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  x☒                            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):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 17, 2016

To the Stockholders of Western Alliance Bancorporation:

The2020 Annual Meeting of Stockholders (“Annual Meeting”) of Western Alliance Bancorporation (“Company”) will be held at the Company’s headquarters at One E. Washington Street, Suite 1400, Phoenix, Arizona 85004 on Tuesday, May 17, 2016, at 11:00 a.m., local time, for the following purposes:

	1.
DATE AND TIME				LOCATION				RECORD DATE
Thursday, June 11, 2020   11:00 a.m., local time				One E. Washington Street Suite 1400 Phoenix, Arizona*				April 13, 2020

Only stockholders of record at the close of business on March 31, 2016, will be entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder at the offices of the Company for a period of ten days prior to the Annual Meeting until the close of such meeting.

Your vote is important. Even if you plan to attend the Annual Meeting in person, please vote your shares of the Company’s common stock in one of these ways: (1) use the toll-free telephone number shown on the proxy card; (2) visit the website listed on the proxy card; or (3) mark, sign, date and promptly return the proxy card to the address provided. If you attend the Annual Meeting, you may revoke your proxy and vote your shares in person.

By order of the Board of Directors,

Randall S. Theisen

Secretary

Phoenix, Arizona

April 15, 201627, 2020

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 17, 2016:June 11, 2020: This proxy statement, along with our annual report on Form 10-K for the fiscal year ended December 31, 2015,2019, are available free of charge online atwww.proxyvote.com. www.proxyvote.com.

TABLE OF CONTENTS

WESTERN ALLIANCE | ABOUT US

WESTERN ALLIANCE PERFORMANCE

With more than $27 billion in assets, Western Alliance Bancorporation (NYSE:WAL) is one of the country’s top-performing bank holding companies, according to Bank Director Magazine and S&P Global, and has ranked in the top 10 on the Forbes “Best Banks in America” list for five consecutive years, 2016-2020. 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.

Top Performing Commercial Client Focused Bank

We believe shareholder value is deeply correlated to loan, deposit and revenue growth, outstanding asset quality, and predictable and sustainable earnings.

KEY

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WESTERN ALLIANCE | ABOUT US

STRATEGIC

WESTERN ALLIANCE BANCORPORATION 2020 PROXY STATEMENT            ii

WESTERN ALLIANCE | ABOUT US

A Decade of Western Alliance

Corporate Governance Milestones

iii            WESTERN ALLIANCE BANCORPORATION 2020 PROXY STATEMENT

WESTERN ALLIANCE | ABOUT US

SHAREHOLDER ENGAGEMENT

We maintain an ongoing, proactive outreach effort with our shareholders in a variety of ways. Throughout the year, our Investor Relations team and business leaders regularly meet with current shareholders, prospective investors, and investment analysts. These meetings often include our CEO, CFO, or line of business leaders in order to engage shareholders and solicit feedback on various topics relevant to the Company’s performance and strategy.

Since Q4 2018, as part of our proactive shareholder engagement strategy, in addition to attending numerous investment analyst-sponsored industry conferences, management undertook five separate trips to nine major US cities in order to meet in-person with more than 50 existing and prospective investors. The feedback received from our shareholders is communicated to business leaders and the Board, and helps inform our business decisions and strategy, when appropriate.

ENGAGEMENT

WESTERN ALLIANCE BANCORPORATION 2020 PROXY STATEMENT            iv

WESTERN ALLIANCE | ENVIRONMENTAL, SOCIAL & GOVERNANCE

CORPORATE RESPONSIBILITY: WHO WE ARE

For Our
Community
		Affordable Housing •  We made General Information$296.1 million in total loans and investmentssupporting affordable and low-income housing projects in 2019 alone. •  In 2019, employees provided4,132 community service hours* assisting first time homeowners who are eligible to receive down payment assistance through the Federal Home Loan Affordable Housing Programs. •  We partner with the Federal Home Loan Bank to assist low to moderate income families with acquiring a down payment toward the purchase of a home, for a total of over$3.2 million dollars during 2019. Western Alliance Bank is the largest provider of these grants year after year in all of Arizona, California, and Nevada.
		Small Businesses •  $384.1 million total loans in support of small businesses in 2019. •  Invested $6.0 millionin Small Business Investment Companies in 2019. •  We provided$3.0 millionin loans and purchased$5.0 millionin small business loans by partnering with Community Development Financial Institutions to provide loans or capital to small businesses.
		Education •  We underwrite the Financial Cents digital financial education program and provide it to 28 Title 1 schools. In 2019, the program provided11,429 hours of financial literacy training to2,717 students. Students’ test scores indicated that their financial knowledge improved78%. •  Employees provided1,870 service hours* teaching financial literacy to19,271 students at Title 1 schools.

For Our
Environment
		Reduce •  Through the adoption of drinking water filtration systems, which we have implemented at95% of our locations, we have significantly reduced our use of plastic water bottles. As part of the roll out, and in celebration of our reaching $25B in assets, each employee received a reusable cup to reduce single-use cups in our locations.
		Reuse •  When renovating or opening new facilities, we capitalize on opportunities to refinish or reuse furniture, which reduces costs and diverts materials from landfills.
		Recycle •  Active recycling programs exist at95% of our locations, targeting100% by June 30, 2020.
		Environmental Risk •  Our Environmental Risk Officer has nearlytwo decades of experience performing environmental risk assessments in the private, municipal, and government sectors, and most recently served as the ERO for GE Capital-Franchise Finance. •  Through the adoption and consistent application of our Environmental Risk Policies and Procedures, we are able to identify environmental risks, establish mitigants and perform thorough due diligence. •  When environmental problems are identified, we require remediation and cleanup of properties as necessary to protect both ourselves and the environment at large.

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WESTERN ALLIANCE | ENVIRONMENTAL, SOCIAL & GOVERNANCE

OUR CULTURE

People are the foundation of Western Alliance and we invest in their success. Our people are committed to our clients’ success and, by putting clients first, we create strong shareholderPerformance. This leads to tremendousPossibilities to fuel client growth and support our communities, and in turn provide expanding opportunities to attract and retain ourPeople.

Our Values Drive Us

Integrity

We expect everyone to apply high ethical standards and sound judgment in all we do.

Creativity

We are all part of an environment that welcomes new ideas and prizes creative, strategic thinking to benefit customers and our commitment to relationship banking.

Teamwork

We work together across departments, specialty areas and geographies in a productive, collaborative way that forwards the interests of clients and the bank.

Passion

Our passion motivates us to overcome obstacles, think big and do more.

Excellence

We strive to deliver strong performance and excellence in everything we undertake.

WESTERN ALLIANCE BANCORPORATION 2020 PROXY STATEMENT            vi

WESTERN ALLIANCE | ENVIRONMENTAL, SOCIAL & GOVERNANCE

OUR PEOPLE

Benefits				Diversity and Inclusion				Employee Retention and Investment
Our people also enjoy: Generous Vacation Policy 11 Paid Holidays New Parent Flex Time 75% 401k Match of the First 6%				In 2019, we rolled out small group D&I trainings across the organization, and are on track for 100% completion in 2020.				We seek to source openings at all levels from the promotion of internal candidates through succession planning. Developing our people is our priority.

OUR PEOPLE PARTICIPATE IN OUR SUCCESS Percentage of Our People Eligible
This is the same Annual Bonus Plan Executives Participate in and can pay out at up to 150% of target.		Stock Grants ensure our people’s interests and our shareholders’ interests are aligned.		Our people are automatically enrolled in our 401(k) Plan, and we have a 92% participation rate.

vii            WESTERN ALLIANCE BANCORPORATION 2020 PROXY STATEMENT

WESTERN ALLIANCE | ENVIRONMENTAL, SOCIAL & GOVERNANCE

OUR BOARD

Board Refreshment and Diversity				Board Best Practices				Board and Committee Meetings in Fiscal 2019
New Director Nominees in 2020: Juan Figuereo Bryan Segedi				Our Leadership: Robert Sarver Executive Chairman Kenneth A. Vecchione Chief Executive Officer Bruce Beach Lead Independent Director				Committee Meetings: Audit – 11 Governance – 7 Compensation – 10 Risk – 8 Finance and Investment – 6

Evaluating and Improving Board Performance		Aligning Director and Shareholder Interest
Board Orientation Yes		Director Stock Ownership Guidelines Yes

WESTERN ALLIANCE BANCORPORATION 2020 PROXY STATEMENT            viii

TABLE OF CONTENTS

GENERAL INFORMATION

BOARD OVERVIEW

PROXY STATEMENT

General Information

This proxy statement is being provided to stockholders 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 Stockholders (“Annual Meeting”) to be held at the Company’s headquartersheadquarters* at One E. Washington Street, Suite 1400, Phoenix, Arizona 85004, at 11:00 a.m., local time, on Tuesday, May 17, 2016,Thursday, June 11, 2020, and any and all adjournments thereof. This proxy statement, the Company’s annual report on Form 10-K, and the proxy card will be mailed to stockholders on or about April 15, 2016. The Company will pay all expenses incurred in this solicitation. The Company is soliciting proxies by mail, over the internet and by telephone, and the Company’s directors, officers and employees may solicit proxies on behalf of the Company without additional compensation. In addition, the Company has retained Morrow & Co., LLC of 470 West Ave. Stamford, Connecticut 06902, to assist in the solicitation of proxies for a fee of $9,000.00 plus disbursements based on out-of-pocket expenses, telecommunicators, directory assistance and related telephone expenses. Copies of proxy solicitation materials will be furnished to fiduciaries, custodians and brokerage houses for forwarding to the beneficial owners of shares held in their names. The Company will, upon request, reimburse such parties for their reasonable expenses in forwarding proxy materials to beneficial owners.

Your proxy is being solicited by the Board of Directors of the Company. Your proxy will be voted as you direct; however, if no instructions are given on an executed and returned proxy, it will be voted FOR the election of the eleven director nominees for a one year term and FOR the other proposals described in this proxy statement.

If any other matters are properly brought before the Annual Meeting, the persons named in the proxy will vote the shares represented by such proxy on such matters as determined by a majority of the Board of Directors. The Company is required to file an annual report on Form 10-K for its 2015 fiscal year with the Securities and Exchange Commission (“SEC”). Stockholders may obtain, free of charge, a copy of our annual report on Form 10-K by visitingwww.proxyvote.com orwww.westernalliancebancorporation.com, or by writing to the Company at One E. Washington Street, Suite 1400, Phoenix, Arizona 85004, Attention: Corporate Secretary.

Voting Rights

Only stockholders of record at the close of business on March 31, 2016 (“Record Date”) are entitled to vote at the Annual Meeting and any adjournments thereof. On the Record Date, there were 103,512,682 shares of common stock outstanding and eligible to be voted at the Annual Meeting. Each holder of common stock shall have one vote for each share of common stock of the Company in the holder’s name on the Record Date.

The accompanying proxy card is for use at the Annual Meeting if a stockholder does not attend the Annual Meeting in person or will attend the Annual Meeting but wishes to vote by proxy. Proxies may be granted by completing a form over the internet, using a toll-free telephone number, or completing the proxy card and mailing it in the postage-paid envelope provided. Stockholders who provide their proxy over the internet may incur costs, such as telephone and internet access charges, for which the stockholder is responsible. Eligible stockholders of record will not be able to provide their proxy through the internet or over the telephone after 11:59 p.m. Eastern Time on May 16, 2016. After such time, stockholders of record will only be able to vote by attending the Annual Meeting and voting in person. Specific instructions to be followed by any stockholder interested in providing a proxy via the internet or telephone are shown on the enclosed proxy card. The internet and telephone procedures are designed to authenticate the stockholder’s identity and to allow stockholders to direct the holders of their proxies to vote their shares as instructed and confirm that their instructions have been properly recorded.

A proxy may be revoked at any time before the shares represented by it are voted at the Annual Meeting by delivering to the Corporate Secretary of the Company a written revocation or a duly executed proxy bearing a later date (including a proxy given over the internet or by telephone), or by voting in person at the Annual Meeting. Attendance at the Annual Meeting without voting will not revoke a previously provided proxy.

WESTERN ALLIANCE BANCORPORATION 2016 PROXY STATEMENT    1

VOTING RIGHTS  •  QUORUM AND SUMMARY OF PROPOSALS

If your shares are held in a brokerage account or by another nominee, you are considered the “beneficial owner” of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or nominee (“record holder”) along with a voting instruction card. As the beneficial owner, you have the right to direct your record holder how to vote your shares, and the record holder is required to vote your shares in accordance with your instructions. If your shares are held by a broker, the broker will ask you how you want your shares to be voted. If you give the broker instructions, your shares will be voted as you direct.

If you do not give instructions, whether the broker can vote your shares depends on whether the proposal is considered “routine” or “non-routine” under New York Stock Exchange (“NYSE”) rules. If a proposal is routine, a broker or other entity holding shares for an owner in street name may vote on the proposal without voting instructions from the owner. If a proposal is non-routine, the broker or other entity may vote on the proposal only if the owner has provided voting instructions. A “broker non-vote” occurs when the broker or other entity is unable to vote on a proposal because the proposal is non-routine and the owner does not provide instructions. The Ratification of Auditor is the only proposal set forth in this proxy statement that is considered routine.

For each of the proposals to be considered at the Annual Meeting, abstentions and broker non-votes will have the following effect:

Proposal No. 1 – Election of Directors. Broker non-votes and abstentions will have no effect on this proposal.

Proposal No. 2 – Advisory (Non-Binding) Vote on Executive Compensation. Broker non-votes will have no effect on this proposal. Abstentions will have the same effect as votes against the proposal.

Proposal No. 3 – Ratification of Auditor. Abstentions will have the same effect as votes against this proposal.

If your shares are held in the name of a bank or broker, your ability to provide a proxy over the internet or via the telephone will depend on the processes of your bank or broker. Therefore, we recommend that you follow the instructions on the form you receive.

Quorum and Summary of Proposals

The presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at the Annual Meeting is necessary to constitute a quorum at the meeting. Abstentions and broker non-votes will be treated as shares that are present, or represented and entitled to vote, for purposes of determining the presence of a quorum at the Annual Meeting. Our Board of Directors has recommended you vote “FOR” the director-nominees and the other proposals set forth in this proxy statement.

Proposal No. 1 – Election of Directors.

A nominee will be elected if the votes cast for the nominee’s election exceed the votes cast against such nominee’s election. There is no cumulative voting in the election of directors.

Proposal No. 2 – Advisory (Non-Binding) Vote on Executive Compensation.

The advisory vote will be approved if a majority in voting power of the shares present in person or represented by proxy and entitled to vote cast their votes for the proposal. Because the vote is advisory, neither the Company nor the Board of Directors will be bound to take action based upon the outcome. However, the Compensation Committee and Board of Directors will consider the outcome of the vote when considering future executive compensation arrangements.

Proposal No. 3 – Ratification of Auditor.

The proposal to ratify the appointment of RSM US LLP as the Company’s independent auditor will be approved if a majority in voting power of the shares present in person or represented by proxy and entitled to vote cast their votes for the proposal. If the appointment is not approved by the stockholders, the adverse vote will be considered a direction to the Audit Committee to consider other auditors for next year. However, because of the difficulty in making any substitution of auditors so long after the beginning of the current year, the appointment in 2016 will stand, unless the Audit Committee finds other good reason for making a change.

The management and Board of Directors of the Company know of no other matters to be brought before the meeting. If other matters are properly presented to the stockholders for action at the meeting or any adjournments or postponements thereof, it is the intention of the proxy holders named in the proxy to vote in their discretion on all matters on which the shares of common stock represented by such proxy are entitled to vote.

2    WESTERN ALLIANCE BANCORPORATION 2016 PROXY STATEMENT

CORPORATE GOVERNANCE  •  BOARD LEADERSHIP STRUCTURE

Shares in the Company 401(k) Plan

If you hold shares in the Western Alliance Bancorporation 401(k) Plan (the “401(k) Plan”), you may instruct the plan trustee on how to vote your shares in the 401(k) Plan by mail, by telephone or over the internet as described above. You may vote or provide instructions with respect to all of the shares of our common stock allocated to your account on the Record Date.

In addition, your vote or instructions will also applypro rata, along with the votes or instructions of other participants in the 401(k) Plan who return voting instructions to the trustee, to all shares held in the 401(k) Plan for which voting directions are not received. These undirected shares may include shares credited to the accounts of participants who do not return their voting instructions and shares held in the 401(k) Plan that were not credited to individual participants’ accounts as of the Record Date. The trustee will automatically apply your voting preference to the undirected shares proportionately with all other participants who provide voting directions.

Corporate Governance

TheOur 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 atwww.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. The following information includes the two new director nominees and excludes one current director not nominated for re-election at the Annual Meeting.

WESTERN ALLIANCE BANCORPORATION 2020 PROXY STATEMENT            1

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 and Traits 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 2020 provide the Company with the right mix of skills and experience necessary for an optimally functioning Board.

Total Director Nominees with Particular Qualifications and Experience (out of 14 Directors Nominees)

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BOARD LEADERSHIP STRUCTURE

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.

Since April 1, 2018, Robert Sarver has served as the Company’s Executive Chairman, prior to which he served as the Company’s Chairman and Chief Executive Officer. As Executive Chairman, Mr. Sarver continues to preside over Board meetings and perform other functions customary for a Chairman, along with certain other responsibilities, including, but not limited to, oversight of the Company’s mergers and acquisitions and working with the CEO, Kenneth A. Vecchione, to set the Company’s strategic objectives.

WESTERN ALLIANCE BANCORPORATION 2016 PROXY STATEMENT    3

CORPORATE GOVERNANCE  •  BOARD LEADERSHIP STRUCTURE

TheIn addition to Mr. Sarver’s invaluable leadership, the Company hasmaintains a Lead Independent Director, who is selected by the non-management directors, because thedirectors. The Board of Directors believes the position can contributecontributes to improved corporate performance in the following ways: (1) supporting effective communication and building a productive relationship between the Board of Directors, the Executive Chairman, the CEO and other members of executive management and the Board of Directors;management; (2) leading the process for improving performance of the Board of Directors; and (3) assisting in a crisis. Mr.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 follows:provided below:

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, composition, skills, and compositiondiversity 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. In additionThe Governance Committee has adopted a Director’s Skills & Traits 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 criteria set forth above,Board’s overall skillset. A summary of the Skills Matrix can be found on page 2. This practice allows the Governance Committee considers howto 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 attributestalent of each individual candidate or incumbent director work together to create a board that is collegial, engaged and effective in performing its duties. Moreover,Board by identifying specific areas for improvement, thereby prioritizing the Governance Committee believes that the background and qualificationspool of the directors,persons considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow thefor new Board of Directors to fulfill its responsibilities.positions.

4            WESTERN ALLIANCE BANCORPORATION 20162020 PROXY STATEMENT    5

DIRECTOR SELECTION PROCESS

CORPORATE GOVERNANCE  •  BOARD COMPOSITIONIDENTIFYING DIRECTOR NOMINEES

1 ASSESS COMPOSITION AND DETERMINE PRIORITIES
		In 2020, the Governance Committee identified as one of its top priorities the need to recruit a new director who has the experience necessary to serve as an Audit Committee Financial Expert and who would add depth in the areas of financial acumen and strategic leadership.
2 SOLICIT AND SOURCE A DIVERSE POOL OF CANDIDATES
		Working with the Executive Chairman of the Board, the Governance Committee sought out a diverse pool of candidates using multiple sources, engaging a third party search firm and receiving input from directors and stakeholders.
3 EVALUATION OF CANDIDATES
		The Governance Committee evaluated candidates based on its set priorities, and the candidates’ qualifications, independence, diversity, biographical information and references. A diverse slate of candidates were invited to interview with the Governance Committee and select members of management.
4 RECOMMEND NEW DIRECTOR NOMINEE TO THE BOARD
		Through this process, the Governance Committee identified a number of qualified director candidates and ultimately decided to select two candidates who together represented multi-faceted experience in the areas of finance, audit, and board level strategy and made a recommendation to the Board. The Board then nominated Messrs. Juan Figuereo and Bryan Segedi for election by a vote of the shareholders. The Governance Committee initially learned of Mr. Figuereo through a search firm and Mr. Segedi through a non-management director.
5 INTRODUCING OUR NEW DIRECTOR NOMINEES
		Juan Figuereo Venture Partner Ocean Azul Partners Get to Know •  Former Chief Financial Officer of Revlon, Inc. and other large publicly held companies. •  Former Board Member of PVH Corp. Inc., a Fortune 500 Company. •  Extensive Mergers & Acquisitions experience, including as Vice President of Mergers & Acquisitions for Wal-Mart International. •  Fluent in Portuguese & Spanish.		Bryan Segedi Board Member Conway Mackenzie Get to Know •  Former Deputy Global Vice Chair of Ernst & Young. •  Executive in Residence at Arizona State University. •  Extensive experience as an external auditor of major public financial institutions worldwide.

WESTERN ALLIANCE BANCORPORATION 2020 PROXY STATEMENT            5

DIRECTOR SELECTION PROCESS

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“Stockholder Proposals for the 20172021 Annual Meeting”Meeting” on page 5271 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.

In addition to potential director nominees submitted by stockholders, the Governance Committee considers candidates submitted by directors, as well as self-nominations by directorsExcept for Messrs. Figuereo and from time to time, it may consider candidates submitted by a third-party search firm hired for the purpose of identifying director candidates. The Governance Committee conducts an independent due diligence process to review potential director candidates and their individual qualifications, andSegedi, all such candidates, including those submitted by stockholders, will be similarly evaluated by the Governance Committee using the Board of Directors membership criteria described above.

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 re-electionelection 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.

6            WESTERN ALLIANCE BANCORPORATION 2020 PROXY STATEMENT

BOARD COMPOSITION

Board Composition

The Company’s Bylaws provide that the Board of Directors will consist of not less than eight or more than 17seventeen directors. The Board of Directors may, from time to time may fix the number of directors within these limits. In 2015,While the stockholdersBylaws allow for seventeen directors, at this time, the Governance Committee considers eleven to fourteen directors to be the ideal size for the Company’s Board of Directors. James E. Nave, D.V.M., a current director of the Company, adopted a proposalhas not been nominated for re-election to provide for the phased-in declassification of the Board of Directors beginning with the directors who were elected at the 2015Company’s 2020 Annual Meeting; however, the Board of Directors has nominated Messrs. Figuereo and Segedi in addition to the twelve directors standing for re-election. Accordingly, effective as of the date of the Annual Meeting, and elected fivethe Board of Directors will set the number of directors to serve for one-year terms expiring at the Annual Meeting.fourteen. At the Annual Meeting, eleventhe directors will be elected to serve for one-year terms. The current terms of the directors who were elected at the 2014 Annual Meeting were not affected by the adoption of the declassification proposal and those directors will continue to hold their offices until their terms expire in 2017, at which time it is expected that all directors, or their successors, will stand for re-election for one-year terms.

6    WESTERN ALLIANCE BANCORPORATION 2016 PROXY STATEMENT

CORPORATE GOVERNANCE  •  BOARD COMPOSITION

At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the annual stockholders’ meeting following election. The number of directors may be changed only by resolution of the Board of Directors.

Information regarding each of the Company’s directorsdirector nominees is set forth below. All ages are provided as of December 31, 2015.2019.

Information as to Director Nominees and Other Directors with Terms Expiring in 2016

The terms of the following directors will expire at this year’s Annual Meeting. The Board of Directors has nominated the individuals listed below all of whom are current directors of the Company, 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 50.29. 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 BRUCE BEACH, C.P.A.
		CHAIRMAN BeachFleischman PC Age:70 Director since:2005 Lead Independent Director since:2010 Audit Committee Financial Expert		Age 66 Committee Membership: •  Audit Committee •  Nominating and Corporate Governance Committee

  Qualifications:

Mr. Beach has been a director of the Company since April 2005 and became Chairman of the Company’s Audit Committee and Lead Independent Director in May 2009 and January 2010, respectively. Mr. Beach was a director of Western Alliance Bank since its formation until December 2015. Mr. Beach has been the Chairman of BeachFleischman PC, an accounting and business advisory firm in Southern Arizona, since May 1991, and served as its Chief Executive Officer from 1991 to 2015. Mr. Beach is a certified public accountant, received a BS in business administration and an MBA from the University of Arizona, and has 42 years of experience in public accounting. Mr. Beach was the Vice-Chairman of Carondelet Health Network, one of the largest hospital systems in Southern Arizona, from July 2004 until December 2007, and served as the chairman of its audit committee from July 2003 until December 2007. Mr. Beach served a term as Chairman of Carondelet Health Network in 2008, and retired from the Carondelet board of directors on December 31, 2008. Mr. Beach’s experience as an accounting professional and his background as an executive and director contribute management and financial expertise to our Board of Directors, as well as leadership skills and significant knowledge of the Southern Arizona business environment.

WESTERN ALLIANCE BANCORPORATION 2020 PROXY STATEMENT            7

BOARD COMPOSITION

William S. Boyd JUAN FIGUEREO, C.P.A.
		VENTURE PARTNER Ocean Azul Partners Age:64 Director Nominee		Age 84 Committee Membership: N/A

  Qualifications:

Mr. Boyd has been a director and stockholder of the Company since 2002 and was a founder of its first bank subsidiary, Bank of Nevada. Mr. Boyd has served as a director of Boyd Gaming Corporation since its inception in June 1988, and as Chairman of the Board of Directors since August 1988. Mr. Boyd also held the position of CEO of Boyd Gaming Corporation from August 1988 through December 2007, when he was elected to the Office of Executive Chairman of that company, effective January 2008. Mr. Boyd has been a director of California Hotel and Casino since its inception in 1973. He has previously served on the board of directors and for the past fifteen years has been the President Emeritus of the National Center for Responsible Gaming. He served as a director of Nevada State Bank from 1965 to 1985. Mr. Boyd played a leading role in founding the William S. Boyd School of Law at the University of Nevada, Las Vegas. Mr. Boyd is the father of director Marianne Boyd Johnson. Mr. Boyd brings extensive experience in executive management to our Board of Directors, as well as experience in a highly regulated industry. He is the Chairman and former CEO of Boyd Gaming, a NYSE-listed public company, and a prominent fixture within the Las Vegas business community where the Company’s Bank of Nevada division operates. Additionally, Mr. Boyd has a law degree and actively practiced in Las Vegas for 15 years, specializing in business related matters. He also has over 20 years of previous experience as a bank board director.

8            WESTERN ALLIANCE BANCORPORATION 20162020 PROXY STATEMENT    7

CORPORATE GOVERNANCE  •  BOARD COMPOSITION

Howard N. Gould HOWARD GOULD
		FORMER VICE CHAIRMAN CCFW, Inc. dba Carpenter & Company Age:70 Director since:2015		Age 66 Committee Membership: •  Risk Committee (Chair) •  Nominating and Corporate Governance Committee

  Qualifications:

STEVEN HILTON
		CHIEF EXECUTIVE OFFICER Meritage Homes Corporation Age:58 Director since:2002		Committee Membership: •  Finance and Investment Committee

Mr. Gould has been a director of the Company since October 2015 and was previously a director of Bridge Capital Holdings from 2009 until it merged into the Company in June of 2015. Mr. Gould is Vice Chairman of Carpenter and Company and is a managing member of Carpenter Fund Manager, GP, LLC, the general partner of the Carpenter Community BancFunds. From 2004 to 2005, Mr. Gould was California Commissioner of Financial Institutions under Governor Arnold Schwarzenegger. From 2002 to 2003, he was Vice Chairman of The Bank of the West, which had acquired United California Bank where he was Vice Chairman and Chief Operating Officer of the bank from 1992 to 2002. Prior to that position he was Managing Partner of The Secura Group. He was State Superintendent of Banks for the State of California under Governor George Deukmejian. Mr. Gould also served as an officer at Bank of America and Wells Fargo Bank. Mr. Gould’s experience in management at large financial institutions and as the Commissioner of California’s bank regulatory agency enables him to provide valuable insights to our Board of Directors concerning bank industry, management and regulatory matters.  Qualifications:

WESTERN ALLIANCE BANCORPORATION 2020 PROXY STATEMENT            9

BOARD COMPOSITION

Steven J. Hilton MARIANNE BOYD JOHNSON
		VICE CHAIRMAN, EXECUTIVE VICE PRESIDENT AND CHIEF DIVERSITY OFFICER Boyd Gaming Corporation Age:61 Director since:1995 (founding)		Age 54 Committee Membership: •  Compensation Committee •  Nominating and Corporate Governance Committee

  Qualifications:

ROBERT LATTA
		SENIOR OF COUNSEL Wilson Sonsini Goodrich & Rosati, PC Age:65 Director since:2015		Committee Membership: •  Audit Committee •  Compensation Committee

Mr. Hilton has been a director of the Company since December 2002 and was a director of Western Alliance Bank from February 2003 until it merged with Bank of Nevada and Torrey Pines Bank in December 2013. Mr. Hilton was the co-founder and is the Chairman and Chief Executive Officer of Meritage Homes Corporation. Mr. Hilton founded Arizona-based Monterey Homes in 1985. Under Mr. Hilton’s leadership, Monterey became a publicly-traded company and combined with Legacy Homes in 1997, resulting in the creation of Meritage Homes Corporation. Mr. Hilton received his Bachelor of Science degree in accounting from the University of Arizona. Mr. Hilton contributes considerable knowledge of the southwestern real estate market to our Board of Directors. As the Chairman and CEO of another NYSE-listed public company, Mr. Hilton also brings executive management experience, risk assessment skills and public company expertise to our Board of Directors.  Qualifications:

10            WESTERN ALLIANCE BANCORPORATION 2020 PROXY STATEMENT

BOARD COMPOSITION

Marianne Boyd Johnson TODD MARSHALL
		PRESIDENT Marshall Management Company Age:63 Director since:1995 (founding)		Age 57 Committee Membership: •  Compensation Committee •  Finance and Investment Committee

  Qualifications

Ms. Johnson has been a director of the Company since inception and was a founding director of its first bank subsidiary, Bank of Nevada. Since 1992, Ms. Johnson has been a member of the board of directors of Boyd Gaming Corporation and has served as its Vice Chairman of the Board since February 2001. Ms. Johnson was Senior Vice President of Boyd Gaming from December 2001 until December 2007, and she was promoted to Executive Vice President in January 2008. Ms. Johnson has served Boyd Gaming since 1977 in a variety of capacities, including sales and marketing. Ms. Johnson served as a director of Nevada Community Bank until its sale to First Security Bank (Wells Fargo) in 1993. Ms. Johnson is the daughter of director William S. Boyd. Ms. Johnson brings to our Board of Directors nearly two decades of experience in both the banking and highly regulated gaming industry, as well as extensive knowledge of the Las Vegas, Nevada market, and considerable public company experience.  Qualifications

WESTERN ALLIANCE BANCORPORATION 2020 PROXY STATEMENT            11

BOARD COMPOSITION

Robert P. Latta MICHAEL PATRIARCA
		RETIRED BANK REGULATOR Age:69 Director since:2016		Age 61 Committee Membership: •  Audit Committee (Chair) •  Risk Committee

  Qualifications

Mr. Latta has been a director of the Company since 2015 and was previously a director of Bridge Capital Holdings from 2004 until it merged into the Company in June of 2015. Mr. Latta is a senior partner at Wilson Sonsini Goodrich & Rosati, one of the nation’s leading technology and growth business law firms, where he has worked since 1979 and has served as a member of various firm management committees. Mr. Latta has substantial experiences in a broad range of general corporate and transactional matters, including company formations, venture capital financings, public offerings, and mergers and acquisitions. Mr. Latta brings corporate finance experience and familiarity with corporate governance matters to our Board of Directors, as well as audit committee experience.

8    12            WESTERN ALLIANCE BANCORPORATION 20162020 PROXY STATEMENT

BOARD COMPOSITION

Cary Mack ROBERT SARVER, C.P.A.
		EXECUTIVE CHAIRMAN Western Alliance Bancorporation Age:58 Director since:2002		Age 56 Committee Membership: N/A

  Qualifications

WESTERN ALLIANCE BANCORPORATION 2020 PROXY STATEMENT            13

BOARD COMPOSITION

Todd Marshall BRYAN SEGEDI, C.P.A.
		CONWAY MACKENZIE Board Member Age:60 Director Nominee		Age 59 Committee Membership: N/A

  Qualifications

Mr. Marshall has been a director of the Company since inception and was a founding director of its first bank subsidiary, Bank of Nevada. Mr. Marshall was also a director of Torrey Pines Bank from January 2011 until it merged into Western Alliance Bank in December 2013. Mr. Marshall was a director of Marshall Retail Group from May 1976 to 2015, served as its Chief Executive Officer until January 2005 and served as Chairman until 2014. The Marshall Retail Group owns and operates stores in more than 140 locations, primarily in major casino-hotels in Nevada, Mississippi and New Jersey. He is currently the owner and President of Marshall Management Co., a real estate investment and property management company in Las Vegas and serves on the board of Sourcing Network International, LLC. Mr. Marshall served on the board of directors of Consumer Health Services from July 2007 until July 2012, and as its Chief Operating Officer from March 2011 until March 2012. Mr. Marshall’s long history with the Company, his extensive leadership experience and knowledge of the Las Vegas retail market and community provide our Board of Directors with an important perspective for assessing and managing risks and planning for corporate strategy in one of its largest markets. Mr. Marshall also brings to our Board of Directors his experience in the highly regulated gaming industry and marketing and branding expertise.