DEF 14A of Hanmi Financial Corp, Apr 16, 2025

DEF 14A of Hanmi Financial Corp

Filed Apr 16, 2025 · FY20240000950170-25-054713

Open on EDGAR

  1. CONSIDERATION OF DIRECTOR NOMINEES

    CONSIDERATION OF DIRECTOR NOMINEES The NCG Committee believes that the Board should encompass a broad range of talent, skill, knowledge, experience, diversity and expertise enabling it to provide sound guidance with respect to Hanmi’s operations and interests. In addition to considering a candidate’s background and accomplishments, candidates are reviewed in the context of the current composition of the Board and the evolving needs of Hanmi’s business. Our Board has identified certain core competencies that its directors should possess, including: broad experience in business, finance, accounting, risk management, strategic planning, marketing or administration; familiarity with national and international business matters; familiarity with the Company’s industry; and the ability to understand the Company’s business. In addition to possessing one or more of these core competencies, the members of our Board should have and demonstrate personal qualities such as integrity, leadership, community prominence and a strong reputation. The experience, skills and qualifications contributed by each of our directors should diversify and complement the core competencies of our collective Board. The NCG Committee seeks directors with a strong reputation and experience in areas relevant to the strategy and operation of Hanmi’s business, particularly industries and growth segments that Hanmi operates in, such as the banking and financial services industry, as well as key geographic markets and customer segments. The NCG Committee annually reviews the individual skills and characteristics of the directors, as well as the composition of the Board as a whole. This assessment includes a consideration of independence, diversity, age, skills, expertise and industry background in the context of the needs of the Board and Hanmi. The Board conducts an annual evaluation to determine whether the Board and its committees are functioning effectively. The NCG Committee oversees the evaluation method and criteria for the Board’s annual evaluation of the composition, competence and performance of the Board and its committees. The NCG Committee may retain consultants or advisors to assess the performance and effectiveness of the Board, its committees and each individual director. The results of any self-evaluations, peer evaluations or evaluations by any consultant or advisor are submitted to the Board. The Board then takes appropriate action based on the Board’s assessment and performance evaluations. The Board and director evaluation process considers the best interests of Hanmi, its Board, employees, customers and stockholders. The assessment includes director succession planning and expected future needs of the Board and the Company, so as to ensure that Board effectiveness is not diminished during periods of transition.

  2. Board Composition

    Board Composition The Corporate Governance Guidelines require the NCG Committee to consider diversity when reviewing the qualifications of candidates to the Board. The NCG Committee seeks to nominate members with diverse backgrounds, skills, professional and industry experience, and other personal qualities, attributes and perspectives that will help ensure a strong and effective governing body that, as a whole, reflects the current and anticipated needs of our Board and Company and can provide oversight responsibility to our stockholders. Our board is currently comprised of eleven directors, four of whom are female and seven of whom are of Asian descent. We believe the diverse composition of our board is a competitive advantage. The knowledge, experience and viewpoints espoused by our directors lead to more meaningful, strategic decisions and leads to meaningful and innovative discussions to better serve our stakeholders.

  3. Director Nominee Qualifications and Experience

    Director Nominee Qualifications and Experience Our director nominees also bring diversity of thought and experience through their varied backgrounds and skillsets:

  4. Director Nominee Qualifications and Experience

    | SKILLS & EXPERTISE | | | | | | | | | | | | | Relevant Senior Leadership or Executive Officer Role | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Financial Expertise (Financial Reporting and Internal Controls) | ● | | ● | ● | ● | | ● | ● | ● | ● | ● | | Knowledge of Company’s Business or Industry | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Social and Corporate Governance | ● | | ● | ● | ● | ● | ● | ● | | ● | ● | | Risk Oversight and Management | | ● | | ● | ● | ● | ● | ● | ● | | ● | | Information Technology, Cybersecurity and Privacy | | | | | | | | | | ● | ● | | Capital Markets (Investments, Mergers & Acquisitions) | ● | ● | | ● | ● | ● | ● | ● | | ● | ● |

  5. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth certain information regarding compensation paid to persons who served as outside (or non-employee) directors of Hanmi for the fiscal year ended December 31, 2024:

  6. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | John J. Ahn | $95,000 | $65,004 | $160,004 | | Christie K. Chu | $69,000 | $65,004 | $134,004 | | Harry H. Chung | $67,500 | $65,004 | $132,504 | | Gloria J. Lee | $59,000 | $65,004 | $124,004 | | James A. Marasco | $49,583 | $65,004 | $114,587 | | David L. Rosenblum | $90,500 | $65,004 | $155,504 | | Thomas J. Williams | $70,500 | $65,004 | $135,504 | | Michael M. Yang | $64,000 | $65,004 | $129,004 | | Gideon Yu | $59,000 | $65,004 | $124,004 |

  7. DIRECTOR COMPENSATION

    (1) On May 22, 2024, the Company granted 4,040 shares of restricted stock to each non-employee director, which vest one year from the grant date. The grant date fair value is based on the closing price of the Company’s stock on the grant date, which was $16.09, in accordance with FASB ASC Topic 718. At December 31, 2024, each of the current independent directors, with the exception of Ms. Ball, had 4,040 restricted shares outstanding and no stock options outstanding. Ms. Ball had no outstanding restricted shares or stock options.

  8. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Following the annual review of a director compensation study conducted by the Company’s independent compensation consultants, the Board of Directors unanimously confirmed the following director compensation plan design. The Company provides its non-employee directors an annual cash retainer of $42,500 for service on the Board. In addition, members of committees receive additional annual cash retainers as follows:

  9. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    | Audit Committee | $6,000 | | LCP Committee | $5,000 | | CHR Committee | $4,000 | | NCG Committee | $2,500 | | RCP Committee | $5,000 | | Asset Liability Management Committee | $3,000 |

  10. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    The Chairman of the Board receives an additional annual cash retainer of $40,000. The Vice Chairman of the Board receives an additional annual cash retainer of $20,000. The chairs of each committee receive an additional annual cash retainer, as follows:

  11. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    | Audit Committee | $12,000 | | LCP Committee | $9,000 | | CHR Committee | $9,000 | | NCG Committee | $9,000 | | RCP Committee | $10,000 | | Asset Liability Management Committee | $9,000 |

  12. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    In addition, the directors receive an annual grant of restricted stock in the second quarter of the year. For 2024, the value of the restricted stock grant was $65,000, in line with updated market compensation data.

  13. BOARD OF DIRECTORS AND NOMINEES

    BOARD OF DIRECTORS AND NOMINEES Hanmi’s directors have a mix of experience and backgrounds, including those that started a business and grew it into a substantial entity, holding senior executive positions in large, complex organizations, or holding positions of importance within regulatory agencies. In those positions, they have also gained experience in core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, leadership development and, importantly, a deep understanding of our customers. In addition to each director nominee’s professional experience, our Board believes that each director nominee has other key attributes that are important to an effective Board of Directors, such as: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of origin, background, experience, and thought; and the commitment to devote significant time and energy to service on our Board and its committees. None of the director nominees was nominated pursuant to any arrangement or understanding. There are no family relationships among the director nominees or the executive officers of Hanmi. The following sets forth information with respect to the director nominees.

  14. BOARD OF DIRECTORS AND NOMINEES

    | John J. Ahn Director since: 2014 Age: 60 Chairman of our Board Board Committees: NCG, RCP | Experience Mr. Ahn brings more than 30 years of experience in capital markets and financial advisory services to Hanmi. He is currently the founder and Chief Executive Officer of WhiteHawk Capital Partners, a middle market direct lending fund and SEC Registered Investment Advisor. Prior to his role at WhiteHawk, Mr. Ahn served as Chief Executive Officer of Great American Capital Partners, LLC, an SEC Registered Investment Advisor that originated and underwrote senior secured loans across a wide array of industries from 2015 to 2020. From 2004 to 2015, Mr. Ahn served as President of B. Riley & Co., a full-service investment banking firm providing corporate finance, research, sales and trading services, and asset management to corporate and institutional clients. Prior to joining B. Riley, Mr. Ahn held numerous leadership positions in the investment banking and sales and trading sectors. Mr. Ahn earned his B.A. degree in economics from Williams College. Qualifications Our Board believes that Mr. Ahn should serve as a director because of his extensive experience and background in investment banking, finance, strategic planning and his strong understanding of institutional investors. |

  15. BOARD OF DIRECTORS AND NOMINEES

    | Christine P. Ball Director since: 2025 Age: 67 Board Committees: RCP | Experience Ms. Ball brings more than 35 years of experience in corporate, commercial and private banking. She has extensive experience with loan syndications, global credit risk, credit administration, and lending experience in a variety of industries. Prior to her departure in 2024, Ms. Ball served as Senior Vice President and Deputy Chief Credit Officer for City National Bank in Los Angeles, California. Before that role, she served as Senior Vice President and Division Credit Manager-Entertainment, from 2013 to 2022. She was a Senior Vice President at Wells Fargo Bank from 2008 until 2013, and a Senior Vice President for Wachovia Bank from 2006 until 2008. Ms. Ball has also served as board chair for the Weingart Center Association and was a prior board president of the Jack Kramer Tennis Club. Ms. Ball earned her B.A. degree in economics from the University of California, Davis and her M.B.A. degree in finance from the Johnson Graduate School of Management at Cornell University. Qualifications Our Board believes that Ms. Ball should serve as a director because of her extensive experience in sales and lending to diverse industry sectors, including as a senior credit adjudicator with authority up to $100 million. Ms. Ball's extensive experience in all aspects of credit, along with deep risk management expertise and direct experience with regulatory governance mandates, will enhance the board's ability to provide safe and sound oversight for Hanmi's various business growth initiatives. |

  16. BOARD OF DIRECTORS AND NOMINEES

    | Christie K. Chu Director since: 2015 Age: 60 Board Committees: Audit, CHR, NCG | Experience Ms. Chu has served as the founder, President and CEO of CKC Accountancy Corporation, a tax management and financial consulting firm since 1996. Ms. Chu brings over 30 years of experience as a Certified Public Accountant. Prior to CKC Accountancy Corporation, she was with KPMG, Ernst & Young, LLP, and Arthur Anderson & Co. She also served as a past President of the Korean American CPA Society of Southern California, where she has been a board member since 2004. Ms. Chu is a member and past Treasurer of the National Korean American Society of CPAs. She is also a current member of the California Society of Certified Public Accountants. She is a board member and Treasurer of the Pacific Southwest Chapter of the National Association of Corporate Directors (“NACD”), as well a board member of the Korean Senior & Community Center. Ms. Chu earned her B.A. degree in business and economics from the University of California, Los Angeles. She also completed the Director Education and Certification Program at the UCLA Anderson School of Management. Qualifications Our Board believes that Ms. Chu should serve as a director because of her extensive business and accounting background and experiences at several major accounting firms. Ms. Chu understands our core business customer and how to appeal to the next generation of business leaders and the Korean business community. |

  17. BOARD OF DIRECTORS AND NOMINEES

    | Harry H. Chung Director since: 2016 Age: 55 Board Committees: Audit, CHR | Experience Mr. Chung brings over 30 years of experience in capital markets and financial services. He has served as the Chief Operating Officer and Chief Financial Officer of WhiteHawk Capital Partners since 2020. Mr. Chung served as Chief Operating Officer and Chief Financial Officer of Great American Capital Partners, LLC from 2017 to 2020. Prior to that role, Mr. Chung served as Chief Financial Officer of Breakwater Investment Management, a private investment firm based in Los Angeles, California specializing in direct debt and equity investments in leading lower middle market growth companies. Mr. Chung also served as the Chief Financial Officer of Imperial Capital, a full-service investment bank offering comprehensive services to institutional investors and middle market companies. He also has held numerous leadership positions at Jefferies and Company, Inc., a global investment bank. Mr. Chung earned his B.S. degree in accounting from the University of Illinois at Urbana-Champaign. Qualifications Our Board believes that Mr. Chung should serve as a director because of his experience in capital markets and financial services, including strategic planning and corporate development. Mr. Chung’s experience as a Chief Financial Officer has provided him with financial expertise that is valuable in his role as chair of the Audit Committee. |

  18. BOARD OF DIRECTORS AND NOMINEES

    | Bonita I. Lee Director since: 2019 Age: 62 Board Committees: RCP | Experience Ms. Lee has served as the President and Chief Executive Officer since May 2019. Prior to her promotion to Chief Executive Officer, she served as Senior Executive Vice President and Chief Operating Officer of Hanmi and Hanmi Bank since 2013. She was promoted to serve as our President in June 2018. Previously, she was the Senior Executive Vice President and Chief Operating Officer of BBCN Bank and BBCN Bancorp, Inc., where she was named Acting President and Chief Operating Officer from February 2013 to April 2013 and led an Executive Council carrying out the duties of the Chief Executive Officer during a management transition period at BBCN Bank. Prior to this, Ms. Lee served as director and Regional President of the Western Region for Shinhan Bank America from September 2008 to March 2009. Prior to joining Shinhan Bank America, she served as Executive Vice President and Chief Credit Officer at Nara Bank from April 2005 to September 2008, and as a member of the Office of the President from March 2006 to September 2008. Ms. Lee earned her B.S. degree in business administration from the University of Illinois at Chicago and completed an executive program in corporate strategy from the University of Chicago Booth School of Business. Qualifications Our Board believes that Ms. Lee should serve as a director because she brings to the Board her extensive experience in the Korean-American banking industry, her many successes in safely and profitably growing her organization, her business acumen and good relationship with the investors in the Korean-American community. |

  19. BOARD OF DIRECTORS AND NOMINEES

    | Gloria J. Lee Director since: 2021 Age: 47 Board Committees: Audit, CHR, NCG | Experience Ms. Lee has served as the Client Relations Partner for Rutan & Tucker, LLP, a full-service law firm in California, since 2014. She is the Chair of the firm’s Business Development Committee and is responsible for the strategic growth of business development opportunities and the implementation of client relationship initiatives for the firm. Before taking on this role, Ms. Lee was a transactional real estate attorney from 2004 through 2013 at various Southern California firms, focused on representing borrowers and lenders on the financing of commercial real estate properties. In April 2020, Ms. Lee co-founded Kwell Laboratories LLC, the exclusive United States distributor, manufacturer and clinical trial sponsor for a leading South Korean biotech company. Ms. Lee is a Venture Partner of Ethos Fund, a venture capital fund investing in pre-seed technology companies in the U.S. and Southeast Asia. Ms. Lee serves on numerous non-profit boards, including Olive Crest a national organization supporting children in crisis. She is a past board member of the Council of Korean Americans, and a past President of the Orange County Asian American Bar Association. In 2018, Ms. Lee was awarded the California Minority Council Emerging Diversity Leader Award for her contributions promoting diversity within the legal profession and in 2017 was selected by the California Diversity Council as one of Southern California’s Most Powerful and Influential Women. Ms. Lee received her B.A. and M.A., with distinction, from Stanford University and her J.D. from the University of California, Berkeley School of Law. Qualifications Our Board believes that Ms. Lee should serve as a director because of her business development and real estate experience, as well as her focus on diversity, which we believe will enable her to positively contribute to Hanmi’s continued growth and development. |

  20. BOARD OF DIRECTORS AND NOMINEES

    | James A. Marasco Director since: 2024 Age: 64 Board Committees: CHR, RCP | Experience Mr. Marasco brings over 35 years of experience in commercial lending and financial services to the Company. In 2025, he retired from serving as the Head of Originations at Gibraltar Business Capital, a national middle market direct lender headquartered in Northbrook, Illinois. He also was an independent director for Gibraltar from 2021 to 2023. From 2021 to 2022, Mr. Marasco was Strategic Advisor for Crescent Capital Group, L.P., a Los Angeles-based asset manager, which had over $40 billion in assets under management at that time. From 1989 to 2021, Mr. Marasco held numerous leadership positions in originations and capital markets at Wells Fargo Capital Finance, a division of Wells Fargo and Company. He was a member of its senior credit committee for its asset-based lending and specialty businesses and served on the company’s administrative, management, and operating committees. Mr. Marasco also serves on the board of Great American Holdings LLC, as the chair of its compensation committee. Mr. Marasco earned his B.A. degree in accounting from Michigan State University. Qualifications Our Board believes that Mr. Marasco should serve as a director because of his experience in a variety of credit and lending facilities. Further, Mr. Marasco’s broad banking experience as an executive at Wells Fargo will enable him to positively contribute to the growth of Hanmi and its product lines. |

  21. BOARD OF DIRECTORS AND NOMINEES

    | David L. Rosenblum Director since: 2014 Age: 72 Vice Chairman of our Board Board Committees: Audit, CHR, RCP | Experience Mr. Rosenblum is retired and is a former Senior Principal at Deloitte Consulting LLP (1979 to 2013), where he was the National Managing Director of Consulting Corporate Development and a key leader of the Strategy & Operations practice. Mr. Rosenblum is a member of Sage Partners, LLC, a strategic advisory firm, and is also an operating partner of Interlock Equity LP, a private equity firm focused on mid- and lower-mid market businesses, including technology services and healthcare firms. Mr. Rosenblum currently is a board member of Apply Digital, an Interlock Equity portfolio company. He is also a director of the Library Foundation of Los Angeles, where he chairs the Finance Committee and is a member of the Executive Committee. He is Chair-Emeritus of the Pacific Southwest Chapter of the National Association of Corporate Directors (“NACD”) and previously served on the board of Deloitte Consulting, LLP and as a trustee of Wesleyan University. Mr. Rosenblum earned his B.A. degree in economics from Wesleyan University and his M.B.A. degree in finance from the Wharton School at the University of Pennsylvania. Qualifications Our Board believes that Mr. Rosenblum should serve as a director because of his strategic planning, mergers and acquisitions, and corporate development experience in assisting financial institutions. In addition, his experience with NACD demonstrates his deep knowledge regarding best practices in running our Board. |

  22. BOARD OF DIRECTORS AND NOMINEES

    | Thomas J. Williams Director since: 2016 Age: 62 Board Committees: Audit, RCP | Experience Mr. Williams brings over 30 years of experience in bank regulation and the broader banking industry. Specifically, Mr. Williams brings extensive experience across a broad range of risk and lending activities. Prior to his retirement in May 2015, Mr. Williams served as Senior Vice President and Chief Risk Officer at BofI Federal Bank, overseeing all risk and control-related functions. Before that role, he served as Executive Director of Commercial Credit Review at Capital One and Director of Regulatory Relations at Silicon Valley Bank. Earlier in his career, Mr. Williams spent five years as Principal Examiner at the Federal Reserve Bank of San Francisco and ten years as a National Bank Examiner with the Office of the Comptroller of the Currency. Mr. Williams earned his B.S. degree in economics from the University of South Dakota. Qualifications Our Board believes that Mr. Williams should serve as a director because of his broad-based regulatory experience and expertise. In the present regulatory environment, we believe Mr. Williams’ strength in risk management is critical to assisting with the safe and sound operation of the Bank. |

  23. BOARD OF DIRECTORS AND NOMINEES

    | Michael M. Yang Director since: 2016 Age: 63 Board Committees: Audit, CHR, NCG | Experience Mr. Yang brings over 35 years of experience as a successful technology entrepreneur and investor. He is currently the Founder and CEO of Michael Yang Capital Management, LLC, an investment management company that invests in public equities of disruptive technology companies. Prior to his current role, Mr. Yang was Co-Founder and CEO of three technology start-ups that were sold to larger enterprises at significant premiums, including mySimon.com Inc., which was acquired by CNET. Mr. Yang began his career at Xerox Corporation and Samsung Electronics Co., Ltd., where he held positions of increasing responsibility in engineering, marketing and management. Mr. Yang earned his B.S. degree in electrical engineering and computer science from the University of California, Berkeley, his M.S. degree in computer science from Columbia University, and his M.B.A. degree from the Haas School of Business, University of California, Berkeley. He served as the founding chairman of the Council of Korean Americans, a national non-profit organization that advocates for the Korean-American community, and he served on the Board of the Stanford Institute of Economic Policy Research at Stanford University. Qualifications Our Board believes that Mr. Yang should serve as a director because of his executive experience in leading companies for growth, as well as his strategic planning, mergers and acquisitions, technological knowledge and strong ties to the Korean-American community. |

  24. BOARD OF DIRECTORS AND NOMINEES

    | Gideon Yu Director since: 2021 Age: 54 Board Committees: NCG, RCP | Experience Mr. Yu has over 30 years of experience as a finance executive, investor and advisor specializing in venture capital, technology and media companies. Mr. Yu is currently a co-owner and the former president of the San Francisco 49ers. Mr. Yu holds the distinction of being the first person of color to serve as President of any team in the history of the National Football League. Mr. Yu previously served as the Chief Financial Officer of both Facebook and YouTube. Mr. Yu was also a General Partner at Khosla Ventures, a venture capital firm focused on early-stage technology companies, where he led the firm’s investment in Square, Inc., a leading fintech company, and was its first outside board member. Mr. Yu also held finance and strategy positions with Yahoo!, The Walt Disney Company, Hilton Hotels Corporation and DLJ. Mr. Yu currently serves on the Board of Directors of the PGA of America, the Monterey Bay Aquarium and the Council of Korean Americans. Mr. Yu earned his B.S. degree in Industrial Engineering and Engineering Management from Stanford University and received an M.B.A. degree from Harvard Business School. Qualifications Our Board believes that Mr. Yu should serve as a director because of his executive experience in the finance and technology sectors, as well as his strategic views on digital growth opportunities. We believe Mr. Yu’s experience with managing strategy and risk in a high-growth environment will positively contribute to the development of Hanmi as a leader among regional community banks. |

  25. BOARD OF DIRECTORS AND NOMINEES

    The director nominees receiving a majority of the votes cast, in uncontested elections, will be elected. If an incumbent director is not elected by a majority of votes cast, in an uncontested election, the incumbent director will tender his or her resignation to the Board for consideration. In contested elections, the Company will use plurality voting. Each director nominee has indicated their willingness to serve on our Board. Each proxy will be voted “FOR” the election of such director nominees unless instructions are given on the proxy to vote “AGAINST” such director nominees. In the event a director nominee is unable to serve, your proxy will be voted for an alternative director nominee as determined by our Board. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board of Directors. At this time, our Board knows of no reason why any of the nominees might be unable to serve.

  26. OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE

    OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE

  27. “FOR” EACH OF THE ELEVEN (11) DIRECTOR NOMINEES

    “FOR” EACH OF THE ELEVEN (11) DIRECTOR NOMINEES

  28. Pay Program and 2024 Compensation Overview

    Pay Program and 2024 Compensation Overview The CHR Committee establishes and oversees the compensation practices, including the determination of base salary and annual and long-term incentives. The CHR Committee understands the importance of human capital management to our long-term success. We believe that our executive compensation practices are generally aligned with our peer market norms for quantum and design and align executive officers’ interests with those of stockholders, by emphasizing both annual and long-term incentives. Compensation plans are designed to encourage the achievement of strategic objectives, to create stockholder value, to recognize individual performance, and to allow the Company to effectively compete for, retain and motivate talented executives critical to our success. The following table provides information regarding each of our compensation elements, whether such element is fixed or variable, and select compensation highlights for each element for 2024.

  29. Pay Program and 2024 Compensation Overview

    | Element | Type | 2024 Highlights | | Base Salary | Fixed | When setting base salaries, the CHR Committee considers factors such as experience, responsibilities, job performance, and market compensation information. In 2024, the CHR Committee made no changes to base salaries for all NEOs based on Company performance in 2023 and in order to ensure all non-executive employees received their full merit increase for 2024. | | Short-Term Cash Incentive Compensation (Annual Incentive Plan) | Variable | The Company maintains a performance-based annual cash incentive plan for the NEOs, which is contingent on the achievement of pre-established financial results for the Company and individual performance objectives tied to each NEO’s specific role and responsibilities. The financial performance metrics have threshold, target and maximum goals to further align pay with performance. As in years past, the CHR Committee established target incentive award opportunities for each NEO and assessed performance relative to the established goals. Total performance on the corporate annual incentive goals in 2024 was just above target, reflecting our success in building lasting relationships with our customers and progress on our key growth initiatives. |

  30. Pay Program and 2024 Compensation Overview

    | Element | Type | 2024 Highlights | | Long-Term Equity Incentive Awards | Variable | The CHR Committee, in its discretion, determines equity grants for the NEOs after considering each executive’s performance, previous grant history, stock ownership level, comparison to our peer group, and retention needs. • In 2024, the long-term incentive award program for NEOs used an estimated mix of 45% time-based restricted stock, and 55% performance-based restricted stock units. • The time-based restricted stock vest in three equal annual installments beginning on the first anniversary of the date of grant. • The performance-based restricted stock units vest at the end of the three-year performance period based on the Company’s Total Shareholder Return (“TSR”) relative to companies in the KBW Regional Banking Index over the three-year performance period. No shares will be issued unless the Company’s TSR is positioned at or above the 35th percentile for the three-year performance period. |

  31. Governance

    | What We Do | | The majority of total executive compensation opportunity is at-risk, as a substantial portion is tied to performance goal achievement. | | | | The allocation of incentives among the annual incentive plan and long-term equity awards incentivizes performance to reach shorter-term goals without over-emphasizing short-term performance at the expense of achieving long-term goals. | | | | Maintain stock ownership guidelines that apply to our CEO and CFO and our directors to ensure meaningful levels of stock ownership. | | | | To ensure that no single measure affects compensation disproportionately, the Company utilizes a diverse set of financial and operational performance goals in the design of our compensation program. | | | | To provide information and advice for use in CHR Committee decision-making, our CHR Committee has engaged an independent compensation consultant that reports directly to the CHR Committee. | | | | In making compensation decisions, the CHR Committee references a peer group of similarly sized banks and updates this peer group periodically as deemed necessary. | | | | The Company maintains a clawback policy to recoup cash and equity-based incentives paid to executive officers earned based on a material error in the financial statements | | What We Don’t Do | ✘ | We don’t allow executive officers and directors to pledge shares of Company stock or engage in hedging transactions. Engaging in hedging or short sale transactions in Company securities are prohibited. | | | ✘ | No dividends are accrued or paid on unvested shares of performance-based awards. | | | ✘ | No excise tax gross ups in employment agreements or other arrangements. |

  32. 2024 Target Pay Mix

    2024 Target Pay Mix The pay mix afforded to our executive officers in 2024 supports the core principles of our executive compensation philosophy that are intended to align executive officers’ interests with those of stockholders, by emphasizing both annual and long-term incentives. While the CHR Committee does not target a specific pay mix by design, it does establish short- and long-term incentive opportunities that are aligned with typical practices for similarly situated executives at banks of our size. These incentive opportunities ensure that a significant portion of each executive’s potential compensation is “at-risk” or variable and conditioned on the achievement of corporate and individual performance goals set by the CHR Committee. In addition, the substantial use of equity awards, such as restricted stock and performance-based restricted stock units, ensures and that a significant portion of each executive’s potential compensation aligns with the long-term financial outcomes experienced by our stockholders. The target pay mix for our CEO and other NEOs, on average, is shown in the charts below. Target pay mix includes 2024 base salary, 2024 Annual Incentive Plan target, and the grant date fair value of equity awards granted in 2024.

  33. Compensation Objective and Philosophy

    Compensation Objective and Philosophy The CHR Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the CHR Committee uses multiple reference points when establishing targeted compensation levels. The CHR Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader market. Instead, the CHR Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning. All decisions are made in consideration of the key goal of aligning executive pay and performance. The policies and underlying philosophy governing the Company’s executive compensation program, as endorsed by the CHR Committee and the Board of Directors, are designed to accomplish the following: • Maintain a compensation program that is equitable in a competitive marketplace. • Provide opportunities that integrate pay with the Company’s annual and long-term performance goals. • Align NEO compensation with the Company’s performance. • Manage the risk profile of the Company by aligning risk mitigation within the performance of individual and Company-wide goals. • Encourage achievement of strategic objectives and the creation of stockholder value. • Recognize and reward individual initiative and achievements while managing risk. • Maintain an appropriate balance between base salary and short- and long-term incentive opportunities. • Attract, retain and motivate talented executives and other key employees critical to the Company's success, consistent with its compensation philosophy. • Effectively engage institutional stockholders. Hanmi values our stockholders and works to have open two-way communication on matters of importance. We proactively seek out our stockholders’ opinions, as appropriate. • Establish bonus and equity plans subject to “clawback” in the event of material inaccurate financial statements or materially inaccurate performance metric criteria resulting in the payment of excess incentive compensation. • Foster an ownership culture among the CEO, CFO and the directors through minimum stock ownership guidelines.

  34. Role of Compensation Consultant

    Role of Compensation Consultant In 2024, the CHR Committee retained the services of Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), to provide executive compensation consulting services. Aon helped facilitate the executive officer compensation process, including the creation of a compensation peer group for comparing our NEOs’ compensation to the market. Aon reported directly to the CHR Committee, who has the authority, in its sole discretion, to retain any adviser to assist in the performance of its duties or to terminate any advisor to the CHR Committee. The CHR Committee determined that Aon is independent and that there is no conflict of interest resulting from retaining Aon during 2024, after taking into account the factors set forth in the SEC rules.

  35. Peer Group

    Peer Group In March 2024, the CHR Committee worked with Aon to construct a peer group of banking companies with assets at the time of selection generally between $4.0 and $16.0 billion that have similar business models and that are likely to compete with Hanmi for executive talent. The peer group was modified from 2023 to reflect peer asset size changes and acquisitions. Banc of California was removed due to its merger with PacWest Bancorp and two new peers were added, Brookline Bancorp and Kearny Financial Corp., to maintain at least 20 appropriate peers and to manage Hanmi’s positioning near the median based on asset size. The CHR Committee primarily used the 2024 peer group to help set the 2024 compensation program for the CEO and CFO, but the 2023 peer group was also used as reference point for the compensation for the other NEOs. Although the decisions regarding the compensation levels are guided by the information provided from the peer group and market survey data, the CHR Committee does not commit to setting our executive pay levels at any particular percentile of the peer group. The CHR Committee also takes into account the prevailing economic environment, individual performance, experience and the current financial condition of Hanmi. The 2024 peer group was as follows:

  36. Peer Group

    | Bank of Marin Bancorp | National Bank Holdings Corp. | | Brookline Bancorp, Inc. | Peapack-Gladstone Financial Corp. | | Central Pacific Financial Corp | Preferred Bank | | ConnectOne Bancorp, Inc. | RBB Bancorp | | CVB Financial Corp. | Sierra Bancorp | | Farmers & Merchants Bancorp | Southside Bancshares, Inc. | | First Foundation Inc. | Stellar Bancorp | | Flushing Financial Corp. | TriCo Bancshares | | Heritage Commerce Corp | Triumph Financial, Inc. | | Heritage Financial Corp. | Westamerica Bancorporation | | Kearny Financial Corp. | |

  37. Short-Term Cash Incentives – Annual Incentive Plan (“AIP”)

    Short-Term Cash Incentives – Annual Incentive Plan (“AIP”) In accordance with Hanmi’s compensation philosophy, a significant portion of the compensation of our NEOs is performance-based and payable only if pre-established Company and individual performance objectives are achieved. For each NEO, target AIP bonuses are stated as a percentage of annual base salary. The target AIP bonuses payable to the NEOs for 2024 performance were, as a percentage of their respective annual base salary, as follows: Ms. Lee – 75%, Mr. Santarosa – 50%, Mr. Kim – 45%, Mr. Fuhr – 45%, and Mr. Du – 30%. The 2024 target opportunities were unchanged from 2023. The CHR Committee reviews performance against pre-established financial and non-financial goals on an annual basis to determine the short-term cash incentive compensation of our NEOs. Awards under the AIP are substantially based on formulaic scorecard results across weighted performance categories. The CHR Committee reviewed and approved scorecards for each NEO to be used for 2024 performance, which are summarized in the tables below. Payments under the AIP are contingent upon the achievement of pre-established goals relating to objective Company financial metrics for all NEOs, and upon the goals specific to each NEO’s area of responsibility. Each of the metrics has an assigned weight and the CHR Committee established threshold, target, and maximum performance levels for each of the Company financial metrics. In 2024, the CHR Committee set the threshold payout at 50% of each NEO’s target opportunity upon attaining a threshold level of all the metrics, a target payout of 100% upon attaining 100% of the target level of all the metrics, and a maximum payout of 150% of the target opportunity upon attaining certain maximum performance levels. Payouts are interpolated on a straight-line basis for achievement for a particular performance metric between these three levels of performance. If performance falls below the threshold level for any performance metric, no payment is earned. The measurements in the AIP for all NEOs are based on the approved 2024 budget in the strategic plan. For 2024, all NEOs were allocated certain weightings of three corporate financial measures: return on average assets (“ROAA”), non-performing assets to total assets (“NPA/Assets”), and efficiency ratio. In early 2024, the CHR Committee set target performance for the financial goals for each NEO under the AIP at levels it considered challenging but with a reasonable likelihood of being achieved and that represented strong levels of performance based on our business outlook, estimated general economic conditions, and our budget for 2024 contained in the strategic plan, which was approved by the Board in 2023. The 2024 goals were established based on the expectation that 2024 performance results would be lower than 2023 because of the anticipated increasing interest rate environment in 2024, the uncertain economic environment impacting revenue, continued increases in expenses due to inflation, and deposit pricing pressure from efforts to retain core deposits. As shown in the table below, ROAA was earned at target,efficiency ratio was earned above threshold and NPA/Assets was earned at maximum.

  38. Short-Term Cash Incentives – Annual Incentive Plan (“AIP”)

    | | Performance Goals | | | Actual | Actual Result as % of | | Metric | Threshold | Target | Maximum | Result | Target | | | | | | Result | | | ROAA | 0.66% | 0.83% | 0.91% | 0.83% | 100% | | NPA/Assets | 0.42% | 0.35% | 0.28% | 0.19% | 150% | | Efficiency Ratio | 63.62% | 57.84% | 54.95% | 60.31% | 79% |

  39. Short-Term Cash Incentives – Annual Incentive Plan (“AIP”)

    Each of the NEOs also had additional objective metrics to reflect each individual’s specific area of control and responsibility, while retaining accountability for overall Company profitability, risk management and regulatory compliance. The AIP was designed to allow for objective goal measurement while also allowing for the exercise of judgment by the CHR Committee and the Board of Directors. If an NEO has met the requirements for a specific goal, the NEO is given 100% credit for the weighting of a particular category. However, if a category is met at the minimum expected level, the NEO is given 50% credit for the weighting of a particular credit, and if a category is met at the maximum expected, the NEO is given 150% credit for the weighting of a particular credit. Payouts are interpolated on a straight-line basis for achievement for a particular performance metric between these three levels of performance. Performance measures, weightings, target award opportunities, and results for each NEO are summarized in the tables below. Bonita I. Lee – President & CEO

  40. Short-Term Cash Incentives – Annual Incentive Plan (“AIP”)

    | | | Performance Goals | | | | | | | Weight | Threshold | Target | Maximum | Actual | Achievement % | | ROAA | 20% | 0.66% | 0.83% | 0.91% | 0.83% | 20.0% | | NPA/Assets | 15% | 0.42% | 0.35% | 0.28% | 0.19% | 22.5% | | Efficiency Ratio | 20% | 63.62% | 57.84% | 54.95% | 60.31% | 15.8% | | Risk Management | 15% | Based on bank regulatory exam results | | | See footnote (1) | 15.0% | | Strategic Plan / Project | 20% | Based on financial and operational goals in key divisions | | | See footnote (2) | 20% | | Discretionary | 10% | Discretionarily assessed based on personal performance factors | | | See footnote (3) | 10% | | Eligible Salary | | | | | | $780,000 | | Target % of Salary | | | | | | 75% | | Total Achieved as % of Target | | | | | | 103% | | Payout % of Base Salary | | | | | | 77.42% | | Actual Payout | | | | | | $603,893 |

  41. Short-Term Cash Incentives – Annual Incentive Plan (“AIP”)

    (1) The risk management metric achievement is based on the Company’s satisfactory regulatory exam results during the performance period and other risk management achievements. (2) The strategic plan / project metric is based on financial and operational achievements in key divisions, including expanding the Corporate Korea initiative by 23% and expanding the C&I portfolio by 16%, successful implementation of certain banking administration systems, opening a representative office in Seoul, Korea, managing branch consolidations without deposit attrition, DDA growth contributing to total deposits, successful key talent management and enhancements, establishing a new share repurchase program, and other key financial and operational achievements. (3) The discretionary metric is based on the key financial and operational achievements and progress on strategic initiatives discussed in footnote 2. Romolo C. Santarosa – Sr. EVP & CFO

  42. Short-Term Cash Incentives – Annual Incentive Plan (“AIP”)

    | | | Performance Goals | | | | | | | Weight | Threshold | Target | Maximum | Actual | Achievement % | | ROAA | 20% | 0.66% | 0.83% | 0.91% | 0.83% | 20.0% | | NPA/Assets | 15% | 0.42% | 0.35% | 0.28% | 0.19% | 22.5% | | Efficiency Ratio | 15% | 63.62% | 57.84% | 54.95% | 60.31% | 11.85% | | Risk Management | 10% | Based on internal/external audit and regulatory exam results | | | See footnote (1) | 10% | | Strategic Plan / Division Projects | 30% | Based on financial and operational goals in key divisions | | | See footnote (2) | 29.0% | | Discretionary | 10% | Progress on succession planning | | | See footnote (3) | 10% | | Eligible Salary | | | | | | $480,000 | | Target % of Salary | | | | | | 50% | | Total Achieved as % of Target | | | | | | 103% | | Payout % of Base Salary | | | | | | 51.65% | | Actual Payout | | | | | | $247,913 |

  43. Short-Term Cash Incentives – Annual Incentive Plan (“AIP”)

    (1) The risk management metric achievement is based on the Company’s satisfactory bank regulatory exam results and internal and external audits ratings for the performance period. (2) The strategic plan / division projects metric is based on financial and operational achievements in key divisions, including achieving the strategic plan growth goals, successfully implementing certain banking administration systems, and substantially achieving IT and operations projects. (3) The discretionary component metric achievement is based on the substantial progress made on succession planning initiatives for key executive roles and other key financial and operational achievements. Anthony Kim – Sr. EVP & CBO

  44. Short-Term Cash Incentives – Annual Incentive Plan (“AIP”)

    | | | Performance Goals | | | | | | | Weight | Threshold | Target | Maximum | Actual | Achievement % | | ROAA | 15% | 0.66% | 0.83% | 0.91% | 0.83% | 15.0% | | NPA/Assets | 15% | 0.42% | 0.35% | 0.28% | 0.19% | 22.5% | | Efficiency Ratio | 10% | 63.62% | 57.84% | 54.95% | 60.31% | 7.9% | | Loan Balance(1) | 2.5% | ~$4.35B | ~$5.44B | ~$6.53B | ~$5.5B | 2.55% | | Loan Production Budget(1) | 2.5% | ~$619.2M | ~$774.0M | ~$928.8M | ~$843.7M | 3.06% | | Deposit Balance(1) | 5% | ~$5.02B | ~$6.3B | ~$7.5B | ~$6.22B | 4.90% | | DDA Budget(1) | 5% | ~$1.66B | ~$2.08B | ~$2.5B | ~$2.07B | 4.97% | | Income Budget(1) | 5% | ~$93.4M | ~$116.75M | ~$140.1M | ~$109.4M | 4.21% | | Strategic Plan / Project | 20% | Based on financial and operational goals in assigned divisions | | | See footnote (2) | 18.59% | | Risk Management | 10% | Based on results from regulatory, internal, and external exams | | | See footnote (3) | 9.06% | | Discretionary | 10% | Discretionarily assessed based on personal performance factors | | | See footnote (4) | 0% | | Eligible Salary | | | | | | $360,000 | | Target % of Salary | | | | | | 45% | | Total Achieved as % of Target | | | | | | 92.7% | | Payout % of Base Salary | | | | | | 41.72% | | Actual Payout | | | | | | $150,198 |

  45. Short-Term Cash Incentives – Annual Incentive Plan (“AIP”)

    (1) As applied to Mr. Kim’s assigned divisions, which excludes Small Business Administration loans and commercial equipment leasing division. (2) The strategic plan / project metric is based on certain financial and operational achievements in Mr. Kim’s assigned divisions, including increasing loans and deposits from the Corporate Korea initiative, branch consolidating and opening, opening a representative office in Korea, successfully adopting banking administration system, meeting deposit and mortgage sale goals, and other key financial and operational results. (3) The risk management metric achievement is based on the results from regulatory, internal, and external exams during the performance period. (4) The discretionary metric achievement is based on certain key operational goals including meeting of all production targets in each production area of oversight. Matthew D. Fuhr – EVP & CCO

  46. Short-Term Cash Incentives – Annual Incentive Plan (“AIP”)

    | | | Performance Goals | | | | | | | Weight | Threshold | Target | Maximum | Actual | Achievement % | | ROAA | 20% | 0.66% | 0.83% | 0.91% | 0.83% | 20.0% | | NPA/Assets | 20% | 0.42% | 0.35% | 0.28% | 0.19% | 30.0% | | Efficiency Ratio | 10% | 63.62% | 57.84% | 54.95% | 60.31% | 7.9% | | Risk Management | 20% | Based on results from regulatory exams and internal/external audits, and porfolio management | | | See footnote (1) | 20% | | Strategic Plan / Project | 20% | Based on support of initiatives in business units and implementation targets for a strategic project | | | See footnote (2) | 18.5% | | Discretionary | 10% | Discretionarily assessed based on personal performance factors | | | See footnote (3) | 5.0% | | Eligible Salary | | | | | | $314,609 | | Target % of Salary | | | | | | 45% | | Total Achieved as % of Target | | | | | | 101% | | Payout % of Base Salary | | | | | | 45.61% | | Actual Payout | | | | | | $143,506 |

  47. Short-Term Cash Incentives – Annual Incentive Plan (“AIP”)

    (1) The risk management metric achievement is based on the satisfactory results from internal and external audits and regulatory examinations during the performance period and successful portfolio management. (2) The strategic plan / project metric achievement is based on support of key strategic and operational initiatives in certain business units, which included supporting lending business unit initiatives as requested, and meeting implementation targets for a strategic project. (3) The discretionary metric achievement is based on the successful resolution and recovery of certain outstanding loans, as well as achieving certain asset quality metrics. Michael Du – EVP & CRO

  48. Short-Term Cash Incentives – Annual Incentive Plan (“AIP”)

    | | | Performance Goals | | | | | | | Weight | Threshold | Target | Maximum | Actual | Achievement % | | ROAA | 10% | 0.66% | 0.83% | 0.91% | 0.83% | 10.0% | | NPA/Assets | 10% | 0.42% | 0.35% | 0.28% | 0.19% | 15% | | Efficiency Ratio | 10% | 63.62% | 57.84% | 54.95% | 60.31% | 7.9% | | BSA | 5% | Based on enhancements to BSA program | | | See footnote (1) | 5% | | Information Security | 5% | Based on enhancements to information security and privacy programs | | | See footnote (2) | 3% | | Compliance | 20% | Based on enhancements to compliance management system | | | See footnote (3) | 20% | | Risk Management | 5% | Based on enhancements to risk management program | | | See footnote (4) | 5% | | Data Governance | 10% | Based on enhancements to data governance programs | | | See footnote (5) | 10% | | Risk Management Results | 15% | Based on internal audit and external exam results | | | See footnote (6) | 13% | | Discretionary | 10% | Retain staff for risk organization | | | See footnote (7) | 5% | | Eligible Salary | | | | | | $268,667 | | Target % of Salary | | | | | | 30% | | Total Achieved as % of Target | | | | | | 94% | | Payout % of Base Salary | | | | | | 28.16% | | Actual Payout | | | | | | $75,655 |

  49. Short-Term Cash Incentives – Annual Incentive Plan (“AIP”)

    (1) The Bank Security Act (“BSA”) metric achievement is based on the completion of operational and risk management goals related to the BSA program. (2) The information security metric achievement is based on the progress made on IT strategy and data security goals, including completing an assessment of the information security program and implementing certain enhancements to this program based on the assessment, and beginning the process of aligning information security policies at the Company. (3) The compliance metric achievement is based on the progress made on improving the Company’s compliance programs, including completing a regulatory compliance risk assessment and implementing certain enhancements based on this assessment and successfully transitioning to a new risk assessment platform. (4) The risk management metric achievement is based on successfully leading enhancements to the Company’s risk management programs, including implementing an updated ERM risk and controls self-assessment, developing a new risk assessment and related policy, certain policy updates made to align with current operations and regulatory expectations, and the achievement of other key risk management goals. (5) The data governance metric achievement is based on enhancements to data governance policies and systems, including implementing a new data governance platform. (6) The risk management results metric achievement is based on the Company’s satisfactory regulatory exam results and internal audit ratings during the performance period. (7) The discretionary metric achievement is based on maintaining continuity of staff across the Company’s risk organization.

  50. Long-Term Incentives

    Long-Term Incentives Long-term incentive awards, such as restricted stock and performance-based stock units, are the third key component of our NEOs’ total compensation. The CHR Committee believes employee stock ownership is significant for our NEOs, thereby aligning the interests of executives and stockholders. The CHR Committee also believes equity-based compensation complements the short-term cash incentive compensation and helps balance short-term decisions with long-term outcomes. This compensation approach limits an executive’s ability to reap short-term gains at the expense of Hanmi’s long-term success. This is also an important tool in retaining NEOs. We currently provide long-term incentive awards to our executive officers through our stockholder approved 2021 Equity Compensation Plan (“2021 Plan”). The CHR Committee approves all equity award grants and acts as an administrator of the 2021 Plan. The Company does not have a policy or an exact formula regarding the allocation of compensation between cash and equity compensation; rather, the size, timing and other material terms of the long-term incentive awards for our NEOs are made at the discretion of the CHR Committee. Factors considered by the CHR Committee include each executive’s performance, previous grant history and stock ownership level, comparison to our peer group, and retention needs. In 2024, the CHR Committee began using a long-term incentive award program mix for NEOs of 55% performance-based restricted stock units and 45% time-based restricted stock grants. However, the CHR Committee slightly increased the amount of time-based restricted stock grants for all NEOs in 2024 to account for the decision to maintain 2024 base salaries at 2023 levels for all of the NEOs and to support the Company’s long-term retention goals. For 2024, the CHR Committee determined the aggregate dollar value of the performance-based restricted stock units and time-based restricted stock granted to each NEO as a percentage of the NEO’s base salary on the date of grant as set forth in the table below, with the target performance-based restricted stock units and time-based restricted stock amounts determined by dividing the applicable percentage of the NEO’s base salary by the fair market value of Hanmi’s common stock on the grant date. The percentage of base salary was based on the NEO’s position, responsibilities, comparison to peer and market practices for comparable positions, and historical and expected contributions to Hanmi. 2024 Time-Based Restricted Stock Grants • On April 1, 2024, the CHR Committee granted shares of restricted stock to our NEOs, at which time our closing price was $15.49 per share. The shares vest in three equal annual installments beginning on the first anniversary of the date of grant. • The award size for these NEOs was determined based in part on existing equity ownership levels, a review of past grant sizes, competitive market practices, contributions to Hanmi’s performance results and retention considerations. 2024 Performance-Based Restricted Stock Units • On April 1, 2024, the CHR Committee granted shares of performance-based restricted stock units to our NEOs. • The performance-based restricted stock units will vest at the end of the three-year performance period based on the Company’s TSR relative to companies in the KBW Regional Banking Index (the “KBW Index”) for the three-year performance period. No shares will be issued and the award will be forfeited if the Company’s TSR is below the 35th percentile for the three-year performance period. • At the 35th percentile TSR achievement (Threshold) for the three-year performance period, 50% of the units granted will be earned. At the 50th percentile TSR achievement (Target) for the three-year performance period, 100% of the units granted will be earned. At the 75th percentile TSR achievement (Maximum) for the three-year performance period, 150% of the units granted will be earned. Performance between the 35th and 50th percentiles and between the 50th and 75th percentiles for the three-year performance period will be determined by linear interpolation. • If the Company’s absolute TSR for the performance period is a negative number (without regard to the TSR of the KBW Index), then irrespective of the Company’s relative TSR to the KBW Index, the number of units earned and shares issued will be capped at the Target level. • The following chart outlines the Company’s potential level of achievement and associated earning of units and issuance of shares for each year of the three-year period:

  51. Long-Term Incentives

    | Company TSR Percent Rank vs. KBW Index | Percent of Total Number Earned and Vested | | Below 35th Percentile | 0% | | 35th Percentile | 50% | | 50th Percentile | 100% | | 75th Percentile | 150% |

  52. Long-Term Incentives

    The CHR Committee granted the following performance-based restricted stock units and time-based restricted stock to each of the NEOs in 2024:

  53. Long-Term Incentives

    | | 2024 Long-Term Incentive Target Awards | | | | Named Executive Officer | Total Target Equity Award Opportunity as a % of Salary | Time-Based Restricted Stock (#) | Performance- Based Restricted Stock Units (#) | | Bonita I. Lee | 100% | 24,171 | 30,000 | | Romolo C. Santarosa | 55% | 8,600 | 10,154 | | Anthony Kim | 45% | 5,289 | 6,231 | | Matthew D. Fuhr | 40% | 4,621 | 5,446 | | Michael Du | 30% | 3,383 | 3,101 |

  54. Long-Term Incentives

    2021 Performance-Based Restricted Stock Units The performance-based restricted stock units granted to all NEOs in March 2021 had a three-year performance period that ended on March 23, 2024. In March 2024, the CHR Committee certified the performance of these performance-based restricted stock units based on the Company’s relative TSR percentile ranking against the KBW Index. For the performance period, the Company’s TSR was -10.77%, which ranked at the 48th percentile of the KBW Index, resulting in a payout of 92.06% of the target number of performance-based restricted stock units granted in 2021. Payout percentages at various levels of performance for these performance-based restricted stock units are illustrated in the table below.

  55. Long-Term Incentives

    | Company TSR Percent Rank vs. KBW Index | Percent of Total Number Earned and Vested | | Below 35th Percentile | 0% | | 35th Percentile | 50% | | 50th Percentile | 100% | | 75th Percentile | 150% |

  56. Long-Term Incentives

    The following table lists the number of 2021 performance-based restricted stock units earned by applicable NEOs for this three-year performance period. These performance-based restricted stock units vested in March 2024.

  57. Long-Term Incentives

    | | 2021 Performance- Based Restricted Stock Units Earned at 92.06% (#) | | Bonita I. Lee | 14,447 | | Romolo C. Santarosa | 5,504 | | Anthony Kim | 2,477 | | Matthew D. Fuhr | 1,926 | | Michael Du | 1,645 |

  58. Employment Agreements

    Employment Agreements The Company maintains employment agreements with Ms. Lee and Mr. Santarosa. These agreements set forth each individual’s base salary, bonus compensation, equity compensation granted in connection with their promotions and employee benefits, as well as providing them with the opportunity to receive certain post-employment payments and benefits, including acceleration of equity awards, in the case of certain involuntary terminations of employment without cause or resignations for good reason. The agreements also reconfirmed the agreements previously entered into prohibiting them from recruiting or soliciting our employees or disclosing our confidential information or business practices. In February 2022, the Company entered into an amended and restated employment agreement with Ms. Lee (“Lee Amended Agreement”). The Lee Amended Agreement replaced Ms. Lee’s then-existing employment agreement with the Company and the Bank and provided for (i) a three-year term commencing on February 28, 2022, and ending on February 28, 2025, which would renew automatically for one-year periods unless either Ms. Lee or the Company provided written notice of non-renewal, (ii) annual salary of $715,000, reviewed at least annually, (iii) annual target cash bonus of 75% of salary, and (iv) twenty-five days of paid vacation annually. In March 2025, the Company entered into a First Amendment to the Lee Amended Agreement, extending the term of the agreement to April 28, 2028, or if earlier, the close of business on the effective date of termination of employment pursuant to Section 5 of the Lee Amended Agreement. On April 28, 2028, and on each subsequent anniversary, the term of the Lee Amended Agreement will automatically renew for an additional year, unless either party provides written notice of non-renewal. All other terms of the Lee Amended Agreement remain in effect. In July 2022, the Company entered into a first amendment to the amended and restated employment agreement with Mr. Santarosa (“Santarosa Amended Agreement”), which extended the employment term through February 2025. In March 2025, the Company entered into a second amendment to the Santarosa Amended Agreement, extending the term of the agreement to December 31, 2027, or if earlier, the close of business on the effective date of termination of employment pursuant to Section 5 of the Santarosa Amended Agreement. On December 31, 2027, and on each subsequent anniversary, the term of the Santarosa Amended Agreement will automatically renew for an additional year, unless either party provides written notice of non-renewal. All other terms of the Santarosa Amended Agreement remain in effect.

  59. Post-Employment Compensation

    Post-Employment Compensation Our post-employment compensation arrangements are designed to provide reasonable compensation to Ms. Lee and Mr. Santarosa if they are terminated by us without cause or in connection with a change in control. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. Our CHR Committee and the Board of Directors do not consider specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. The CHR Committee and the Board believe, however, that these arrangements are necessary to offer compensation packages that are competitive. The treatment of outstanding equity awards held by NEOs upon termination of employment or in connection with a change in control is described below in the “Employment Agreements” and “Potential Payments Upon Termination of Employment or Change in Control” sections. All other executives are employed “at-will,” and Hanmi does not provide any right to additional payments or benefits in the event of a termination of employment or a change in control of Hanmi.

  60. Discussion of Equity Unit Award Grant Timing

    Discussion of Equity Unit Award Grant Timing The Company does not have a written policy related to the time as to when equity awards are granted during the year. The CHR Committee currently grants restricted stock and performance-based restricted stock units to our executive officers, and restricted stock to other key employees. The Board currently grants restricted stock to our directors. Equity awards are granted to our executive officers and other key employees under the long-term incentive plan. The equity awards for our executive officers and other employees are made in the spring of each year during the annual review cycle. In the case of our directors, the grant date is in May of each year and falls on the date we hold our annual meeting. The CHR Committee or Board may make off cycle equity awards from time to time on an as-needed basis as circumstances warrant. The Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  61. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the total compensation paid to or earned by each of the NEOs for the years ended December 31, 2024, 2023, and 2022.

  62. SUMMARY COMPENSATION TABLE

    | | | | | Non-Equity | | | | | | | | Incentive | | | | | | | Stock | Plan | All Other | | | Name and Principal | | Salary | Awards | Compensation | Compensation | Total | | Position | Year | ($) (1) | ($) (2) | ($) (3) | ($) (4) | ($) | | Bonita I. Lee | 2024 | 780,000 | 803,409 | 603,893 | 81,000 | 2,268,302 | | President & CEO | 2023 | 762,500 | 715,010 | 515,738 | 80,517 | 2,073,765 | | | 2022 | 703,750 | 650,041 | 777,563 | 81,755 | 2,213,109 | | Romolo C. Santarosa | 2024 | 480,000 | 278,416 | 247,913 | 60,004 | 1,066,333 | | Sr. EVP & CFO | 2023 | 470,631 | 244,872 | 204,042 | 58,418 | 977,963 | | | 2022 | 438,416 | 210,013 | 306,075 | 54,741 | 1,009,245 | | Anthony Kim | 2024 | 360,000 | 171,030 | 150,198 | 37,807 | 719,035 | | Sr. EVP & CBO | 2023 | 348,693 | 143,130 | 140,663 | 38,025 | 670,511 | | | 2022 | 313,154 | 105,019 | 184,718 | 36,106 | 638,997 | | Matthew D. Fuhr | 2024 | 314,609 | 149,457 | 143,506 | 36,619 | 644,191 | | EVP & CCO | 2023 | 309,814 | 118,749 | 127,026 | 35,665 | 591,254 | | | 2022 | 292,277 | 84,010 | 157,304 | 34,343 | 567,935 | | Michael Du | 2024 | 268,667 | 96,747 | 75,655 | 30,064 | 471,133 | | EVP & CRO | 2023 | 264,573 | 76,062 | 65,250 | 29,557 | 435,441 | | | 2022 | 249,597 | 59,799 | 87,444 | 25,236 | 422,075 |

  63. SUMMARY COMPENSATION TABLE

    (1) Represent salaries earned during the fiscal year shown. (2) Represent the aggregate grant date fair value of stock awards for the year indicated in accordance with FASB ASC Topic 718. The grant date fair value of time-based restricted stock awards is calculated using the closing market price of our common stock on the grant date. The per-share grant date fair value for performance-based restricted stock is estimated based on the use of a Monte Carlo valuation methodology and the probable outcome of the achievement of the performance conditions as determined in accordance with FASB Topic 718, which resulted in a per-share grant date fair value of $14.30 for 2024. The maximum grant date fair value of the performance-based restricted stock units based on the original grant date fair value is $643,500 for Ms. Lee, $217,803 for Mr. Santarosa, $133,655 for Mr. Kim, $116,817 for Mr. Fuhr, and $66,516 for Mr. Du. For additional information on the valuation assumptions for these grants, see Note 15 (Share-Based Compensation) to our Consolidated Financial Statements included in our Form 10-K for the year-ended December 31, 2024. (3) Represent the performance-based cash bonuses earned under the AIP during the year indicated. For a more complete description of the bonuses earned by the NEOs for 2024, see “Compensation Discussion and Analysis – Short-Term Cash Incentives – Annual Incentive Plan.” (4) All Other Compensation for 2024 consisted of the following:

  64. SUMMARY COMPENSATION TABLE

    | | 401(k) | Cost of | Perquisites & | | | | Employer | Personal Life | Other | | | | Contributions | Insurance | Benefits | | | Name | ($) | ($) | ($) (a) | Total | | Bonita I. Lee | 20,700 | 5,628 | 54,672 | 81,000 | | Romolo C. Santarosa | 20,700 | | 39,304 | 60,004 | | Anthony Kim | 20,700 | | 17,107 | 37,807 | | Matthew D. Fuhr | 20,700 | | 15,919 | 36,619 | | Michael Du | 20,035 | | 10,029 | 30,064 |

  65. SUMMARY COMPENSATION TABLE

    (a) Perquisites consist of auto allowance for the NEOs, which totaled $36,000 for Ms. Lee and $26,220 for Mr. Santarosa, holiday gift cards, social and country club dues for Ms. Lee, social club dues for Mr. Santarosa, gas allowance, year of service awards, and a technology allowance. Unless specified, none of the perquisites individually exceeded the greater of $25,000 or 10% of the total amount of perquisites for each NEO.

  66. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides information concerning plan-based awards granted or awarded during 2024 to each of the NEOs.

  67. GRANTS OF PLAN-BASED AWARDS

    | | | | | | | | | | All Other | | | | | | | | | | | | Stock Awards: | Grant Date | | | | | Estimated Future Payouts Under Non-Equity Incentive | | | Estimated Future Payouts Under Equity Incentive | | | Number of Shares of | Fair Value Of Stock | | | | | Plan Awards (1) | | | Plan Awards (2) | | | Stock | and Option | | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Awards | | Name | Award Type | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) (3) | ($) (4) | | Bonita I. Lee | Annual Incentive Plan | | 292,500 | 585,000 | 877,500 | | | | | | | | Time-Based Restricted Stock | 4/1/2024 | | | | | | | 24,171 | 374,409 | | | Performance-Based Restricted Stock Units | 4/1/2024 | | | | 15,000 | 30,000 | 45,000 | | 429,000 | | Romolo C. Santarosa | Annual Incentive Plan | | 120,000 | 240,000 | 360,000 | | | | | | | | Time-Based Restricted Stock | 4/1/2024 | | | | | | | 8,600 | 133,214 | | | Performance-Based Restricted Stock Units | 4/1/2024 | | | | 5,077 | 10,154 | 15,231 | | 145,202 | | Anthony Kim | Annual Incentive Plan | | 81,000 | 162,000 | 243,000 | | | | | | | | Time-Based Restricted Stock | 4/1/2024 | | | | | | | 5,289 | 81,927 | | | Performance-Based Restricted Stock Units | 4/1/2024 | | | | 3,116 | 6,231 | 9,347 | | 89,103 | | Matthew D. Fuhr | Annual Incentive Plan | | 70,787 | 141,574 | 212,361 | | | | | | | | Time-Based Restricted Stock | 4/1/2024 | | | | | | | 4,621 | 71,579 | | | Performance-Based Restricted Stock Units | 4/1/2024 | | | | 2,723 | 5,446 | 8,169 | | 77,878 | | Michael Du | Annual Incentive Plan | | 40,300 | 80,600 | 120,900 | | | | | | | | Time-Based Restricted Stock | 4/1/2024 | | | | | | | 3,383 | 52,403 | | | Performance-Based Restricted Stock Units | 4/1/2024 | | | | 1,551 | 3,101 | 4,652 | | 44,344 |

  68. GRANTS OF PLAN-BASED AWARDS

    (1) The Annual Incentive Plan provides a cash payout based on performance. The amounts disclosed in these columns reflect the threshold, target, and maximum annual cash incentive opportunities for NEOs in 2024. The amount of the annual cash incentive opportunity depends on the base salary of the NEO for the year. Threshold performance results in a payout at 50% of target and maximum payout is 150% of target. Linear interpolation is used to determine the applicable payout amount between the threshold and target and between the target and maximum. See the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table” for actual 2024 bonuses paid. (2) Amounts in these columns represent the award of performance-based restricted stock units granted to all NEOs. The indicated threshold, target and maximum amounts correspond to the number of shares that would be earned if specified threshold, target and maximum targets were achieved (with linear interpolation for performance between the threshold and target and target and maximum levels). For more information on the 2024 performance-based restricted stock unit awards, see the Compensation Discussion and Analysis – Long Term Incentives section. (3) Amounts disclosed in this column reflect the number of restricted stock awards granted to our NEOs in 2024. (4) Amounts in this column represent the grant date fair values of stock awards granted to our NEOs in accordance with FASB ASC Topic 718. The grant date fair value of the restricted stock awards is calculated using the closing market price of our common stock on the grant date. The per share grant date fair value for the performance-based restricted stock units with market-based conditions (TSR) is estimated based on the Monte Carlo valuation methodology and the probable outcome of the achievement of the performance conditions as determined in accordance with FASB ASC Topic 718, which resulted in a per share grant date fair value of $14.30. For additional information on the valuation assumptions, see Note 15 (Share-Based Compensation) to our Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024.

  69. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table provides information relating to outstanding equity awards held by NEOs as of December 31, 2024.

  70. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | Equity | | | | | | | | | | Equity | Incentive | | | | | Equity | | | | | Incentive | Plan Awards: | | | | | Incentive | | | | | Plan Awards: | Market or | | | | | Plan Awards: | | | | | Number of | Payout Value | | | | | Number of | | | | Market | Unearned | of Unearned | | | | | Securities | | | Number of | Value of | Shares, | Shares, | | | Number of | | Underlying | | | Shares or | Shares or | Units or | Units or | | | Securities Underlying | | Unexercised | Option | | Units That | Units That | Other Rights | Other Rights | | | Unexercised Options | | Unearned | Exercise | Option | Have Not | Have Not | That Have | That Have | | | Exercisable | Unexercisable | Options | Price | Expiration | Vested | Vested | Not Vested | Not Vested | | Name | (#) | (#) | (#) | ($) | Date | (#) | ($) (1) | (#) | ($) (1) | | Bonita I. Lee | | | | | | | | | | | | | | | | | 3,922(2) | 92,638 | | | | | | | | | | 10,050(3) | 237,381 | | | | | | | | | | 24,171(4) | 570,919 | | | | | | | | | | | | 14,244(5) | 336,443 | | | | | | | | | | 18,550(6) | 438,151 | | | | | | | | | | 45,000(7) | 1,062,900 | | Romolo C. Santarosa | | | | | | | | | | | | | | | | | 1,267(2) | 29,927 | | | | | | | | | | 3,442(3) | 81,300 | | | | | | | | | | 8,600(4) | 203,132 | | | | | | | | | | | | 4,602(5) | 108,699 | | | | | | | | | | 6,353(6) | 150,058 | | | | | | | | | | 15,231(7) | 359,756 | | Anthony Kim | | | | | | | | | | | | | | | | | 635(2) | 14,999 | | | | | | | | | | 2,012(3) | 47,523 | | | | | | | | | | 5,289(4) | 124,926 | | | | | | | | | | | | 2,301(5) | 54,350 | | | | | | | | | | 3,713(6) | 87,701 | | | | | | | | | | 9,347(7) | 220,764 | | Matthew D. Fuhr | 3,000 | | | 24.83 | 6/22/2025 | | | | | | | | | | | | 508(2) | 11,999 | | | | | | | | | | 1,669(3) | 39,422 | | | | | | | | | | 4,621(4) | 109,148 | | | | | | | | | | | | 1,841(5) | 43,484 | | | | | | | | | | 3,081(6) | 72,773 | | | | | | | | | | 8,169(7) | 192,952 | | Michael Du | | | | | | 361(2) | 8,527 | | | | | | | | | | 1,069(3) | 25,250 | | | | | | | | | | 3,383(4) | 79,906 | | | | | | | | | | | | 1,310(5) | 30,942 | | | | | | | | | | 1,973(6) | 46,602 | | | | | | | | | | 4,652(7) | 109,868 |

  71. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    (1) Amount calculated using the closing stock price of $23.62 as of December 31, 2024. (2) On March 23, 2022, all of the named executive officers were granted shares of restricted stock that vest ratably over three years. (3) On March 10, 2023, all of the named executive officers were granted shares of restricted stock that vest ratably over three years. (4) On April 1, 2024, all of the named executive officers were granted shares of restricted stock that vest ratably over three years. (5) On March 23, 2022, our NEOs were awarded performance-based restricted stock units that may vest subject to the Company’s TSR performance relative to companies in the KBW Index at the end of the three-year performance period. Amounts shown are the number of shares that would be earned if the target level of performance is met for the three-year performance period. (6) On March 10, 2023, our NEOs were awarded performance-based restricted stock units that may vest subject to the Company’s TSR performance relative to companies in the KBW Index at the end of the three-year performance period. Amounts shown are the number of shares that would be earned if the target level of performance is met for the three-year performance period. (7) On April 1, 2024, our NEOs were awarded performance-based restricted stock units that may vest subject to the Company’s TSR performance relative to companies in the KBW Index at the end of the three-year performance period. Amounts shown are the number of shares that would be earned if the maximum level of performance is met for the three-year performance period.

  72. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table shows information as of December 31, 2024, for the NEOs concerning the exercise of stock options and vesting of restricted stock awards and performance-based restricted stock units during 2024.

  73. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | | | | Number of | | | | Number of Shares | Value Realized | Shares Acquired | Value Realized | | | Acquired on Exercise | on Exercise | on Vesting | on Vesting | | Name | (#)(1) | ($)(2) | (#)(3) | ($)(4) | | Bonita I. Lee | | | 27,451 | 420,527 | | Romolo C. Santarosa | 25,000 | 60,987 | 10,047 | 153,848 | | Anthony Kim | | | 4,801 | 73,768 | | Matthew D. Fuhr | | | 3,807 | 58,395 | | Michael Du | | | 3,006 | 46,041 |

  74. OPTION EXERCISES AND STOCK VESTED

    (1) Represents the total number of shares subject to options exercised during 2024. (2) Reflects the difference between the price of a share of our common stock underlying the option when exercised and the applicable exercise price, multiplied by the number of shares underlying each award. The value realized on exercise is pre-tax. (3) Represent the aggregate number of shares of restricted stock and shares subject to performance-based restricted stock units that vested during 2024. (4) Reflect the value realized upon vesting of the restricted stock and shares subject to performance-based restricted stock units as calculated based on the price of a share of our common stock on the vesting date, multiplied by the number of shares underlying each award. The value realized on vesting is pre-tax.

  75. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL Our NEOs may be entitled to certain payments and benefits in the event of a qualifying termination of employment and/or change in control. Employment Agreements. Ms. Lee’s and Mr. Santarosa’s employment agreements provide for certain severance pay and benefits upon a qualifying termination of employment, including in connection with a change in control, in addition to accelerated vesting of certain equity awards in connection with a change in control. For additional information, see “Employment Agreements” section above. Performance Based Restricted Stock Units. • All shares of performance-based restricted stock units granted under the 2021 Plan will only vest upon the occurrence of a “Change in Control” (as defined in the 2021 Plan) that is coincident with or followed by the termination of the NEO’s employment without “Cause” or by the NEO for “Good Reason” (as those terms are defined in the 2021 Plan or award agreements) and these performance-based restricted stock units will vest upon actual achievement of the performance goals measured through the date of the qualifying termination. Any units that do not become vested based on the actual performance through the date of the change in control will be forfeited. • If the NEO’s employment is terminated by the Company without “Cause” or by the executive for “Good Reason” (as those terms are defined in the in the 2021 Plan), the performance-based restricted stock units granted under the 2021 Plan will vest on the date of termination based on actual achievement of the performance goals measured through the date of termination, pro-rated for the number of days worked during the performance period. Any units that do not become vested based on the actual performance through the date of the change in control will be forfeited. Restricted Stock. All time-based restricted stock awards granted pursuant to the Company’s 2021 Plan, except as provided in the Lee Amended Agreement and the Santarosa Amended Agreement, will only vest upon the occurrence of a “Change in Control” (as defined in 2021 Plan) that is coincident with or followed by the termination of NEO’s employment without “Cause” or by the NEO for “Good Reason” (as those terms are defined in the 2021 Plan or award agreements). As noted above in the Employment Agreements section, the time-based restricted stock awards held by Ms. Lee and Mr. Santarosa will automatically vest upon the occurrence of a “Change in Control” (as defined in their employment agreements) pursuant to their respective employment agreements. Voluntary Termination and Termination for Cause. Upon voluntary termination or termination by the Company for cause NEOs would forfeit all unvested equity and are not eligible to receive any termination- related compensation, except payments for services performed or benefits already accrued. The tables below set forth for each of the NEOs the amount of the severance payments and benefits and the accelerated vesting of equity awards that the NEOs would have been entitled to upon various change in control and termination of employment events as described above, assuming that a change in control and/or termination of employment occurred on December 31, 2024.

  76. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    | | | Accelerated | Health | | | | | Vesting of | and | | | | Cash | Stock | Welfare | | | | Severance | Awards | Benefits | Total | | Name | ($) | ($)(1)(2) | ($) | ($) | | Bonita I. Lee (3) | | | | | | Termination Without Cause or for Good Reason | 1,401,653 | 1,174,647 | 45,737 | 2,622,037 | | Qualifyfing Termination in Connection with a Change in Control | 3,683,728 | 2,640,395(6) | 45,737 | 6,369,861 | | Death or Disabilty (5) | 621,653 | | | 621,653 | | Change in Control | | 900,938 | | 900,938 | | Romolo C. Santarosa (4) | | | | | | Termination Without Cause or for Good Reason | 709,524 | 396,307 | 34,183 | 1,140,014 | | Qualifyfing Termination in Connection with a Change in Control | 1,495,599 | 899,753(6) | 34,183 | 2,429,535 | | Death or Disabilty (5) | 229,524 | | | 229,524 | | Change in Control | | 314,359 | | 314,359 | | Anthony Kim | | | | | | Termination Without Cause or for Good Reason | | 146,286 | | 146,286 | | Qualifyfing Termination in Connection with a Change in Control | | 531,550 | | 531,550 | | Death or Disabilty | | | | — | | Change in Control | | | | — | | Matthew D. Fuhr | | | | | | Termination Without Cause or for Good Reason | | 122,449 | | 122,449 | | Qualifyfing Termination in Connection with a Change in Control | | 454,363 | | 454,363 | | Death or Disabilty | | | | — | | Change in Control | | | | — | | Michael Du | | | | | | Termination Without Cause or for Good Reason | | 77,641 | | 77,641 | | Qualifyfing Termination in Connection with a Change in Control | | 291,008 | | 291,008 | | Death or Disability | | | | | | Change in Control | | | | |

  77. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    (1) The amount shown is equal to the number of shares of time-based restricted stock and performance-based restricted stock units that would accelerate vesting upon a change in control or termination of employment (as applicable), multiplied by $23.62, the closing price of our common stock on December 31, 2024. (2) Upon the occurrence of a change in control that is coincident with or followed by NEO’s termination without cause or resignation for good reason, the performance-based restricted stock unit awards granted under the 2021 Plan will vest based on actual achievement of the performance goal measured through the employment termination date. All outstanding and unvested time-based restricted stock awards will also fully vest upon the occurrence of a change in control that is coincident with or followed by the termination of NEO’s employment without cause or resignation for good reason (except as provided under the Lee Amended Agreement and the Santarosa Amended Agreement, discussed further in the footnote below). (3) The Lee Amended Agreement provides for payment of certain benefits in the event of various termination scenarios. — Termination Without Cause or For Good Reason: Ms. Lee is entitled to payment of her then current base salary for one year (which is $780,000), accrued but unused vacation, the pro-rated portion of her prior year’s bonus (which was $515,738) based on the number of days worked during the year of termination, vesting of her time-based restricted stock awards as if her employment had continued for one year following the termination date (December 31, 2024, for reporting purposes in this table), pro-rated vesting of the performance-based restricted stock unit awards based on actual performance as of December 31, 2024, and reimbursement for COBRA payments for a period of 18 months. — Termination in Connection with a Change in Control: If Ms. Lee’s employment is terminated by us without cause or by her for good reason, in either case, within 18 months of a change in control, she is entitled to receive a lump-sum payment in an amount equal to two and one half times the sum of (a) her then current base salary and (b) the greater of (i) the average annual bonus earned over the past three calendar years or (ii) her then current year’s target annual bonus, accrued but unused vacation, accelerated vesting of all time-based restricted stock awards upon a change in control, vesting of the performance-based restricted stock unit awards based on performance as of December 31, 2024 as described in footnote #2 above, and reimbursement for COBRA payments for a period of 18 months. If any payments or benefits provided to Ms. Lee in connection with a change in control are subject to excise taxes as a result of the application of Sections 280G and 4999 of the Internal Revenue Code, such payments and benefits will be reduced so that no excise tax is payable, but only if this reduction results in a more favorable after-tax position for her. (4) The Santarosa Amended Agreement provides for payment of certain benefits in the event of various termination scenarios. — Termination Without Cause or For Good Reason: Mr. Santarosa is entitled to payment of his then current base salary for one year (which is $480,000), the pro-rated portion of his prior year’s bonus based on the number of days worked during the year of termination (which was $204,042), accrued but unused vacation, vesting of his time based restricted stock awards as if his employment had continued for one year following the actual termination date (December 31, 2024, for reporting purposes in this table), pro-rated vesting of the performance-based restricted stock unit awards based on actual performance as of December 31, 2024, and reimbursement for COBRA payments for a period of 18 months. — Termination in Connection with a Change in Control: If Mr. Santarosa’s employment is terminated by us without cause or by him for good reason, in either case, within 18 months of a change in control, he is entitled to receive a lump-sum payment in an amount equal to two times the sum of (a) his then current base salary and (b) greater of (i) the average annual bonus earned over the past two calendar years or (ii) his then current year’s target annual bonus, accrued but unused vacation, accelerated vesting of all time-based restricted stock awards upon a change in control, vesting of the performance-based restricted stock unit awards based on performance as of December 31, 2024 as described in footnote #2 above, and reimbursement for COBRA payments for a period of 18 months. If any payments or benefits provided to Mr. Santarosa in connection with a change in control are subject to excise taxes as a result of the application of Sections 280G and 4999 of the Internal Revenue Code, such payments and benefits will be reduced so that no excise tax is payable, but only if this reduction results in a more favorable after-tax position for him. (5) The Lee Amended Agreement and the Santarosa Amended Agreement provide that, upon death or disability, the Company will pay an amount equal to any accrued but unused vacation and a pro-rated portion of the prior year’s bonus based on the number days worked during the year of termination. Ms. Lee and Mr. Santarosa would each receive the full amount of the 2023 bonus payout ($515,738 and $204,042, respectively), as this table assumes the termination would have occurred on the last day of the fiscal year. (6) To provide a complete view of the amount Ms. Lee and Mr. Santarosa would receive for a qualifying termination of employment in connection with a change in control, this amount also includes the value of the equity acceleration that would occur automatically on a change in control.

  78. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information. For 2024: • The median of the annual total compensation of all employees of our company (other than our CEO), was $78,376 and • The annual total compensation of Ms. Lee, our CEO was $2,268,302. Based on this information, the ratio for 2024 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 29 to 1. SEC rules allow us to identify our median employee once every three years unless there has been a change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosure. We believe there have been no changes in our employee population or employee compensation arrangements that would result in a significant change to this pay ratio disclosure. Therefore, we are using the same median employee identified for fiscal year 2023 for this year's disclosure. We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and CEO: • The median employee was identified for 2023 based on the employee population on December 31, 2023, which consisted of all full-time, part-time, temporary, and seasonal employees employed on that date. • To identify the median employee of our population (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2023. • We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation. • After identifying the median employee, we added together all of the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $78,376. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table, which is also in accordance with the requirements of Item 402(c)(2)(x).

  79. Pay Versus Performance (“PVP”)

    Pay Versus Performance (“PVP”) In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last five completed calendar years. In determining the Compensation Actually Paid to our principal executive officer (“PEO”) and Non-PEO NEOs reported in the table below, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2020, 2021, 2022, 2023, and 2024 calendar years. Note that for our NEOs other than our PEO, compensation is reported as an average.

  80. Pay Versus Performance (“PVP”)

    | | | | | | Value of Initial Fixed $100 Investment based on: (3) | | | | | Year | Summary Compensation Table Total for Bonita I. Lee ($) (1) | Compensation Actually Paid to Bonita I. Lee ($) (1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (2) | Average Compensation Actually Paid to Non-PEO NEOs ($) (2) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) (4) | Return on Average Assets (5) | | 2024 | 2,268,302 | 3,084,111 | 725,173 | 895,696 | 147 | 124 | 62.2 | 0.83% | | 2023 | 2,073,765 | 1,383,605 | 668,792 | 560,197 | 114 | 108 | 80.0 | 1.08% | | 2022 | 2,213,109 | 2,543,027 | 659,563 | 694,852 | 138 | 108 | 101.4 | 1.44% | | 2021 | 1,869,786 | 2,927,802 | 604,668 | 750,438 | 127 | 120 | 98.7 | 1.64% | | 2020 | 1,463,615 | 1,193,723 | 452,948 | 344,616 | 59 | 89 | 42.2 | 0.72% |

  81. Pay Versus Performance (“PVP”)

    (1) The PEO was Bonita I. Lee for each year shown in the table above. (2) Non-PEO NEOs for 2021, 2022, 2023, and 2024 were Romolo C. Santarosa, Anthony Kim, Matthew D. Fuhr, and Michael Du. Non-PEO NEOs for 2020 were Romolo C. Santarosa, Anthony Kim, Matthew D. Fuhr, and Min Park. (3) The Peer Group used for this calculation was the S&P U.S. Small Cap Banks Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year for the Company and in the S&P U.S. Small Cap Banks Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (4) Net Income reflected represents GAAP Net Income as reported on Form 10-K consolidated financials. (5) We determined Return on Average Assets (ROAA) to be the most important financial performance measure used to link Company performance to the Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024.

  82. PEO Compensation

    | Year | SCT Total for PEO ($) | SCT Reported Equity Award Value for PEO ($) | Equity Award Adjustments for PEO ($) (1) | Compensation Actually Paid to PEO ($) | | 2024 | 2,268,302 | (803,409) | 1,619,218 | 3,084,111 |

  83. Relationship of Compensation Actually Paid to Performance Measures

    Relationship of Compensation Actually Paid to Performance Measures The following charts describe the relationship of Compensation Actually Paid to certain performance measures.

  84. Compensation Actually Paid (CAP) vs. Company Selected Measure (CSM): Return on Average Assets

    Compensation Actually Paid (CAP) vs. Company Selected Measure (CSM): Return on Average Assets The chart below sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Return on Average Assets during the four most recently completed fiscal years.

  85. Compensation Actually Paid (CAP) vs. Hanmi 5-year Cumulative TSR vs. Peer 5-year Cumulative TSR

    Compensation Actually Paid (CAP) vs. Hanmi 5-year Cumulative TSR vs. Peer 5-year Cumulative TSR The chart below sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR during the five most recently completed fiscal years, and the TSR for the S&P U.S. Small Cap Banks Index over the same period.

  86. Compensation Actually Paid (CAP) vs. Net-Income

    Compensation Actually Paid (CAP) vs. Net-Income The chart below sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s net income during the five most recently completed fiscal years.