DEF 14A of Hanmi Financial Corp, Apr 12, 2024

DEF 14A of Hanmi Financial Corp

Filed Apr 12, 2024 · FY20230001193125-24-094600

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

  2. CONSIDERATION OF DIRECTOR NOMINEES

    | 9 | Annual Meeting Proxy Statement 2024 |

  3. CONSIDERATION OF DIRECTOR NOMINEES

    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.

  4. CONSIDERATION OF DIRECTOR NOMINEES

    | Board Diversity 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. | |

  5. CONSIDERATION OF DIRECTOR NOMINEES

    The table below provides certain highlights of the composition of our board members and nominees, representing our compliance with Nasdaq Rule 5605(f). Each of the categories listed in the below table has the meaning used in the rule.

  6. CONSIDERATION OF DIRECTOR NOMINEES

    | | Board Diversity Matrix As of March 28, 2024 | | | | | Total Number of Directors | 10 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 7 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | 3 | 4 | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | — | 3 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | | | | | Did Not Disclose Demographic Background | — | | | |

  7. CONSIDERATION OF DIRECTOR NOMINEES

    | Annual Meeting Proxy Statement 2024 | 10 |

  8. 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:

  9. 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) | ● | | | ● | ● | ● | ● | ● | | ● | ● |

  10. 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, 2023:

  11. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash | Stock Awards(3) | Total | | John J. Ahn | $88,125 | $65,010 | $153,135 | | Christie K. Chu | $66,917 | $65,010 | $131,927 | | Harry H. Chung | $64,375 | $65,010 | $129,385 | | Scott R. Diehl(1) | $26,250 | — | $26,250 | | Gloria J. Lee | $56,292 | $65,010 | $121,302 | | James A. Marasco(2) | — | — | — | | David L. Rosenblum | $84,667 | $65,010 | $149,677 | | Thomas J. Williams | $67,167 | $65,010 | $132,177 | | Michael M. Yang | $64,000 | $65,010 | $129,010 | | Gideon Yu | $59,083 | $65,010 | $124,093 |

  12. DIRECTOR COMPENSATION

    | (1) Mr. Diehl retired from the Boards in May 2023, prior to the grant of restricted stock made on May 24, 2023. |

  13. DIRECTOR COMPENSATION

    | (2) Mr. Marasco joined the Boards in January 2024. |

  14. DIRECTOR COMPENSATION

    | (3) On May 24, 2023, the Company granted 4,334 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 $15.00, in accordance with FASB ASC Topic 718. At December 31, 2023, each of the current independent directors, with the exception of Mr. Marasco, had 4,334 restricted shares outstanding and no stock options outstanding. |

  15. 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 approved an adjustment of their compensation to better align with the market peer group.

  16. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    | Annual Meeting Proxy Statement 2024 | 12 |

  17. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    Commencing in June 2023, the Company increased its non-employee director annual cash retainer from $38,500 to $42,500 for service on the Board. In addition, members of committees receive additional annual cash retainers as follows:

  18. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

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

  19. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    The Chairman of the Board receives an additional annual cash retainer, which was increased from $30,000 to $40,000. The Vice Chairman of the Board receives an additional annual cash retainer, which was increased from $15,000 to $20,000. The chairs of each committee receive an additional annual cash retainer, which were adjusted, as follows:

  20. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

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

  21. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    In addition, the directors receive an annual grant of restricted stock in the second quarter of the year. For 2023, the value of the restricted stock grant was $65,000, in line with updated market compensation data.

  22. 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.

  23. BOARD OF DIRECTORS AND NOMINEES

    | John J. Ahn Director since: 2014 Age: 59 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. |

  24. BOARD OF DIRECTORS AND NOMINEES

    | Annual Meeting Proxy Statement 2024 | 14 |

  25. BOARD OF DIRECTORS AND NOMINEES

    | Christie K. Chu Director since: 2015 Age: 59 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. 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. |

  26. BOARD OF DIRECTORS AND NOMINEES

    | Harry H. Chung Director since: 2016 Age: 54 Board Committees: Audit, CHR | Experience Mr. Chung brings over 25 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. |

  27. BOARD OF DIRECTORS AND NOMINEES

    | Bonita I. Lee Director since: 2019 Age: 61 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. |

  28. BOARD OF DIRECTORS AND NOMINEES

    | 15 | Annual Meeting Proxy Statement 2024 |

  29. BOARD OF DIRECTORS AND NOMINEES

    | Gloria J. Lee Director since: 2021 Age: 46 Board Committees: CHR, NCG, RCP | 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 becoming the firm’s Client Relations Partner, Ms. Lee was a transactional real estate attorney from 2011 through 2013 focused on representing 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 the Board of the Council of Korean Americans. She is a past President of the Orange County Asian American Bar Association where she was a board member from 2004-2012. 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. |

  30. BOARD OF DIRECTORS AND NOMINEES

    | James A. Marasco Director since: 2024 Age: 62 Board Committees: CHR, RCP | Experience Mr. Marasco brings over 35 years of experience in commercial lending and financial services to the Company. He is currently an Executive Vice President and 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 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 lending is valuable to the Company. 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. |

  31. BOARD OF DIRECTORS AND NOMINEES

    | Annual Meeting Proxy Statement 2024 | 16 |

  32. BOARD OF DIRECTORS AND NOMINEES

    | David L. Rosenblum Director since: 2014 Age: 71 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 business, 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. |

  33. BOARD OF DIRECTORS AND NOMINEES

    | Thomas J. Williams Director since: 2016 Age: 61 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. |

  34. BOARD OF DIRECTORS AND NOMINEES

    | Michael M. Yang Director since: 2016 Age: 62 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 which 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. |

  35. BOARD OF DIRECTORS AND NOMINEES

    | 17 | Annual Meeting Proxy Statement 2024 |

  36. BOARD OF DIRECTORS AND NOMINEES

    | Gideon Yu Director since: 2021 Age: 53 Board Committees: NCG, RCP | Experience Mr. Yu has 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. |

  37. 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.

  38. OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE

    OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE

  39. “FOR” EACH OF THE TEN (10) DIRECTOR NOMINEES

    “FOR” EACH OF THE TEN (10) DIRECTOR NOMINEES

  40. “FOR” EACH OF THE TEN (10) DIRECTOR NOMINEES

    | Annual Meeting Proxy Statement 2024 | 18 |

  41. Pay Program and 2023 Compensation Overview

    Pay Program and 2023 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 its 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 2023.

  42. Pay Program and 2023 Compensation Overview

    | Element | Type | 2023 Highlights | | Base Salary | Fixed | When setting base salaries, the CHR Committee considers factors such as experience, responsibilities, job performance, and market compensation information. In 2023, the CHR Committee approved base salary increases for all NEOs, including an increase for Mr. Kim in connection with his promotion, based on the factors listed above. | | 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 established goals. The annual incentive goals were achieved below target due to challenging market conditions and the historically high interest rate environment in 2023. |

  43. Pay Program and 2023 Compensation Overview

    | Element | Type | 2023 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. |

  44. Pay Program and 2023 Compensation Overview

    | • In 2023, the long-term incentive award program for NEOs used a mix of 45% time-based restricted stock and 55% performance-based restricted stock units. The time-based restricted stock will vest in equal installments over three years beginning on the first anniversary of the date of grant. The performance-based restricted stock units will 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 for 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. |

  45. Compensation Objective and Philosophy

    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:

  46. Compensation Objective and Philosophy

    | • | Maintain a compensation program that is equitable in a competitive marketplace. |

  47. Compensation Objective and Philosophy

    | • | Provide opportunities that integrate pay with the Company’s annual and long-term performance goals. |

  48. Compensation Objective and Philosophy

    | • | Maintain an appropriate balance between base salary and short- and long-term incentive opportunities. |

  49. Compensation Objective and Philosophy

    | • | 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. |

  50. Role of CHR Committee

    | • | Administer the Company’s long-term incentive program. |

  51. Role of Compensation Consultant

    Role of Compensation Consultant In 2023, the CHR Committee retained the services of Aon’s Human Capital Solutions practice, a division of Aon plc (otherwise known as McLagan), 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 2023, after taking into account the factors set forth in the SEC rules.

  52. Peer Group

    Peer Group In May 2023, the CHR Committee worked with Aon to construct a peer group of banking companies with assets at the time of selection generally between $3.0 and $15.0 billion that have similar business models and that are likely to compete with Hanmi for executive talent. The peer group was modified from 2022 to reflect peer asset size changes and acquisitions. The following two companies, Allegiance Bancshares and Lakeland Bancorp, were removed from the 2023 peer group as they were acquired or in the process of being acquired. The CHR Committee primarily used the 2023 peer group to help set the 2023 compensation program for the CEO and CFO, but the 2023 peer group is 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 2023 peer group was as follows:

  53. Peer Group

    | Banc of California, Inc. | National Bank Holdings Corp. | | Bank of Marin Bancorp | 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 |

  54. 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 2023 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 2023 target opportunity for Mr. Fuhr was increased by 5% from the 2022 level to align his compensation with the competitive market for similar experience and responsibilities. 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 measure categories. The CHR Committee reviewed and approved scorecards for each NEO to be used for 2023 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 2023, 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 2023 budget in the strategic plan. For 2023, all NEOs were allocated certain weightings of three corporate financial measures: return on average assets (“ROAA”), non-performing assets to total assets ratio (“NPA/Assets”), and efficiency ratio. In early 2023, the CHR Committee set target performance for the financial goals for each NEO under the AIP at levels it considered challenging 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 2023 contained in the strategic plan which was approved by the Board in 2022. As shown in the table below, ROAA and Efficiency Ratio were earned just above threshold and NPA/Assets was earned at maximum.

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

    | | Performance Goals | | | Actual Result | Actual Result as % of Target | | Metric | Threshold | Target | Maximum | | | | ROAA | 1.04% | 1.30% | 1.43% | 1.08% | 58% | | NPA/Assets | 0.50% | 0.42% | 0.34% | 0.21% | 150% | | Efficiency Ratio | 53.24% | 48.40% | 45.98% | 53.06% | 52% |

  56. 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.

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

    | 27 | Annual Meeting Proxy Statement 2024 |

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

    Performance measures, weightings, target award opportunities, and results for each NEO are summarized in the tables below. Bonita I. Lee – President & CEO

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

    | | | Performance Goals | | | | | | | Weight | Threshold | Target | Maximum | Actual | Achievement % | | ROAA | 20% | 1.04% | 1.30% | 1.43% | 1.08% | 11.5% | | NPA/Assets | 15% | 0.50% | 0.42% | 0.34% | 0.21% | 22.5% | | Efficiency Ratio | 20% | 53.24% | 48.40% | 45.98% | 53.06% | 10.4% | | Risk Management | 15% | Based on bank risk management results | | | See footnote (1) | 18.8% | | Strategic Plan / Project | 20% | Based on financial goals in key divisions | | | See footnote (2) | 20% | | Discretionary | 10% | Discretionarily assessed based on personal performance factors | | | See footnote (3) | 5% | | Eligible Salary | | | | | | $780,000 | | Target % of Salary | | | | | | 75% | | % Achieved | | | | | | 88% | | Payout % of Base Salary | | | | | | 66.12% | | Actual Payout | | | | | | $515,738 |

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

    | (1) The risk management metric achievement is based on the Company’s effective risk management results for the performance period. |

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

    | (2) The strategic plan / project metric achievement is based on financial goals in key divisions. |

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

    | (3) The discretionary metric achievement is based on key financial and operational goals and progress on strategic initiatives.. |

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

    | Annual Meeting Proxy Statement 2024 | 28 |

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

    Romolo C. Santarosa – Sr. EVP & CFO

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

    | | | Performance Goals | | | | | | | Weight | Threshold | Target | Maximum | Actual | Achievement % | | ROAA | 20% | 1.04% | 1.30% | 1.43% | 1.08% | 11.5% | | NPA/Assets | 15% | 0.50% | 0.42% | 0.34% | 0.21% | 22.5% | | Efficiency Ratio | 15% | 53.24% | 48.40% | 45.98% | 53.06% | 7.8% | | Risk Management | 10% | Based on bank risk management results | | | See footnote (1) | 10% | | Strategic Plan / Division Projects | 30% | Based on financial and operational goals in key divisions | | | See footnote (2) | 28.2% | | Discretionary | 10% | Discretionarily assessed based on personal performance factors. | | | See footnote (3) | 5% | | Eligible Salary | | | | | | $480,000 | | Target % of Salary | | | | | | 50% | | % Achieved | | | | | | 85% | | Payout % of Base Salary | | | | | | 42.5% | | Actual Payout | | | | | | $204,042 |

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

    | (1) The risk management metric achievement is based on the Company’s effective risk management results and internal and external audits ratings for the performance period. |

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

    | (2) The strategic plan / division projects metric achievement is based on financial and operational goals in key divisions. |

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

    | (3) The discretionary component metric achievement is based on the progress on succession planning initiatives for key roles. |

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

    | 29 | Annual Meeting Proxy Statement 2024 |

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

    Anthony Kim – Sr. EVP & CBO

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

    | | | Performance Goals | | | | | | | Weight | Threshold | Target | Maximum | Actual | Achievement % | | ROAA | 10% | 1.04% | 1.30% | 1.43% | 1.08% | 5.8% | | NPA/Assets | 10% | 0.50% | 0.42% | 0.34% | 0.21% | 15% | | Efficiency Ratio | 10% | 53.24% | 48.40% | 48.98% | 53.06% | 5.2% | | Loan Balance(1) | 5% | ~$4.16B | ~$5.2B | ~$6.2B | ~$5.37B | 5.4% | | Loan Production Budget(1) | 5% | ~$697.6M | ~$872.0M | ~$1.04B | ~$884.8M | 5.2% | | Deposit Balance(1) | 10% | ~$4.86B | ~$6.08B | ~$7.3B | ~$6.1B | 10.1% | | Income Budget(1) | 10% | ~$119.6M | ~$149.5M | ~$179.4M | ~$128.7M | 6.5% | | Strategic Plan / Project | 20% | Based on financial and operational goals in key divisions | | | See footnote (2) | 18.6% | | Risk Management | 10% | Based on bank risk management results and internal audit reviews | | | See footnote (3) | 10% | | Discretionary | 10% | Discretionarily assessed based on personal performance factors | | | See footnote (4) | 5% | | Eligible Salary | | | | | | $360,000 | | Target % of Salary | | | | | | 45% | | % Achieved | | | | | | 86.8% | | Payout % of Base Salary | | | | | | 39.07% | | Actual Payout | | | | | | $140,663 |

  72. 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. |

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

    | (2) The strategic plan / project metric achievement is based on certain financial and operational goals in key divisions. |

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

    | (3) The risk management metric achievement is based on the results of internal audit reviews of divisions and the Company’s effective risk management results. |

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

    | (4) The discretionary metric achievement is based on certain key operational goals, including leading the Company’s response to the banking crisis in 2023. |

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

    | Annual Meeting Proxy Statement 2024 | 30 |

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

    Matthew D. Fuhr – EVP & CCO

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

    | | | Performance Goals | | | | | | | Weight | Threshold | Target | Maximum | Actual | Achievement % | | ROAA | 20% | 1.04% | 1.30% | 1.43% | 1.08% | 11.5% | | NPA/Assets | 20% | 0.50% | 0.42% | 0.34% | 0.21% | 30% | | Efficiency Ratio | 10% | 53.24% | 48.40% | 45.98% | 53.06% | 5.2% | | Risk Management | 20% | Based on bank risk management results and, audit and key operational initiatives | | | 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% | | Discretionary | 10% | Discretionarily assessed based on personal performance factors | | | See footnote (3) | 5% | | Eligible Salary | | | | | | $314,609 | | Target % of Salary | | | | | | 45% | | % Achieved | | | | | | 90% | | Payout % of Base Salary | | | | | | 40.38% | | Actual Payout | | | | | | $127,026 |

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

    | (1) The risk management metric achievement is based on internal and external audit ratings, the Company’s effective risk management, and progress on other key operational initiatives related to risk management. |

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

    | (2) The strategic plan / project metric achievement is based on support of key strategic and operational initiatives in certain business units and implementation targets for a strategic project. |

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

    | (3) The discretionary metric achievement is based on the completion of a succession plan and achieving certain asset quality metrics. |

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

    | 31 | Annual Meeting Proxy Statement 2024 |

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

    Michael Du – EVP & CRO

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

    | | | Performance Goals | | | | | | | Weight | Threshold | Target | Maximum | Actual | Achievement % | | ROAA | 10% | 1.04% | 1.30% | 1.43% | 1.08% | 5.8% | | NPA/Assets | 10% | 0.50% | 0.42% | 0.34% | 0.24% | 15% | | Efficiency Ratio | 10% | 53.24% | 48.40% | 45.98% | 53.06% | 5.2% | | BSA | 10% | Based on enhancements to BSA program | | | See footnote (1) | 10% | | Information Security | 10% | Based on enhancements to information security program and compliance management system | | | See footnote (2) | 10% | | Compliance | 10% | Based on enhancements to compliance management system | | | See footnote (3) | 7% | | Risk Management | 10% | Based on enhancements to risk management program | | | See footnote (4) | 8% | | Risk Management Results | 20% | Based on risk management results and internal audit ratings | | | See footnote (5) | 20% | | Discretionary | 10% | Discretionarily assessed based on personal performance factors | | | See footnote (6) | 0% | | Eligible Salary | | | | | | $268,667 | | Target % of Salary | | | | | | 30% | | % Achieved | | | | | | 81% | | Payout % of Base Salary | | | | | | 24.29% | | Actual Payout | | | | | | $65,250 |

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

    | (1) The BSA metric achievement is based on the completion of operational and risk management goals related to the Bank Security Act (“BSA”) program. |

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

    | (2) The information security metric achievement is based on the progress made on IT strategy and data security goals. |

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

    | (3) The compliance metric achievement is based on the progress made on improving the Company’s compliance programs. |

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

    | (4) The risk management metric achievement is based on successfully leading enhancements to the Company’s risk management programs. |

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

    | (5) The risk management results metric achievement is based on the Company’s effective risk management results and internal audit ratings. |

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

    | (6) The discretionary metric achievement is based on the progress made on developing a qualified and stable risk and compliance organization. |

  91. Long-Term Incentives

    Long-Term Incentives Long-term incentive awards, such as stock options, restricted stock and performance 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

  92. Long-Term Incentives

    | Annual Meeting Proxy Statement 2024 | 32 |

  93. Long-Term Incentives

    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 provide long-term incentive awards to our executive officers through our stockholder approved 2013 Equity Compensation Plan (“2013 Plan”) and 2021 Equity Compensation Plan (“2021 Plan”). The CHR Committee approves all equity award grants and acts as an administrator of the 2013 Plan and 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 2023, the CHR Committee continued using a long-term incentive award program mix for NEOs of 55% performance-based restricted stock units and 45% time-based restricted stock grants. For 2023, 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. 2023 Time-Based Restricted Stock Grants

  94. Long-Term Incentives

    | • | On March 10, 2023, the CHR Committee granted shares of restricted stock to our NEOs, at which time our closing price was $21.45 per share. The shares vest in equal annual installments over three years beginning on the first anniversary of the date of grant. |

  95. Long-Term Incentives

    | • | 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. |

  96. Long-Term Incentives

    2023 Performance-Based Restricted Stock Units

  97. Long-Term Incentives

    | • | On March 10, 2023, the CHR Committee granted shares of performance-based restricted stock units to our NEOs. |

  98. Long-Term Incentives

    | • | 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. |

  99. Long-Term Incentives

    | • | 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. |

  100. Long-Term Incentives

    | • | 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. |

  101. Long-Term Incentives

    | 33 | Annual Meeting Proxy Statement 2024 |

  102. Long-Term Incentives

    | • | 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 |

  103. 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% |

  104. 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 2023:

  105. Long-Term Incentives

    | Named Executive Officer | 2023 Long-Term Incentive Target Awards | | | | | Total Target Equity Award Opportunity as a % of Salary | Time-Based Restricted Stock (#) | Performance- Based Restricted Stock Units (#) | | Bonita I. Lee | 100% | 15,000 | 18,550 | | Romolo C. Santarosa | 55% | 5,137 | 6,353 | | Anthony Kim | 45% | 3,003 | 3,713 | | Matthew D. Fuhr | 40% | 2,491 | 3,081 | | Michael Du | 30% | 1,596 | 1,973 |

  106. Long-Term Incentives

    2020 Performance-Based Restricted Stock Units Granted to Ms. Lee On August 5, 2020, the CHR Committee granted 23,937 shares of performance-based restricted stock units to Ms. Lee. The grant provided for vesting based on Company’s TSR performance relative to the KBW Index for a three-year performance (August 5, 2020, through August 5, 2023) based on the same table for the 2023 performance-based restricted stock units described above. In August 2023, the CHR Committee certified the Company’s TSR was 109.93% for the performance period, which ranked at the 98th percentile of the peer group, resulting in a payout of 150% of target and the vesting of 35,906 shares subject to Ms. Lee’s 2020 performance-based restricted stock unit award.

  107. 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 reconfirm the agreements previously entered into prohibiting them from recruiting or soliciting our employees or disclosing our confidential information or business practices. In August 2021, the Company amended Ms. Lee’s employment agreement to provide a base salary of $650,000, retroactively effective as of April 4, 2021, and an annual target cash bonus of 75% of salary for the fiscal year ending December 31, 2021. In February 2022, the Company entered into an amended and restated employment agreement with Ms. Lee (“Lee Amended Agreement”). The Lee Amended Agreement is effective as of February 28, 2022, and replaces Ms. Lee’s then-existing employment agreement with the Company and the Bank. The Lee Amended Agreement provides for (i) a three-year term commencing on February 28, 2022, and ending on February 28, 2025, which then renews automatically for one-year periods unless either Ms. Lee or the Company provides written notice of non-renewal, (ii) annual salary of $715,000, which will be reviewed at least annually beginning in 2023, (iii) annual target cash bonus of 75% of salary, and (iv) twenty-five days of paid vacation annually.

  108. Employment Agreements

    | Annual Meeting Proxy Statement 2024 | 34 |

  109. Employment Agreements

    In July 2022, the Company entered into a first amendment to the amended and restated employment agreement with Mr. Santarosa (“Santarosa Amended Agreement”). The Santarosa Amended Agreement is effective as of June 30, 2022, and provides for an extended term to February 28, 2025, which then renews automatically for one-year periods unless either Mr. Santarosa or the Company provides notice of non-renewal. All other terms of Mr. Santarosa’s amended and restated employment agreement remain in effect.

  110. 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. It does 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.

  111. 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, 2023, 2022, and 2021.

  112. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Bonita I. Lee 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 | | | 2021 | 616,346 | 524,983 | 660,075 | 68,382 | 1,869,786 | | Romolo C. Santarosa 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 | | | 2021 | 414,615 | 199,978 | 272,160 | 52,696 | 939,449 | | Anthony Kim 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 | | | 2021 | 291,158 | 89,980 | 154,324 | 34,114 | 569,575 | | Matthew D. Fuhr EVP & CCO | 2023 | 309,814 | 118,749 | 127,026 | 35,665 | 591,254 | | | 2022 | 292,277 | 84,010 | 157,304 | 34,343 | 567,935 | | | 2021 | 276,368 | 69,980 | 134,260 | 33,271 | 513,879 | | Michael Du EVP & CRO | 2023 | 264,573 | 76,062 | 65,250 | 29,557 | 435,441 | | | 2022 | 249,597 | 59,577 | 87,444 | 25,236 | 422,075 | | | 2021 | 238,006 | 57,757 | 73,826 | 24,178 | 395,767 |

  113. SUMMARY COMPENSATION TABLE

    | (1) The amounts shown in this column represent salaries earned during the fiscal year shown. |

  114. SUMMARY COMPENSATION TABLE

    | (2) Amounts in this column 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 units are 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 $21.20. The maximum grant date fair value of the performance-based restricted stock units based on the original grant date fair value is $589,890 for Ms. Lee, $202,025 for Mr. Santarosa, $118,073 for Mr. Kim, $97,976 for Mr. Fuhr, and $62.741 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, 2023. |

  115. SUMMARY COMPENSATION TABLE

    | (3) Amounts in this column 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 2023, see “Compensation Discussion and Analysis – Short-Term Cash Incentives – Annual Incentive Plan.” |

  116. SUMMARY COMPENSATION TABLE

    | (4) All Other Compensation for 2023 consisted of the following: |

  117. SUMMARY COMPENSATION TABLE

    | Name | 401(k) Employer Contributions ($) | Perquisites & Other Benefits ($) (a) | | Bonita I. Lee | 19,800 | 60,717 | | Romolo C. Santarosa | 19,800 | 38,618 | | Anthony Kim | 19,800 | 18,225 | | Matthew D. Fuhr | 19,800 | 15,865 | | Michael Du | 19,800 | 9,757 |

  118. 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, Company provided life insurance benefit premium in the amount of $5,628 for Ms. Lee, 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. |

  119. SUMMARY COMPENSATION TABLE

    | Annual Meeting Proxy Statement 2024 | 38 |

  120. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides information concerning plan-based awards granted or awarded during 2023 to each of the NEOs.

  121. GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value Of Stock and Option Awards ($) (4) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Bonita I. Lee | Annual Incentive Plan | | 292,500 | 585,000 | 877,500 | | | | | | | | Time-Based Restricted Stock | 3/10/2023 | | | | | | | 15,000 | 321,750 | | | Performance-Based Restricted Stock Units | 3/10/2023 | | | | 9,275 | 18,550 | 27,825 | | 393,260 | | Romolo C. Santarosa | Annual Incentive Plan | | 120,000 | 240,000 | 360,000 | | | | | | | | Time-Based Restricted Stock | 3/10/2023 | | | | | | | 5,137 | 110,189 | | | Performance-Based Restricted Stock Units | 3/10/2023 | | | | 3,177 | 6,353 | 9,530 | | 134,684 | | Anthony Kim | Annual Incentive Plan | | 81,000 | 162,000 | 243,000 | | | | | | | | Time-Based Restricted Stock | 3/10/2023 | | | | | | | 3,003 | 64,414 | | | Performance-Based Restricted Stock Units | 3/10/2023 | | | | 1,857 | 3,713 | 5,570 | | 78,716 | | Matthew D. Fuhr | Annual Incentive Plan | | 70,787 | 141,574 | 212,361 | | | | | | | | Time-Based Restricted Stock | 3/10/2023 | | | | | | | 2,491 | 53,432 | | | Performance-Based Restricted Stock Units | 3/10/2023 | | | | 1,541 | 3,081 | 4,622 | | 65,317 | | Michael Du | Annual Incentive Plan | | 40,300 | 80,600 | 120,900 | | | | | | | | Time-Based Restricted Stock | 3/10/2023 | | | | | | | 1,596 | 34,234 | | | Performance-Based Restricted Stock Units | 3/10/2023 | | | | 987 | 1,973 | 2,960 | | 41,828 |

  122. 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 2023. 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 2023 bonuses paid. |

  123. GRANTS OF PLAN-BASED AWARDS

    | (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 2023 performance-based restricted stock unit awards, see “Compensation Discussion and Analysis – Long Term Incentives” section above. |

  124. GRANTS OF PLAN-BASED AWARDS

    | (3) Amounts disclosed in this column reflect the number of restricted stock awards granted to our NEOs in 2023. |

  125. GRANTS OF PLAN-BASED AWARDS

    | (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 use of a 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 $21.45. 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, 2023. |

  126. GRANTS OF PLAN-BASED AWARDS

    | 39 | Annual Meeting Proxy Statement 2024 |

  127. 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, 2023.

  128. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not | | Name | Exercisable (#) | Unexercisable (#) | | | | | | | Vested ($) (1) | | Bonita I. Lee | | | | | | | | | | | | | | | | | 4,250(2) | 82,450 | | | | | | | | | | 7,726(3) | 149,884 | | | | | | | | | | 15,000(4) | 291,000 | | | | | | | | | | | | 23,538(5) | 456,637 | | | | | | | | | | 7,122(6) | 138,167 | | | | | | | | | | 9,275(7) | 179,935 | | Romolo C. Santarosa | 25,000 | | | 23.31 | 6/8/2025 | | | | | | | | | | | | 1,619(2) | 31,409 | | | | | | | | | | 2,496(3) | 48,422 | | | | | | | | | | 5,137(4) | 99,658 | | | | | | | | | | | | 8,967(5) | 173,960 | | | | | | | | | | 2,301(6) | 44,639 | | | | | | | | | | 3,177(7) | 61,624 | | Anthony Kim | 15,000 | | | 22.25 | 4/23/2024 | | | | | | | | | | | | 730(2) | 14,162 | | | | | | | | | | 1,249(3) | 24,231 | | | | | | | | | | 3,003(4) | 58,258 | | | | | | | | | | | | 4,035(5) | 78,279 | | | | | | | | | | 1,151(6) | 22,320 | | | | | | | | | | 1,857(7) | 36,016 | | Matthew D. Fuhr | 3,000 | | | 24.83 | 6/22/2025 | | | | | | | | | | | | 568(2) | 11,019 | | | | | | | | | | 999(3) | 19,381 | | | | | | | | | | 2,491(4) | 48,325 | | | | | | | | | | | | 3,138(5) | 60,877 | | | | | | | | | | 921(6) | 17,858 | | | | | | | | | | 1,541(7) | 29,886 | | Michael Du | | | | | | 485(2) | 9,409 | | | | | | | | | | 711(3) | 13,793 | | | | | | | | | | 1,596(4) | 30,962 | | | | | | | | | | | | 2,679(5) | 51,973 | | | | | | | | | | 655(6) | 12,707 | | | | | | | | | | 987(7) | 19,138 |

  129. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (1) Amount calculated using the closing stock price of $19.40 as of December 31, 2023. |

  130. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Annual Meeting Proxy Statement 2024 | 42 |

  131. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (2) On March 24, 2021, all of the named executive officers were granted shares of restricted stock that vest ratably over three years. |

  132. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (3) On March 23, 2022, all of the named executive officers were granted shares of restricted stock that vest ratably over three years. |

  133. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (4) On March 10, 2023, all of the named executive officers were granted shares of restricted stock that vest ratably over three years. |

  134. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (5) On March 24, 2021, 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. |

  135. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (6) 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 threshold level of performance is met for the three-year performance period. |

  136. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (7) 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 threshold level of performance is met for the three-year performance period. |

  137. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table shows information as of December 31, 2023, for the NEOs concerning the exercise of stock options and vesting of restricted stock awards and performance-based restricted stock units during 2023.

  138. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($) (4) | | Bonita I. Lee | 50,000 | 306,354 | 50,359 | 956,196 | | Romolo C. Santarosa | | | 2,800 | 52,109 | | Anthony Kim | | | 2,000 | 34,900 | | Matthew D. Fuhr | | | 2,060 | 34,860 | | Michael Du | | | 819 | 15,244 |

  139. OPTION EXERCISES AND STOCK VESTED

    | (1) The amounts shown in this column represent the total number of shares subject to options exercised during 2023. |

  140. OPTION EXERCISES AND STOCK VESTED

    | (2) The amounts shown in this column reflect 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. |

  141. OPTION EXERCISES AND STOCK VESTED

    | (3) The amounts shown in this column represent the aggregate number of shares of restricted stock and shares subject to performance-based restricted stock units that vested during 2023. |

  142. OPTION EXERCISES AND STOCK VESTED

    | (4) The amounts shown in this column 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. |

  143. 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 and Severance 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 upon a change in control. For additional information, see “Employment Agreements” section above. Performance Based Restricted Stock Unit. For performance-based restricted stock units granted under the 2013 Plan:

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

    | • | In the event that a “Change in Control” (as defined in the 2013 Plan) occurs during the NEO’s service, the shares of performance-based restricted stock units granted under the 2013 Plan will vest on the |

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

    | 43 | Annual Meeting Proxy Statement 2024 |

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

    | date of the “Change in Control” based on actual achievement of the performance goals measured through the date of the change in control, and any units that do not become vested based on the actual performance through the date of the change in control will be forfeited. |

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

    | • | 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 2013 Plan), the performance-based restricted stock units granted under the 2013 Plan will vest on the date of termination based on actual achievement of the performance goals measured through the date of termination, and any units that do not become vested based on the actual performance through the date of the change in control will be forfeited. |

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

    For performance-based restricted stock units granted under the 2021 Plan:

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

    | • | 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. |

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

    | • | 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. |

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

    Restricted Stock. All time-based equity awards granted pursuant to the Company’s 2013 Plan will automatically vest upon the occurrence of a “Change in Control” (as defined in the 2013 Plan). All time-based equity 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, 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.

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

    | Annual Meeting Proxy Statement 2024 | 44 |

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

    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, 2023.

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

    | Name | Cash Severance ($) | Accelerated Vesting of Stock Awards ($) (1)(2) | Health and Welfare Benefits ($) | Total ($) | | Bonita I. Lee(3) | | | | | | Termination Without Cause or for Good Reason | 1,661,888 | 708,915 | 40,310 | 2,411,112 | | Qualifying Termination in Connection with a Change in Control | 3,609,798 | 979,972(6) | 40,310 | 4,630,079 | | Death or Disability(5) | 881,888 | | | 881,888 | | Change in Control | | 979,972 | | 979,972 | | Romolo C. Santarosa(4) | | | | | | Termination Without Cause or for Good Reason | 815,203 | 262,094 | 30,040 | 1,107,337 | | Qualifying Termination in Connection with a Change in Control | 1,492,432 | 353,449(6) | 30,040 | 1,875,921 | | Death or Disability(5) | 335,203 | | | 335,203 | | Change in Control | | 353,449 | | 353,449 | | Anthony Kim | | | | | | Termination Without Cause or for Good Reason | | 78,279 | | 78,279 | | Qualifying Termination in Connection with a Change in Control | | 174,930(6) | | 174,930 | | Death or Disability | | | | | | Change in Control | | 92,441 | | 92,441 | | Matthew D. Fuhr | | | | | | Termination Without Cause or for Good Reason | | 60,877 | | 60,877 | | Qualifying Termination in Connection with a Change in Control | | 139,602(6) | | 139,602 | | Death or Disability | | | | | | Change in Control | | 71,896 | | 71,896 | | Michael Du | | | | | | Termination Without Cause or for Good Reason | | 51,973 | | 51,973 | | Qualifying Termination in Connection with a Change in Control | | 106,137(6) | | 106,137 | | Death or Disability | | | | | | Change in Control | | 61,382 | | 61,382 |

  155. 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 $19.40, the closing price of our common stock on December 31, 2023. |

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

    | (2) As described above the performance-based restricted stock unit awards held by the NEOs are eligible to vest as a result of a termination without cause or resignation for good reason or upon a change in control (only awards under the 2013 Plan) based on actual achievement of the performance goal measured through the employment termination date or change in control. The 2021 performance-based restricted stock unit awards held by the NEOs would be earned at maximum based on actual achievement of the performance measures through December 31, 2023. 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. The 2022 and 2023 performance-based restricted stock unit awards held by the NEOs would not be earned based on actual achievement of the performance measures through December 31, 2023. All outstanding and unvested time-based equity awards granted under the 2013 Plan will automatically vest on a change in control. All outstanding and unvested time-based equity awards granted pursuant to the 2021 Plan will only 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 below). |

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

    | 45 | Annual Meeting Proxy Statement 2024 |

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

    | (3) The Lee Amended Agreement provides for payment of certain benefits in the event of various termination scenarios. |

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

    | — | 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 $777,563) based on the number of days worked during the year of termination, vesting of her time-based equity awards as if her employment had continued for one year following the termination date (December 31, 2023, for reporting purposes in this table), vesting of the performance-based restricted stock unit awards based on performance as of December 31, 2023 (pro-rated vesting for the 2022, and 2023 performance-based restricted stock unit awards), and reimbursement for COBRA payments for a period of 18 months. The 2021 performance-based restricted stock unit awards held by Ms. Lee would be earned at maximum based on actual achievement of the performance measures through December 31, 2023. The 2022 and 2023 performance-based restricted stock unit awards held by Ms. Lee would not be earned based on actual achievement of the performance measures through December 31, 2023. |

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

    | — | 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 shares upon a change in control, vesting of the performance-based restricted stock unit awards based on performance as of December 31, 2023 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. |

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

    | (4) The Santarosa Amended Agreement provides for payment of certain benefits in the event of various termination scenarios. |

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

    | — | 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 $306,075), accrued but unused vacation, vesting of his time based equity awards as if his employment had continued for one year following the actual termination date (December 31, 2023, for reporting purposes in this table), vesting of the performance-based restricted stock unit awards based on performance as of December 31, 2023 (pro-rated vesting for the 2022 and 2023 performance-based restricted stock unit awards), and reimbursement for COBRA payments for a period of 18 months. The 2021 performance-based restricted stock unit awards held by Mr. Santarosa would be earned at maximum based on actual achievement of the performance measures through December 31, 2023. The 2022 and 2023 performance-based restricted stock unit awards held by Ms. Santarosa would not be earned based on actual achievement of the performance measures through December 31, 2023. |

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

    | — | 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 shares upon a change in control, vesting of the performance-based restricted stock unit awards based on performance as of December 31, 2023 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. |

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

    | (5) Employment agreements for Ms. Lee and Mr. Santarosa 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 2022 bonus payout ($777,563 and $306,075, respectively), as this table assumes the termination would have occurred on the last day of the fiscal year. |

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

    | (6) To provide a complete view of the amount an NEO 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 on a change in control. |

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

    | Annual Meeting Proxy Statement 2024 | 46 |

  167. 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 2023:

  168. CEO PAY RATIO

    | • | The median of the annual total compensation of all employees of our company (other than our CEO), was $75,055 and |

  169. CEO PAY RATIO

    | • | The annual total compensation of Ms. Lee, our CEO was $2,073,765. |

  170. CEO PAY RATIO

    Based on this information, the ratio for 2023 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 28 to 1. 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:

  171. CEO PAY RATIO

    | • | 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. |

  172. CEO PAY RATIO

    | • | To find the median of the annual total compensation of our employees (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. |

  173. CEO PAY RATIO

    | • | We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation. |

  174. CEO PAY RATIO

    | • | After identifying the median employee, we added together all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $75,055. |

  175. CEO PAY RATIO

    With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table, which is also in accordance with the requirements of Item 402(c)(2)(x).

  176. CEO PAY RATIO

    | 47 | Annual Meeting Proxy Statement 2024 |

  177. 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 four 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, and 2023 calendar years. Note that for our NEOs other than our PEO, compensation is reported as an average.

  178. PAY VERSUS PERFORMANCE (“PVP”)

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (2) | Average Compensation Actually Paid to Non-PEO NEOs ($) (2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (3) | Net Income MM ($) (4) | Return on Average Assets (5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 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% |

  179. PAY VERSUS PERFORMANCE (“PVP”)

    | (1) The PEO was Bonita I. Lee for each year shown in the table above. |

  180. PAY VERSUS PERFORMANCE (“PVP”)

    | (2) Non-PEO NEOs for 2021, 2022 and 2023 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. |

  181. PAY VERSUS PERFORMANCE (“PVP”)

    | (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, 2023. 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. We chose to use the S&P 500 U.S. Small Cap Banks Index as the Peer Group in this year’s Pay Versus Performance Disclosure based on new guidance from the SEC. Although the peer group in last year’s Pay Versus Performance disclosure, the KBW Nasdaq Regional Banking Index, is utilized as a metric to determine the vesting of the performance-based restricted stock units, this index is not consistently used each year by the CHR Committee and the Company to determine the pay for all executives. If the KBW Nasdaq Regional Banking Index was used for the peer group this year, the TSRs for 2020 through 2023 would be $91, $125, $116, and $116, respectively. |

  182. PAY VERSUS PERFORMANCE (“PVP”)

    | (4) Net Income reflected represents GAAP Net Income as reported on Form 10-K consolidated financials. |

  183. PAY VERSUS PERFORMANCE (“PVP”)

    | (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 2023. ROAA may not have been the most important financial performance measure for prior years, and we may determine a different financial performance to be the most important financial performance measure in future years. |

  184. PEO Compensation

    | Year | SCT Total for PEO ($) | SCT Reported Equity Award Value for PEO ($) | Equity Award Adjustments for PEO ($) (1) | Compensation Actually Paid to PEO ($) | | 2023 | 2,073,765 | (715,010) | 24,850 | 1,383,605 |

  185. 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.

  186. 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.

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

    | Annual Meeting Proxy Statement 2024 | 50 |

  188. Compensation Actually Paid (CAP) vs. Hanmi

    Compensation Actually Paid (CAP) vs. Hanmi