DEF 14A of East West Bancorp Inc
Filed Apr 10, 2025 · FY20240001174947-25-000556
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| INDEPENDENT REVIEW | | | | › Independent Compensation Consultant | › | Compensation Strategy and Plan | | PRACTICES AND POLICIES | | | | › High Proportion of At-Risk Compensation | › | Emphasis on Long-Term Incentive Compensation | | › Stockholder Alignment and Engagement | › | No “Single Trigger” Change of Control Payments | | › Stock Ownership Contains Holding Period | › | “Claw Back” Right |
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| | Manuel P. Alvarez INDEPENDENT Founding Principal, BridgeCounsel Strategies, LLC DIRECTOR SINCE: 2022 COMMITTEES: Audit, Risk Oversight |
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| | Molly Campbell INDEPENDENT Former Director, Port Department of the Port Authority of New York and New Jersey DIRECTOR SINCE: 2014 COMMITTEES: Audit, Compensation, Nominating/Corporate Governance |
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| | Archana Deskus INDEPENDENT Former Executive Vice President and Chief Technology Officer, PayPal Holdings, Inc. DIRECTOR SINCE: 2019 COMMITTEES: Compensation, Risk Oversight |
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| | Serge Dumont INDEPENDENT Vice Chairman, ImpactWayv, Inc. DIRECTOR SINCE: 2022 COMMITTEES: Compensation, Nominating/Corporate Governance |
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| | Mark Hutchins INDEPENDENT Retired Partner, KPMG LLP DIRECTOR SINCE: 2023 COMMITTEE: Audit, Risk Oversight (Chair) |
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| | Paul H. Irving INDEPENDENT Senior Advisor, Milken Institute DIRECTOR SINCE: 2010 COMMITTEES: Audit, Nominating/Corporate Governance (Chair), Risk Oversight |
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| | Sabrina Kay INDEPENDENT CEO, Fremont Private Investments DIRECTOR SINCE: 2022 COMMITTEES: Compensation, Nominating/Corporate Governance |
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| | Jack C. Liu INDEPENDENT Senior Attorney, Alliance International Law Offices DIRECTOR SINCE: 1998 COMMITTEES: Compensation (Chair), Nominating/Corporate Governance, Risk Oversight |
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| | Dominic Ng Chairman of the Board and CEO of East West Bancorp, Inc. and East West Bank DIRECTOR SINCE: 1991 COMMITTEE: Executive (Chair) |
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| | Lester M. Sussman LEAD INDEPENDENT DIRECTOR Retired, Deloitte Audit Partner DIRECTOR SINCE: 2015 COMMITTEES: Audit (Chair), Executive, Compensation, Risk Oversight |
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| Compensation Consultant The Compensation Committee appointed Meridian Compensation Partners, LLC as its independent compensation consultant in 2024. The Compensation Committee uses its compensation consultant to: › Assist and advise the Compensation Committee during its meetings; › Provide information based on third-party data and analysis of compensation programs at comparable financial institutions for the design and implementation of our executive and non-employee director compensation programs; › Compile and analyze compensation data for financial services companies; › Assist the Compensation Committee in forming a peer group; and › Provide independent information as to the reasonableness and appropriateness of the compensation levels and compensation programs of the Company relative to comparable financial services companies. |
Stockholder Nominees
All communications (other than commercial communications soliciting the sale of goods or services to, or employment with, the Company or directors of the Company) will be directed to the appropriate committee, the Chairman of the Board, the Lead Independent Director, or to any individual director specified in the communication, as applicable. Stock Ownership Guidelines All directors and NEOs are required to own the Company’s common stock to further align the financial interests of our directors and management with those of our stockholders. The stock ownership guideline for directors is three times their annual cash retainer, and the guideline should be met within five years of the date of election. The stock ownership guideline for the CEO is six times his annual base salary, and the stock ownership guideline for NEOs is one time their annual base salary. These guidelines should be met within five years of the date of hire. The Company’s Stock Ownership Guidelines for directors and senior management are posted on the Company’s website, which can be found at www.eastwestbank.com/investors by clicking on Corporate Information — Governance Documents. NEOs have additional holding requirements for stock acquired as part of their compensation. NEOs are required to hold until retirement at least 51% of any stock acquired upon the exercise of stock options (net of taxes and net of the grant price paid) and at least 51% of any stock received upon vesting (net of taxes) of restricted stock or restricted stock units (“RSUs”). Additionally, in 1998, the Company launched the Spirit of Ownership Program, which provides annual restricted stock grants or RSUs to all Company employees. The program was launched with the premise that each employee is a shareholder, with a vested stake in the Company’s long-term success, growth, and profitability. No Pledging/Hedging of Company Securities Pursuant to our Insider Trading Policy, directors, officers and employees may not pledge the Company’s securities or engage in hedging strategies, including those designed to hedge or offset any decrease in the market value of the Company’s securities granted as compensation or held directly or indirectly by such person. Additionally, directors, officers and employees may not sell short or trade derivatives involving the Company’s securities. Certain Relationships and Related Transactions Our Code of Conduct and Corporate Governance Guidelines provide guidance for addressing actual or potential conflicts of interests, including those that may arise from transactions and relationships between the Company and its executive officers or directors. To provide further clarity and guidance on these matters, the Company has adopted a written policy regarding the review, approval or ratification of related party transactions. The policy generally provides that the Audit Committee will review and approve in advance, or will ratify, all related party transactions between the Company and our directors, director nominees, executive officers, and persons known by the Company to own more than 5% of our common stock, and any of their immediate family members. Related party transactions include transactions or relationships involving the Company in which amounts involved exceed $120,000 and the above related parties had or will have a direct or indirect material interest. Under the policy, the failure to approve a related party transaction in advance would not invalidate the transaction or violate the policy as long as it is submitted to the Audit Committee for review and ratification as promptly as practicable after entering into the transaction. The Audit Committee works with our General Counsel in reviewing and considering whether any identified transactions or relationships are covered by the policy. In determining whether to approve or ratify a transaction or relationship that is covered by the policy, the Audit Committee considers, among other things:
Stockholder Nominees
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Manuel P. Alvarez | 133,768 | 133,732 | | 267,500 | | Molly Campbell | 133,768 | 133,732 | | 267,500 | | Archana Deskus | 133,768 | 133,732 | | 267,500 | | Serge Dumont | 133,768 | 133,732 | | 267,500 | | Rudolph I. Estrada(3) (retired) | 158,768 | 133,732 | | 292,500 | | Mark Hutchins | 161,268 | 133,732 | | 295,000 | | Paul H. Irving | 156,268 | 133,732 | | 290,000 | | Sabrina Kay | 133,768 | 133,732 | | 267,500 | | Jack C. Liu | 161,268 | 133,732 | | 295,000 | | Lester M. Sussman | 201,268 | 133,732 | | 335,000 |
Stockholder Nominees
2024 Business and Financial Performance Highlights In 2024, we continued to deliver strong and consistent financial performance. The Company achieved record loans of $53.7 billion, record deposits of $63.2 billion, and record assets of $76.0 billion. We also outperformed peer banks in terms of ROA, ROE, and total shareholder return (“TSR”). The Compensation Committee believes the Company’s 2024 pay decisions reflected the continued alignment between the Company’s financial and organizational objectives and its executive compensation program. We have outperformed peer banks over time. We consistently achieved a higher ROA and ROE for each of the last three years relative to the median ROA and ROE achieved by (i) our compensation peer group described on page 40 of this Proxy (the “Peer Group”) and (ii) the banks comprising the KBW Nasdaq BANK INDEX (“BKX”). Company Results Compared to Peers 2024 RETURN ON ASSETS OF 1.60% 2024 RETURN ON EQUITY OF 15.93% THREE-YEAR TOTAL SHAREHOLDER RETURN (“TSR”) OF 31.97% AS OF DECEMBER 31, 2024 Our Compensation Philosophy We designed our executive compensation program to attract and retain talented managers, while rewarding them for delivering on our key financial and strategic goals. Guiding principles of our executive compensation program include:
Stockholder Nominees
ROLE OF THE COMPENSATION CONSULTANT The independent compensation consultant, Meridian Compensation Partners, LLC, reports directly to the Compensation Committee, advising the Committee on trends and issues in executive compensation and providing comparative compensation information for companies with which the Company competes for talent. The Compensation Committee has the sole authority to retain and oversee the work of the consultants, who do not provide services to Company management. The Compensation Committee evaluates the independence of the consultant annually. ROLE OF MANAGEMENT The Company’s Human Resources Department provides additional analysis, administrative support, and counsel as requested by the Compensation Committee. Members of management do not recommend, determine, or participate in Committee discussions related to their individual compensation arrangements. The CEO provides executive compensation recommendations for his direct reports, including the other NEOs, but does not participate in discussions related to his own compensation. 2024 STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION Our compensation policies and practices continue to evolve based on input and correspondence submitted from our stockholders, our review of market practices, our consideration of the independent compensation consultant’s advice, our review of reports issued by proxy advisory firms, and the results of the most recent annual “Say-on-Pay” vote by stockholders. Approximately 98.7% of the votes cast at our 2024 annual meeting of stockholders approved the Company’s 2023 executive compensation. The Compensation Committee views the high approval percentage as an indication that stockholders were generally satisfied with the executive compensation structure and how it was designed. USE OF PEER GROUP The Compensation Committee, with input from its independent compensation consultant, reviews at least annually the composition of peer companies against which the Company evaluates itself for compensation purposes. In determining the composition, financial institutions were primarily chosen based on comparable asset size, with additional consideration of other metrics such as market capitalization, revenue, geographic presence, business model, and complexity of operations. In November 2023, the Compensation Committee approved our 2024 compensation peer group which consisted of 21 bank holding companies with similar market capitalization and asset size as the Company (the “Peer Group”). The composition of the Peer Group was updated to better reflect the Company’s business focus, asset size, and continued growth by adding Citizens Financial Group, Fifth Third Bancorp, and M&T Bank Corporation. As of December 31, 2024, our Peer Group’s total assets ranged from $35.2 billion to $223.7 billion, with a median total asset size of $77.6 billion. As of December 31, 2024, the median market capitalization of our Peer Group was $8.7 billion, with a range between $2.9 billion and $31.2 billion. With respect to total assets and market capitalization, the Company ranked in the 48th percentile and 62nd percentile, respectively, relative to the Peer Group as of December 31, 2024. THE COMPANIES IN THE PEER GROUP WERE AS FOLLOWS:
Stockholder Nominees
| FY 2024 Peer Group | | | | BankUnited, Inc. (NYSE: BKU) | First Citizens BancShares, Inc. (Nasdaq: FCNC.A) | Regions Financial Corporation (NYSE: RF) | | BOK Financial Corporation (Nasdaq: BOKF) | Huntington Bancshares Incorporated (Nasdaq: HBAN) | SouthState Corporation (NYSE: SSB) | | Citizens Financial Group, Inc. (NYSE:CFG) | KeyCorp (NYSE: KEY) | Synovus Financial (NYSE: SNV) | | Columbia Banking System, Inc. (NYSE: COLB) | M&T Bank Corporation (NYSE: MTB) | Valley National Bancorp (Nasdaq: VLY) | | Comerica Incorporated (NYSE: CMA) | Northern Trust Corporation (Nasdaq: NTRS) | Western Alliance Bancorporation (NYSE: WAL) | | Cullen/Frost Bankers, Inc. (NYSE: CFR) | Pinnacle Financial Partners, Inc. (Nasdaq: PNFP) | Wintrust Financial Corporation (Nasdaq: WTFC) | | Fifth Third Bancorp (Nasdaq: FITB) | Popular, Inc. (Nasdaq: BPOP) | Zions Bancorp (Nasdaq: ZION) |
Stockholder Nominees
It is important to note that in determining executive compensation, the Compensation Committee does not solely rely on comparative data from the Peer Group. While comparisons can be useful in identifying general compensation trends and overall pay levels, the Compensation Committee recognizes there may be meaningful differences between us and our peer companies. The listing of NEOs, for example, may vary amongst our peer companies, with titles, compensation, and tenure that do not readily track with ours. The Compensation Committee uses the comparison data as a general indicator of market trends in executive compensation but does not use it exclusively to set compensation levels for the CEO or other NEOs. In addition to peer data, the Compensation Committee also uses salary data from published industry sources. Any compensation decisions also reflect considerations for individual and company performance, the position and tenure, responsibilities within the Company, and other factors to determine total compensation for the NEOs. See “Compensation-Setting Process” below for a more detailed discussion. For purposes of determining long-term incentive awards, the Compensation Committee and its independent compensation consultant determined it would be appropriate to continue benchmarking to banks in the BKX (the “Long-Term Performance Peer Group”). The use of this benchmark compares our performance to a broader index of financial institutions determined by a third party, aligns with our investors’ perspectives and increases the transparency of the Company’s goal-setting process. COMPENSATION-SETTING PROCESS Compensation for the NEOs and certain other executive officers is typically evaluated and set by the Compensation Committee in the first quarter of each year, using the competitive compensation data provided by the independent compensation consultant, peer data, as well as Company business departments and individual performance data. An executive’s compensation is generally established after considering the following factors:
Stockholder Nominees
| › Competitive pay data for similar jobs and responsibilities in the market; | › Individual performance and overall contributions; | | › The Company’s performance against financial measures; | › The business climate, economic conditions, and other factors; and | | › The Company’s performance relative to strategic initiatives approved by the Compensation Committee; | › The results of the most recent “Say-on-Pay” stockholder vote. |
Stockholder Nominees
| | | Corporate Performance | | | | | Executive | Title | Target Bonus % of Salary | Financial | Strategy | Individual | | Dominic Ng | Chairman and CEO | 145% | 70% | 30% | - | | Christopher J. Del Moral-Niles | Executive Vice President, Chief Financial Officer | 100% | 45% | 20% | 35% | | Irene H. Oh | Executive Vice President, Chief Risk Officer | 100% | 45% | 20% | 35% | | Douglas P. Krause | Vice Chairman, Chief Corporate Officer | 100% | 45% | 20% | 35% | | Parker L. Shi | Executive Vice President, Chief Operating Officer | 100% | 45% | 20% | 35% |
Stockholder Nominees
2024 Financial Metrics Financial metrics comprised 70% of the Performance-Based Bonus Plan Corporate Goals in 2024. On an annual basis, the Company evaluates the performance metrics used and modifies the metrics and the weightings as deemed appropriate. In 2024, the Company updated the metrics to more closely align with key priorities for the year, including growing operating earnings (“EPS”), total loans, total deposits, and pre-tax, pre-provision (“PTPP”) income, while managing credit quality. The weighting for the financial metrics consisted of 80% on growth, including operating EPS, PTPP income, and average total loans and deposits growth, and 20% on credit quality. Specific to the growth metrics, the weightings were 25% for operating EPS, 25% for PTPP income, 10% for average total loans growth, and 20% for average total deposits growth. The balance of the weightings consisted of 20% for the year-end criticized loans ratio. For 2024, financial targets were established in line with the Company’s budget that was approved by the Board at the beginning of 2024. With consideration to a softening economic outlook for 2024, the target operating EPS and PTPP were set at $7.50 and $1,616 million, respectively, both of which were lower than actual 2023 results. The target growth rates for average total loans and average total deposits for 2024 were set at $1,250 million, or 2.5%, and $2,000 million, or 3.6%, higher than 2023 results. Both target growth rates positioned the Company above the 50th percentile, compared to analyst consensus estimates for the Peer Group. For credit quality, the target metric for the year-end criticized loans ratio was set at 3.38%, placing the Company above the 50th percentile based on recent criticized loan ratio estimates for the Peer Group. The 2024 financial metrics, measured against actual results, are summarized as follows: 2024 Strategic Metrics and Results In determining the 2024 Performance-Based Bonus payouts for the strategic component, the Compensation Committee evaluated management’s performance in four key strategic areas: Back to Basics, Deepen Customer Relationships, Strategic Growth, and Talent. In 2024, we continued to make progress in addressing regulatory matters affecting three lines of defense. To build our mid- and back-office capabilities, we continued to strengthen our enterprise capabilities and improve our operations. We grew product fees with new and existing clients and reached record fee income growth. To invest in our future, we focused on product innovation, improved retail banking, wealth management, and digital banking. Our efforts resulted in new client acquisitions, additional product offerings, and enhanced banking experiences for our customers. We continued to focus on developing our people, as we completed the bank-wide initiative to have 100% of associates participate in our annual goal- setting program. We also made strategic hires to expand our talent base, while adding new leaders in the executive team and key business areas to support the growth of the Company. The following highlights some of the key achievements in 2024 for each of the Company’s strategic goals.
Stockholder Nominees
| | | Target Weightings | | | 2024 Payout (as a % of Target) | | | | | Executive | Target Bonus as % Salary | Corporate Performance | | Individual | Corporate Performance | | Individual | Total Payout | | | | Financial | Strategic | | Financial | Strategic | | | | Dominic Ng | 145% | 70% | 30% | - | 175% | 150% | - | 168% | | Christopher J. Del Moral-Niles | 100% | 45% | 20% | 35% | 175% | 150% | 142% | 159% | | Irene H. Oh | 100% | 45% | 20% | 35% | 175% | 150% | 129% | 154% | | Douglas P. Krause | 100% | 45% | 20% | 35% | 175% | 150% | 97% | 143% | | Parker L. Shi | 100% | 45% | 20% | 35% | 175% | 150% | 131% | 155% |
Stockholder Nominees
Long-Term Incentive Awards Long-term incentive (“LTI”) awards are compensation awards designed to align the compensation of our executive officers to stockholder returns. These awards are generally granted as stock in the first quarter of each year, allowing the Compensation Committee adequate time to evaluate prior year performance. When determining the annual LTI awards for our executive officers, the Compensation Committee believes it is important to take into account not only the grant date values included in the “Summary Compensation Table,” but also to consider the effect of the year-end value of our stock on those awards over time. The timing of the grants generally follows the filing of the Company’s annual report on Form 10-K and occurs before the start of the Company’s “blackout period,” during which insiders may not engage in Company stock transactions. LTI awards issued in 2024 were granted under the Company’s 2021 Stock Incentive Plan, as amended (the “2021 Stock Incentive Plan”), which is the Company’s current omnibus stockholder-approved plan for equity awards to employees. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in 2024. One hundred percent of the value of LTI awards granted to our NEOs is made through performance-based restricted stock units (“PSUs”). Awards are subject to three one-year performance periods (for example, for awards granted in 2024: January 1, 2024, through December 31, 2024; January 1, 2025, through December 31, 2025; and January 1, 2026, through December 31, 2026), and are payable at the end of the three-year period. Each year, an NEO is eligible to earn a “target” number of PSUs equal to one third of the total PSUs granted based on actual performance. As described below, the actual number of PSUs earned may be higher or lower than the target amount depending on the Company’s financial performance that year relative to the Long-Term Performance Peer Group, which was defined as the banks in the KBW Nasdaq Bank Index (“BKX”). The actual number of PSUs earned in a year can range from 0% to 200% of the target PSUs. The Compensation Committee believes this practice further aligns our compensation program with industry best practices for LTI awards and reflects an appropriate balance between financial reward and long-term performance.
Stockholder Nominees
| Metric | Weighting | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | | ROA | 37.5% | 30th percentile | 50th percentile | >= 80th percentile | | ROE | 37.5% | 30th percentile | 50th percentile | >= 80th percentile | | TSR | 25% | 30th percentile | 50th percentile | >= 80th percentile |
Stockholder Nominees
| NEO | 2024 Target PSUs | 2024 RSUs | | Dominic Ng | 58,678 | 28 | | Christopher J. Del Moral-Niles | 5,216 | 28 | | Irene H. Oh | 13,040 | 28 | | Douglas P. Krause | 11,084 | 28 | | Parker L. Shi | 9,780 | 28 |
Stockholder Nominees
PSU Payouts The PSUs awarded in 2022 had three one-year performance periods, with the last performance period ending on December 31, 2024. Based on the Company’s performance for ROA (37.5% weighting), ROE (37.5% weighting), and TSR (25% weighting) relative to the Long-Term Performance Peer Group, the Compensation Committee determined that the PSUs paid out at 150.0% of target for 2022, resulting from a 22nd percentile rank for TSR, 98th percentile rank for ROA, and 98th percentile rank for ROE; 187.7% of target for 2023 resulting from a 65th percentile rank for TSR, 100th percentile rank for ROA, and 100th percentile rank for ROE; and 180.4% of target for 2024 resulting from a 57th percentile rank for TSR, 100th percentile rank for ROA, and 91st percentile rank for ROE. Please refer to the “Option Exercises and Stock Vested” table on page 55 for the number of shares each NEO earned. Mr. Del Moral-Niles did not participate in the 2022 and 2023 PSU program because he joined the Company in late 2023. The PSUs awarded in 2023 have three one-year performance periods. The first two performance periods ended on December 31, 2023, and December 31, 2024, respectively. Based on the Company’s performance for ROA (37.5% weighting), ROE (37.5% weighting), and TSR (25% weighting) relative to the Long-Term Performance Peer Group, the Compensation Committee determined that the PSUs were earned at 187.7% of target in 2023 resulting from a 65th percentile rank for TSR, 100th percentile rank for ROA, and 100th percentile rank for ROE; and 180.4% of target in 2024 resulting from a 57th percentile rank for TSR, 100th percentile rank for ROA, and 91st percentile rank for ROE. The last performance period ends on December 31, 2025. Earned shares will not be payable until the end of the third year. The PSUs awarded in 2024 have three one-year performance periods. The first performance period ended on December 31, 2024. Based on the Company’s performance for ROA (37.5% weighting), ROE (37.5% weighting), and TSR (25% weighting) relative to the Long-Term Performance Peer Group, the Compensation Committee determined that the PSUs were earned at 180.4% of target in 2024 resulting from a 57th percentile rank for TSR, 100th percentile rank for ROA, and 91st percentile rank for ROE. The second and last performance periods end on December 31, 2025 and December 31, 2026, respectively. Retirement Programs and Perquisites Our NEOs receive the same customary benefits as all other employees, including medical, dental, life, disability, vacation cash-out, and a 401(k) Plan, which includes company matching contributions. The NEOs are eligible to participate in the same plans and to the same extent as most other salaried employees. Employees are allowed to cash out their earned vacation once a year if they meet both vacation usage and time away from work requirements set by the Company. The Company maintains a non-qualified deferred compensation plan (“Deferred Compensation Plan”) to help attract and retain executives and key employees. Our Deferred Compensation Plan provides NEOs and other key employees the opportunity to defer a specified percentage of their annual base salary and/or their bonus under the annual cash bonus plan (in each case, up to 80%). In 2024, Messrs. Ng and Shi participated in the Deferred Compensation Plan. The deferred amounts are credited to a participant’s account and are immediately vested. Amounts in a participant’s account are then hypothetically or “notionally” invested in one or more investment funds selected by such participant, with gains or losses adjusted based on the rate of return on the assets in each notional investment fund. The available investment funds used to track such notional investment returns are substantially the same as those offered under our 401(k) Plan. Returns on participant contributions are not guaranteed. The Company has the discretion to make contributions to the Deferred Compensation Plan on behalf of its participants. In 2024, the Company did not make any such contributions to the Deferred Compensation Plan. In general, the NEOs do not have different or greater benefits than other employees, except for financial planning services and the use of a Company-owned car for the CEO. The financial planning services are intended to help ensure compliance by the CEO with all applicable tax and regulatory requirements. The Compensation Committee reviews the perquisites provided to the NEOs annually as part of their overall review of executive compensation. Based on a review of competitive pay data provided by its external independent compensation consultant, the Compensation Committee determined that the perquisites provided in 2024 are within an appropriate range of competitive compensation practices relative to our Peer Group. Details about the NEOs perquisites, including the cost to the Company, are shown in the “Summary Compensation Table” under the “All Other Compensation” column on page 52 together with the accompanying footnotes. Other Compensation Policies and Information In addition to adhering to the processes described in the preceding sections, the Compensation Committee maintains a strong corporate governance culture with respect to executive compensation. Over the years, it has adopted policies, including those described below, to further align executive compensation with performance and what the Company believes is in the best interest of the stockholders. STOCK OWNERSHIP GUIDELINES The Company maintains the following stock ownership and holding guidelines for our NEOs, and they are reviewed periodically by the Nominating/Corporate Governance Committee.
Stockholder Nominees
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Dominic Ng Chairman and Chief Executive Officer | 2024 | 1,275,000 | - | 4,712,953 | - | 3,105,900 | 119,780 | 9,213,633 | | | 2023 | 1,275,000 | - | 4,745,307 | - | 2,218,500 | 119,743 | 8,358,550 | | | 2022 | 1,275,000 | - | 4,538,539 | - | 3,142,875 | 119,994 | 9,076,408 | | Christopher J. Del Moral-Niles Executive Vice President and Chief Financial Officer | 2024 | 630,462 | - | 420,757 | - | 1,011,494 | 16,125 | 2,078,838 | | | 2023 | 150,000(5) | 350,000 | 500,000 | - | - | 150 | 1,000,150 | | Irene H. Oh Executive Vice President and Chief Risk Officer | 2024 | 724,868 | - | 1,048,883 | - | 1,126,149 | 15,525 | 2,915,425 | | | 2023 | 697,489 | - | 897,958 | - | 895,843 | 14,850 | 2,506,140 | | | 2022 | 673,319 | - | 858,902 | - | 1,024,744 | 40,778 | 2,597,743 | | Douglas P. Krause Vice Chairman and Chief Corporate Officer | 2024 | 653,021 | - | 891,851 | - | 939,007 | 43,081 | 2,526,960 | | | 2023 | 629,597 | - | 897,958 | - | 812,690 | 37,530 | 2,377,775 | | | 2022 | 582,792 | 100,000 | 758,090 | - | 934,584 | 50,118 | 2,425,584 | | Parker L. Shi Executive Vice President and Chief Operating Officer | 2024 | 829,809 | - | 787,164 | - | 1,291,344 | 15,299 | 2,923,616 | | | 2023 | 813,539 | - | 739,848 | - | 995,765 | 15,450 | 2,564,602 | | | 2022 | 800,000 | - | 707,684 | - | 1,197,120 | 43,615 | 2,748,419 |
Stockholder Nominees
| Nonqualified Deferred Compensation in 2024 | | | | | | | Name | Executive Contributions in 2024 ($)(1) | Registrant Contributions in 2024 ($) | Aggregate Earnings in 2024 ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance on December 31, 2024 ($) | | Dominic Ng | 1,491,750 | - | 471,528 | - | 5,794,582 | | Christopher J. Del Moral-Niles | - | - | - | - | - | | Irene H. Oh | - | - | - | - | - | | Douglas P. Krause | - | - | - | - | - | | Parker L. Shi | 1,459,957 | - | 756,043 | - | 4,995,976 |
Stockholder Nominees
| | | | | | Value of Initial $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid Total to CEO | Average Summary Compensation Table Total for Non-CEO NEOs(2) | Average Compensation Actually Paid to non-CEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return(8) | Net Income ($ in millions) | Return on Equity | | 2024(3) | $9,213,633 | $23,395,090 | $2,611,210 | $4,856,754 | $224 | $133 | $1,166 | 15.93% | | 2023(4) | $8,358,550 | $15,412,681 | $1,948,256 | $2,572,881 | $161 | $104 | $1,161 | 17.91% | | 2022(5) | $9,076,408 | $6,591,588 | $2,236,396 | $2,110,635 | $135 | $105 | $1,128 | 19.51% | | 2021(6) | $8,649,172 | $27,525,426 | $1,938,007 | $3,294,597 | $162 | $126 | $873 | 15.70% | | 2020(7) | $6,933,775 | $13,751,400 | $1,284,762 | $1,961,710 | $104 | $90 | $568 | 11.17% |
What happens if a director nominee does not receive a majority vote?
What happens if a director nominee does not receive a majority vote? In an uncontested election, any director nominee who receives a greater number of “AGAINST” votes than votes “FOR” the nominee’s election shall immediately tender to the Board his or her offer to resign from the Board. The Board, after taking into consideration the recommendation of the Nominating/Corporate Governance Committee, will determine whether or not to accept the resignation of any nominee for director who receives a greater number of “AGAINST” votes than votes “FOR” the nominee’s election. In the event of a contested election, the director nominees who receive the largest number of votes cast “FOR” their election will be elected as directors. How are proxies solicited for the Annual Meeting? Who pays for the solicitation? Proxies are solicited by and on behalf of the Board. All expenses associated with this solicitation will be borne by us. Although there is no formal agreement to do so, we may reimburse brokers, banks and other nominees for their reasonable expense in forwarding these proxy materials to their principals. Proxies will be solicited principally through the mail, however, our directors, officers and employees may also solicit proxies personally, by telephone or via the internet. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We have retained Georgeson LLC to assist in the distribution and solicitation of proxies. Georgeson LLC may solicit proxies by personal interview, telephone, fax, mail and email. We expect that the fee for these services will not exceed $16,000, plus reimbursement of customary out-of-pocket expenses. I share an address with another stockholder, and we received multiple copies of the proxy materials. How can we obtain a single copy of the proxy materials? Stockholders who share an address and receive multiple copies of our proxy materials can request to receive a single copy in the future. To receive a single copy of the proxy materials, stockholders may contact us at:
What happens if a director nominee does not receive a majority vote?
| | EAST WEST BANCORP, INC. Attention: Investor Relations 135 N. Los Robles Avenue, 7th Floor Pasadena, California 91101 (626) 768-6000 |
What happens if a director nominee does not receive a majority vote?
Stockholders who hold shares in street name may contact their broker, bank, or other nominee to request information about “householding” (providing one copy of this Proxy Statement for all stockholders residing at one address). In some cases, stockholders who hold their shares in street name and who share the same surname and address may receive only one copy of the proxy materials. If you would like to have a separate copy of the proxy materials mailed to you or receive separate copies of future mailings, please submit your request to your broker, bank or other nominee. We will deliver such additional copies promptly upon receipt of such request. Where can I find the voting results of the Annual Meeting? We will disclose voting results on a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to include them in the Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K after final results become available.