            24

CORPORATE GOVERNANCE  •  AUDIT COMMITTEE REPORT

Audit Committee Report

The Board of Directors of Western Alliance Bancorporation approved the charter of the Company’s Audit Committee on April 27, 2005, and the charter was most recently amended on February 5, 2019. The charter states that the primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing: (i) the Company’s financial reports and other financial information provided by the Company to governmental bodies or the public; (ii) the Company’s systems of internal controls regarding finance, accounting, regulatory compliance and ethics that management and the Board of Directors have established; (iii) the Company’s internal audit function; and (iv) the Company’s auditing, accounting and financial reporting processes. The Audit Committee periodically reports on these and other pertinent matters that come before it to the full Board of Directors.

The following four directors are currently members of the Audit Committee: Messrs. Patriarca (Chairman), Latta, Beach, and Dr. Sohn. The Board of Directors has determined that each member of the Audit Committee satisfies the requirements of the applicable laws and regulations relative to the independence of directors and Audit Committee members, including, without limitation, the requirements of the SEC and the listing standards of the NYSE. The Board of Directors has further determined, in its business judgment, that each member of the Audit Committee is “financially literate” under NYSE listing standards and that Mr. Beach qualifies as an “audit committee financial expert” as defined by the SEC. During 2018, the Audit Committee met twelve times.

While the Audit Committee has the duties and responsibilities set forth in its charter, it is not the responsibility of the Audit Committee to plan or conduct audits, to implement internal controls, or to determine or certify that the Company’s financial statements are complete and accurate or are in compliance with generally accepted accounting principles in the United States of America (“GAAP”). Furthermore, it is not the duty of the Audit Committee to assure compliance with applicable laws, rules, and regulations. These are the duties and responsibilities of management, the Company’s independent registered public accounting firm, and others as described more fully below.

Management is responsible for the Company’s financial reporting process, which includes the preparation of the Company’s financial statements in conformity with GAAP, and the design and operating effectiveness of a system of internal controls and procedures to provide compliance with accounting standards and applicable laws, rules, and regulations. Management is also responsible for bringing appropriate matters to the attention of the Audit Committee and for keeping the Audit Committee informed of matters that management believes require attention, guidance, resolution, or other actions. RSM US LLP, the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and for expressing an opinion on the conformity of the Company’s consolidated financial statements with GAAP.

During the year, the Audit Committee discussed with RSM US LLP and the Company’s internal auditors, with and without management present, the overall scope and plans for their respective audits, the results of their examinations, and their evaluations of the effectiveness of the Company’s internal controls and of the overall quality of the Company’s financial reporting.

The Audit Committee reviewed and discussed the audited consolidated financial statements of the Company for the year ended December 31, 2018 with RSM US LLP, the Company’s independent registered public accounting firm, and management. In addition, the Audit Committee discussed with RSM US LLP those matters required to be discussed under generally accepted auditing standards, including Statement on Auditing Standards No. 1301 (Communication with Audit Committees) as currently in effect.

RSM US LLP has provided to the Audit Committee the written disclosures and the letter required by the PCAOB’s Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, as currently in effect, and the Committee discussed with RSM US LLP any relationships that may impact on the firm’s objectivity and independence and satisfied itself as to the auditors’ independence. In addition, the Audit Committee reviewed and approved the fees paid to RSM US LLP for audit and non-audit related services.

Based on the reviews and discussion referred to above, the Audit Committee approved the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for filing with the SEC.

Submitted by the Audit Committee

Michael Patriarca (Chairman)

Bruce Beach

Robert P. Latta

Sung Won Sohn, Ph.D.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            25

CORPORATE GOVERNANCE  •  AUDIT COMMITTEE REPORT

The foregoing Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference with any previous or future filings by the Company under the Securities Act of 1933 or the Exchange Act except to the extent that the Company specifically incorporates this report therein by reference.

Compensation Committee Matters

The Committee’s Processes and Procedures

The Compensation Committee’s charter is reviewed no less than annually to ensure that the Compensation Committee is fulfilling its duties in aligning the Company’s executive compensation program with the creation of stockholder value. The Board of Directors adopted the Committee’s charter on April 27, 2005, and most recently approved the charter on February 5, 2019.

The Compensation Committee’s charter provides the Compensation Committee with the sole authority and discretion to engage and terminate outside advisors to study and make recommendations regarding director or executive compensation matters, and has the sole authority to approve their fees and other retention terms. In 2018, the Compensation Committee retained Willis Towers Watson (the “Consultant”) as its outside independent compensation consultant to advise it on director and executive compensation matters. In this capacity, the Consultant reported directly to the Committee and provided data, analysis and guidance to assist the Committee in ensuring that the Company’s executive compensation programs and director compensation programs are appropriate, reasonable, and consistent with the Committee’s compensation objectives.

The Compensation Committee works directly with the Consultant to determine the scope of the work needed to assist the Committee in its decision-making processes. The Consultant attended Compensation Committee meetings to present and discuss market data and program design alternatives, and to provide advice and counsel regarding decisions facing the Compensation Committee. The Compensation Committee also meets regularly with the Consultant on an informal basis and without executive management. The Consultant provided no services to the Company other than services that were requested by the Committee; and the independence assessment that the Compensation Committee conducted confirmed that no conflicts of interest existed with respect to the Consultant’s work.

In 2018, the Committee directed the Consultant to provide an update to our peer group and CEO benchmarking and market analysis to inform the Committee’s compensation decisions and recommendations. The Consultant provided an analysis of the Company’s compensation program in comparison to proxy data from the Company’s Peer Group (as defined on page 34) and financial services industry published survey data. The Committee’s decisions with respect to the peer group analysis are discussed on page 34. There were no actions taken directly pursuant to the CEO benchmarking and market analysis, but the Committee used the overall information provided by the Consultant to help inform their related decisions.

The Compensation Committee Chairman works with management to set individual meeting agenda for the Compensation Committee following an overall annual calendar of regular activities. The CEO, the Company’s Chief Human Resources Officer and Deputy General Counsel are the primary representatives of management who interact with the Compensation Committee, and serve as liaisons between the Compensation Committee and Company management. These officers regularly attend Compensation Committee meetings, and provide input and recommendations on compensation matters, as discussed more fully in the “Compensation Discussion and Analysis” below. They work with other senior executives to develop and recommend compensation strategies and practices to the Compensation Committee for its review and approval, including the performance goals and weighting factors used in the Company’s performance-based plans and base salary adjustments for specific officers. The Chief Human Resources Officer also works directly with the Consultant on a variety of Compensation Committee matters and provides administrative support and assistance to the Compensation Committee.

Compensation Committee Interlocks and Insider Participation

Each member of the Compensation Committee is an independent director under standards of the NYSE, is an outside director for purposes of Section 162(m) under the Code, and is a non-employee director under Section 16 of the Exchange Act. No member of the Compensation Committee is a current or former officer or employee of the Company or any subsidiary. No executive officer of the Company serves on the compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving on our board of directors or the Compensation Committee. As of May 16, 2019, no executive officer of the Company will serve on any board that has an executive serving on our Board.

At December 31, 2018, the Company’s executive officers, directors and principal stockholders (and their related interests) were indebted to the Bank in the aggregate amount of approximately $4.6 million. This amount was approximately 0.03% of total gross

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            26

CORPORATE GOVERNANCE  •  COMPENSATION COMMITTEE MATTERS

loans outstanding as of such date. All of the foregoing loans (i) were made in compliance with Regulation O promulgated by the Federal Reserve Board; (ii) were made in the ordinary course of business; (iii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company; and (iv) did not involve more than the normal risk of collectability or present other unfavorable features.

As a group, the Company’s directors and executive officers hold 7.72% of the outstanding common stock of the Company. Additional detail regarding the ownership of each director and executive officer can be found in the beneficial ownership table beginning on page 56.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            27

EXECUTIVE COMPENSATION  •  EXECUTIVE OFFICERS

Executive Compensation

Executive Officers

Executive officers are appointed annually by the Board of Directors. In July 2018, the Board of Directors evaluated the policy making authority of the Company’s senior executive team in light of the Company’s continued growth, and determined that only the following officers serve in a policy making function for the Company: Executive Chairman, CEO, CFO, President, Chief Credit Officer, General Counsel, and Chief Human Resources Officer. Executives in roles outside of these functions continue to serve important roles with the Company and its wholly-owned bank subsidiary. There was a transition in the Chief Credit Officer position early in 2019, with the incumbent, Mr. McAuslan, assuming a more limited role as Chairman of Western Alliance Bank’s Senior Loan Committee, and Mr. Bruckner assuming the role of Chief Credit Officer on April 1, 2019. Mr. McAuslan’s role is no longer an executive officer position; however, because he was one of the three most highly compensated executive officers at year end, other than the two CEOs who served in 2018 and the CFO, his information is included herein. Similarly, Mr. Myers would have been one of the three highest compensated executive officers other than the CEOs and CFO on December 31, 2018, if his role had continued to be an executive officer position after the July 2018 review. Therefore, Messrs. McAuslan and Myers’ information is set forth below with each of the Company’s non-director executive officers. For information regarding Mr. Sarver and Mr. Vecchione see pages 13 and 16, respectively. All ages are provided as of December 31, 2018.

DALE GIBBONS
		VICE CHAIRMAN AND CHIEF FINANCIAL OFFICER   Age: 58   Executive Officer since: 2003		Education:   B.S., Arizona State University   Certification: CPA

  Mr. Gibbons has more than 30 years of experience in commercial banking.

JAMES HAUGHT
		PRESIDENT AND CHIEF OPERATING OFFICER   Age: 50   Executive Officer since: 2017		Education:   B.S., University of Rochester, M.B.A., University of Rhode Island Certifications: CFA and FRM

  Mr. Haught has 20 years of experience in risk and capital management with high-profile financial services and consulting organizations.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            28

EXECUTIVE COMPENSATION  •  EXECUTIVE OFFICERS

TIM R. BRUCKNER
		EXECUTIVE VICE PRESIDENT, CHIEF CREDIT OFFICER   Age: 51   Executive Officer since: 2019		Education:   B.S. Business Administration, University of Nebraska, M.B.A., Creighton University

  Mr. Bruckner has more than 25 years of commercial banking industry experience.

ROBERT R. MCAUSLAN
		CHAIRMAN, SENIOR LOAN COMMITTEE   Age: 70		Education:   B.S., Northeastern University, M.B.A., Wharton Graduate Division, University of Pennsylvania

  Mr. McAuslan has a distinguished Financial Services career, spanning over 30 years across multiple institutions.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            29

EXECUTIVE COMPENSATION  •  EXECUTIVE OFFICERS

BARBARA KENNEDY
		EXECUTIVE VICE PRESIDENT, CHIEF HUMAN RESOURCES OFFICER   Age: 52   Executive Officer since: 2018		Education:   B.A., University of Missouri-Columbia

  Ms. Kennedy has extensive experience in human resources management, specifically in the areas of talent acquisition and management,
  employee relations and total rewards.

RANDALL S. THEISEN
		EXECUTIVE VICE PRESIDENT, CORPORATE SECRETARY AND GENERAL COUNSEL   Age: 60   Executive Officer since: 2013		Education:   B.A., University of Wisconsin-Madison, J.D., Arizona State University

  Mr. Theisen has more than 30 years’ experience in private practice representing financial institutions in banking, corporate and financial services
  law.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            30

EXECUTIVE COMPENSATION  •  EXECUTIVE OFFICERS

DANIEL MYERS
		EXECUTIVE VICE PRESIDENT, NORTHERN CALIFORNIA ADMINISTRATION   Age: 59		Education:   B.A., DePauw University, Graduate of the Pacific Coast Banking School through the University of Washington

  Mr. Myers has worked in commercial banking for over 35 years, exclusively with independent business banks in the San Francisco Bay Area
  and the Silicon Valley region.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            31

EXECUTIVE COMPENSATION  •  COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

The objectives of the Company’s executive compensation programs are to:

The compensation programs are designed to reward and motivate employees, especially our named executive officers, who consistently contribute to the ongoing success of the Company, and who identify and capitalize on opportunities as they arise.

Named Executive Officers for 2018

As used in this proxy statement, the term “named executive officers,” or “NEOs,” includes:

Aligning Executive Compensation with Metrics that Drive Shareholder Value

We believe in aligning our executive compensation with the interests of our shareholders by using a compensation mix of both fixed and variable components, and by delivering value to executives that reward performance. This includes a fixed base salary with benefits and limited executive perquisites and variable components such as our annual bonus plan and long-term equity incentive compensation.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            32

EXECUTIVE COMPENSATION  •  COMPENSATION DISCUSSION AND ANALYSIS

Overview of 2018 Performance and Compensation

In 2018, the Company focused its efforts on managing a successful CEO transition and further strengthening its executive management team. The Company’s overall compensation structure did not change, and continues to strongly link executive pay to performance that benefits shareholders. A significant portion of total direct compensation depends on the Company’s achieving challenging performance targets established in its annual bonus plan and equity awards.

Year-Over-Year Growth
		•  Deposits: +$2.2 billion / 13.0%   •  Loans: +$2.6 billion / 17.3%		•  Net Income: +$110.3 million / 33.9%   •  Earnings per Share: +33.5%

In 2018 the Company achieved another year of record performance. The significant achievements in 2018 include:

The Company did make specific executive compensation decisions outside of its standard annual cycle in order to attract and retain Ms. Kennedy to its leadership team. In addition, the Company made the following noteworthy decisions in 2018:

Compensation Design

The Compensation Committee, on behalf of the Board of Directors, performs responsibilities relating to the compensation of the Company’s directors and executive officers. The Committee seeks to establish total compensation for the Company’s executive officers that is fair, reasonable, competitive in the industry, and aligned with value creation for shareholders. The Company expects that its compensation program will enable it to attract and retain the high quality executive officers required to successfully manage and grow the Company. The Committee, the Board of Directors and management work together to ensure that compensation practices fairly reward executives for leading the Company through uncertain times, achieving predetermined

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            33

EXECUTIVE COMPENSATION  •  COMPENSATION DISCUSSION AND ANALYSIS

performance criteria and implementing sound risk management practices. The Committee also takes action to ensure compensation is appropriately limited when necessary to serve the best interests of the Company or as required by regulatory constraints.

2018 Advisory Vote on Executive Compensation

The Company provides stockholders with the ability to cast an annual advisory vote on the compensation of its executives. Over 97% of voting stockholders voted in favor of the 2017 compensation of the named executive officers as disclosed in the 2018 proxy statement. The Compensation Committee considered the results of the 2018 say-on-pay vote in determining 2019 compensation, but did not make pay changes as a direct result of the advisory vote or feedback from shareholders. The Committee will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions.

Benchmarking of Compensation

The 2018 Peer Group is comprised of 21 banking organizations the Company used to analyze the NEOs’ compensation as compared to market practices. This group of banking companies was compiled by considering all banks with total assets within a range of approximately 0.5 x to 2.5 x the Company’s total assets, and with a commercial banking focus. For compensation purposes, the Committee uses a subset of the larger group of companies that the Company uses for purposes of comparing financial and stock performance.

The Company believed the Peer Group to be representative of those companies that are regional leaders in their markets and with which the Company competes for executive talent. The members of the 2018 Peer Group were:

The Compensation Committee reviewed the Company’s Peer Group with the Consultant in 2018 to ensure that the Peer Group continues to be appropriate in light of the Company’s continued growth. After discussing potential alterations to the current Peer Group with the Consultant, the Compensation Committee approved modifying the Peer Group for 2019 by removing BancorpSouth Bank, CVB Financial Corp., Trustmark Corporation and Washington Federal, Inc., and including First Horizon, Pacific Premier Bancorp, Inc. and SVB Financial Group.

Peer Group information is an important part of the analysis the Consultant provides to the Committee so that the Company can maintain executive compensation strategies that are competitive and ensure that compensation is adequate to retain and motivate key executives.

The Compensation Committee believes that its executive officers should receive total compensation that is competitive with comparable employers in the financial services industry and closely aligned with both the Company’s short-term and long-term performance, while at the same time complying with applicable regulatory requirements. The Compensation Committee seeks to provide compensation targeted to reflect the value and performance of executives in the market. Actual total direct compensation for executives may vary as necessary based on recommendations of the CEO, direction from the Board of Directors, performance of the Company or any subsidiary or division, individual performance, the experience level of individual executives, internal equity considerations, acquisition-related commitments, external market factors, and similar considerations.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            34

EXECUTIVE COMPENSATION  •  COMPENSATION DISCUSSION AND ANALYSIS

Elements of Executive Compensation

The principal elements of the Company’s compensation program for NEOs during 2018 consisted of:

The Compensation Committee reviews and approves final payment packages for all executive officers except for the CEO and Executive Chairman, whose compensation is recommended by the Compensation Committee and approved by the Board of Directors. In evaluating and approving the compensation of executive officers, other than the CEO and Executive Chairman, the Compensation Committee receives input from Messrs. Vecchione and Sarver and considers its own assessment of their performance as it has frequent exposure to these officers.

Annual Base Salary

The Company views a competitive annual base salary as a crucial component to attract and retain executive talent. In 2018, the Board of Directors determined the base salaries for Messrs. Vecchione and Sarver after reviewing the Compensation Committee’s analysis. The Compensation Committee determines the base salaries for other executive officers (including the NEOs) after considering the Consultant’s analysis, recommendations from Messrs. Vecchione and Sarver, and making its own assessments regarding individual performance, experience and other factors.

2018 Salary Determination

In January 2018, the Compensation Committee reviewed Mr. Sarver’s 2017 performance and the transition plan for the new Executive Chairman position, which went into effect on April 1, 2018. The Consultant also provided the Compensation Committee with information about similar situations in the labor market and peer approaches. The Committee determined that Mr. Sarver will continue to be engaged in the success of the Company, particularly on strategic matters. In recognition of Mr. Sarver’s outstanding performance in 2017, as well as his ongoing engagement and commitment to the Company’s success, the Committee determined a base salary of $900,000 was appropriate for Mr. Sarver’s Executive Chairman duties. The Committee believes that this level of compensation reflects the value and experience Mr. Sarver continues to provide to the Company.

In connection with Mr. Sarver’s transition to Executive Chairman, the Company promoted Mr. Vecchione to the role of CEO. As provided for in Mr. Vecchione’s Offer Letter, Mr. Vecchione’s base salary was increased by 10% in 2018 to $1,100,000. The increases in Mr. Vecchione’s salary, as provided under the Offer Letter, were included with the understanding that Mr. Vecchione’s responsibilities with the Company would significantly increase as part of his transition into the role of CEO. With respect to Mr. Gibbons, the Compensation Committee decided upon a base salary increase of 12.5%, to $675,000, based on the recommendation of Messrs. Vecchione and Sarver, and in recognition of Mr. Gibbons’ continued contributions to the Company’s success. Similarly, the Compensation Committee approved a base salary of $625,000 for Mr. Haught in recognition of the duties and responsibilities inherent in his role as President and Chief Operating Officer. The Compensation Committee approved a base salary of $400,000 for Mr. McAuslan in recognition of the duties and responsibilities inherent in his role as Chief Credit Officer. Mr. Myers received a base salary increase of $15,000, as established by his employment agreement, bringing his base salary to $480,000 for 2018.

In April 2018, Ms. Kennedy joined the Company as Chief Human Resources Officer and the Compensation Committee determined that a salary of $355,000 was appropriate in consideration of the experience she will bring to the leadership team.

WESTERN ALLIANCE BANCORPORATION 2019 PROXY STATEMENT            35

EXECUTIVE COMPENSATION  •  COMPENSATION DISCUSSION AND ANALYSIS

2019 Salary Determination

In January 2019, the Compensation Committee reviewed the base salary for all Executive Officers and Mr. Myers. The base pay increase for Mr. Vecchione was previously approved by the full Board of Directors as part of Mr. Vecchione’s Offer Letter. When evaluated in context of our peer companies and the continued success of the Company, the Compensation Committee approved the following merit based salary increases for the NEOs in 2019. As of April 1, 2019, Mr. McAuslan will receive 60% of the base salary approved below ($247,200) to reflect his more limited role as Chairman of the Senior Loan Committee.