DEF 14A of PCB Bancorp
Filed Apr 9, 2026 · FY20250001423869-26-000011
Director Nominee Qualifications and Experience
Director Nominee Qualifications and Experience The Board currently consists of eight members, each of whom is a nominee for election at the Annual Meeting. Each of the directors will be elected to serve a one-year term, until their successors are duly elected and qualified. Our directors are not required to be a shareholder of the Company in order to qualify to serve as a director. All current directors of the Company, except Don Rhee, also serve as directors of the Company’s subsidiary, PCB Bank (the “Bank”). As discussed in greater detail below, the Board has affirmatively determined that, during the last fiscal year, seven of our eight directors qualified as independent directors based upon the rules of Nasdaq and the SEC. There are no arrangements or understandings between any of the directors and any other person pursuant to which he or she was selected as a director. None of the Company’s directors is a director of any other company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940, whose common stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. The business experience of each of the current directors, who are nominees for election at the Annual Meeting is set forth below. No current director has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or with any of our executive officers. None of our directors has been involved in any bankruptcy or criminal proceedings, nor have there been any judgments or injunctions brought against any of our directors during the last ten years that we consider material to the evaluation of the ability and integrity of any director.
Director Nominee Qualifications and Experience
| Kijun Ahn, Ph.D. | | | | Dr. Ahn is one of the founding members of the Boards of the Company and the Bank. Dr. Ahn was a project manager at Moffatt and Nichol, a global infrastructure advisory firm that specializes in structural, coastal, and civil engineering; environmental sciences; economics analysis; inspection and rehabilitation; and program management solutions. Throughout his 30 plus years of experience in the construction and development field, Dr. Ahn managed many major projects, including public infrastructure projects in the states of California and Hawaii. Dr. Ahn has extensive knowledge and experience in the fields of civil engineering and construction and provides the Board with valuable insights with regard to the Bank’s customers and issues involving these industries. Dr. Ahn earned his Bachelor of Science degree from Seoul National University in Seoul, Korea and Doctorate degree in Civil Engineering from Washington University in St. Louis, Missouri. | | Director since: 2007, except for the year of 2014 | | | Age: 70 | | | Committee Membership: Compensation (Chair) Nominating and Governance | |
Director Nominee Qualifications and Experience
| Daniel Cho | | | | Mr. Cho has served on the Board of the Bank since April 2017 and on the Board of the Company since May 2020. Mr. Cho founded Banker’s Toolbox in 2000, which served over 750 banks and credit unions in the U.S as a leader in BSA/AML software. Mr. Cho sold Banker’s Toolbox in 2015. Prior to Banker’s Toolbox, Mr. Cho was a banker for 12 years working as an SBA loan manager and an IT manager. Mr. Cho has served as the Chief Executive Officer of Maya Tech since August 2016. Mr. Cho brings the Board valuable experience regarding BSA/AML compliance, banking and technology matters. Mr. Cho is a highly accomplished entrepreneur and a subject matter expert in Bank Secrecy Act and Anti-Money Laundering (“BSA/AML”) compliance and Fintech. Mr. Cho holds a Bachelor of Arts degree in Economics from University of California at Berkeley. | | Director since: 2020 | | | Age: 61 | | | Committee Membership: Audit | |
Director Nominee Qualifications and Experience
| 2026 Proxy Statement | 7 | |
Director Nominee Qualifications and Experience
| Haeyoung Cho | | | | Ms. Cho was the President and Chief Executive Officer of the Company and the Bank from October 2011 until her retirement in December 2017. Ms. Cho began her banking career in 1983 and brings over 36 years of Korean-American community banking experience. As a career banking executive and the Company’s former President and Chief Executive Officer, Ms. Cho brings the Board deep banking expertise and insights regarding the Bank’s operations. Ms. Cho is one of the founding executives of the Bank and played an instrumental role in successfully navigating the institution through the financial crisis and growing the Bank into an institution with over a billion dollars in assets. Ms. Cho earned her Bachelor of Arts degree in business administration from Duksung University in Seoul, Korea and a Master of Business Administration degree from University of Phoenix. Ms. Cho also attended the Graduate School of Banking at Colorado in Denver, Colorado. | | Director since: 2011 | | | Age: 71 | |
Director Nominee Qualifications and Experience
| Janice Chung | | | | Ms. Chung has served on the Boards of the Company and the Bank since November 2021. Ms. Chung is the Chief Executive Officer of CnK Properties, LLC and The Sanji Holdings, LLC, companies that invest, manage and develop real estate properties in Los Angeles area. Ms. Chung also founded and served as the Chief Executive Officer of BIC Technologies Group and AdRM Technologies Co., firms that specialized in providing technology and engineering services to companies processing rare metals, including titanium dioxide and base materials for solar cells and semi-conductors, primarily to global companies in South Korea and China, from 2005 to 2024. From 1999 to 2002, Ms. Chung was the Chief Executive Officer of cyberPulse Network Group in South Korea, that provided innovation-focused management consulting services to South Korean public and private sectors including startup venture incubation, raising capital for the startups, strategic business planning, technology transfer, technology commercialization in the global market and structuring new business investments. Ms. Chung, as a Certified Public Accountant, was a partner at Coopers & Lybrand LLP, now known as PricewaterhouseCoopers, at its International Tax Division in New York. Ms. Chung brings to the Board valuable management, executive and accounting experience. Ms. Chung earned her Bachelor of Science degree in business administration from the University of Southern California. | | Director since: 2021 | | | Age: 69 | | | Committee Membership: Audit Compensation | |
Director Nominee Qualifications and Experience
| Sang Young Lee | | | | Mr. Lee is one of the founding members of the Boards of the Company and the Bank, and the current Chairman of the Boards of the Company and the Bank. Mr. Lee has served as the President and Chief Executive Officer of Lee’s Gold & Diamond Import, Inc. since 1988. Founded in 1988, Lee’s Gold & Diamond Import, Inc. specializes in wholesale distribution of various jewelry products in the greater Los Angeles area. Mr. Lee also previously served as the Chairman of the Boards of the Company and the Bank from 2009 to 2012. Mr. Lee provides the Board with extensive insight into the trade industry and also possesses the business acumen and knowledge of the economic environment in that industry, which is a tremendous asset to the Board. Mr. Lee earned his Bachelor of Arts degree in law from Han Yang University and a Master of Business Administration degree in International Trade from Korea University in Seoul, Korea. | | Chairman | | | Director since: 2007 | | | Age: 75 | | | Committee Membership: Audit Compensation Nominating and Governance (Chair) | |
Director Nominee Qualifications and Experience
| 2026 Proxy Statement | 8 | |
Director Nominee Qualifications and Experience
| Hong Kyun “Daniel” Park | | | | Mr. Park has served on the Boards of the Company and the Bank since 2015. He is a Certified Public Accountant and a partner of James Y. Lee & Co., an Orange County-based accounting firm, where he has served both international and domestic middle market companies. Prior to that, Mr. Park was a partner of KNP, LLP, an accounting firm, from 2017 to 2024. Mr. Park brings about 40 years of business and accounting experience to the Board, having previously served with such prestigious accounting firms as Ernst & Young, Arthur Andersen, PwC, Deloitte & Touche, and also served as the Chief Financial Officer of several private companies. Mr. Park’s in-depth knowledge of accounting principles and auditing standards generally accepted in the U.S., as well as his valuable perspective on various industries, is a tremendous asset to the Board. Mr. Park is currently a member of AICPA and the California CPA Society. He had also served over 15 years on the Board of Governors at City Club Los Angeles. Mr. Park earned his Bachelor of Arts degree in Economics and Business from University of California at Los Angeles. | | Audit Committee Financial Expert | | | Director since: 2015 | | | Age: 67 | | | Committee Membership: Audit (Chair) | |
Director Nominee Qualifications and Experience
| Don Rhee | | | | Mr. Rhee has served on the Board of the Company since 2015. In 1988, Mr. Rhee founded Active USA, Inc., a Los Angeles-based apparel manufacturer, where he currently serves as the President and Chief Executive Officer. Mr. Rhee is a prominent leader in the Korean-American apparel business owners’ community, becoming the President of San Pedro Fashion Mart Association in 2013 and Chief Executive Officer of The World Korean Business Convention in 2015. From 1999 to 2011, Mr. Rhee was a director at Saehan Bancorp, which merged into a bank that eventually became a part of Bank of Hope. In February 2023, Mr. Rhee was awarded the Dongbaek (Camellia) Medal of the Order of Civil Merit, one of the highest civilian awards, from the Korean government for his many philanthropic activities and significant meritorious contributions to the field of education. Mr. Rhee earned his Bachelor of Science degree in Architecture and an honorary Doctorate in business administration from Yeungnam University in Korea. | | Director since: 2015 | | | Age: 70 | | | Committee Membership: Compensation Nominating and Governance | |
Director Nominee Qualifications and Experience
| Henry Kim | | | | Mr. Kim brings to the organization a distinguished track record of leadership, vision, and execution. Since the Bank’s inception in September 2003, Mr. Kim has held several key executive positions, including Chief Credit Officer, Chief Operating Officer, and Corporate Secretary. In January 2018, Mr. Kim was appointed President and Chief Executive Officer of PCB Bancorp and PCB Bank, and has served as a director of the Board of Directors for both entities. During his tenure as Chief Operating Officer, Mr. Kim oversaw the Bank’s expansion by establishing a robust branch presence throughout Southern California and expanding into the New York City metropolitan market. As President and Chief Executive Officer, Mr. Kim led the Company through a transformative period, successfully taking it public in August 2018 and expanding its footprint into Dallas, Texas and Atlanta, Georgia. Mr. Kim’s extensive banking experience, coupled with his strategic acumen, offers the Board valuable insights into the Company’s operations and long-term vision. He holds a Bachelor of Science degree in Applied Mathematics from the University of California, Santa Barbara, and is a graduate of the Pacific Coast Banking School. | | President & Chief Executive Officer | | | Director since: 2018 | | | Age: 59 | |
Director Nominee Qualifications and Experience
| 2026 Proxy Statement | 9 | |
Compensation of Directors
Compensation of Directors The following table sets forth information regarding 2025 compensation for each of our non-employee directors.
Compensation of Directors
| Name | Fees Earned and Paid in Cash (1) | Stock Awards (2) | All Other Compensation (3) | Total | | Kijun Ahn | $102,000 | $— | $— | $102,000 | | Daniel Cho | $107,000 | $— | $— | $107,000 | | Haeyoung Cho (3) | $102,000 | $— | $60,000 | $162,000 | | Janice Chung | $102,000 | $— | $— | $102,000 | | Sang Young Lee, Chairman | $114,000 | $— | $— | $114,000 | | Hong Kyun ”Daniel” Park | $102,000 | $— | $— | $102,000 | | Don Rhee | $84,000 | $— | $— | $84,000 |
Compensation of Directors
(1)Amounts shown include payment of Board membership retainer fees for the Company and the Bank Board meetings. (2)None of the listed non-employee directors held stock awards at December 31, 2025. The following table provides a summary of stock options held by non-employee directors at December 31, 2025.
Compensation of Directors
| | | | Number of Securities Underlying Unexercised Options (i) | | | | | | Name | Grant Date | Expiration Date | Exercisable | Unexercisable | Total | Exercise Price | Intrinsic Value | | Kijun Ahn | 10/25/2023 | 10/25/2033 | 19,800 | 10,200 | 30,000 | $15.04 | $198,300 | | Daniel Cho | 10/25/2023 | 10/25/2033 | 13,860 | 7,140 | 21,000 | $15.04 | $138,810 | | Haeyoung Cho | 10/25/2023 | 10/25/2033 | 10,613 | 5,467 | 16,080 | $15.04 | $106,289 | | Janice Chung | 10/25/2023 | 10/25/2033 | 13,860 | 7,140 | 21,000 | $15.04 | $138,810 | | Sang Young Lee | 10/25/2023 | 10/25/2033 | 9,900 | 10,200 | 20,100 | $15.04 | $132,861 | | Hong Kyun ”Daniel” Park | 10/25/2023 | 10/25/2033 | 13,860 | 7,140 | 21,000 | $15.04 | $138,810 | | Don Rhee | 10/25/2023 | 10/25/2033 | 9,900 | 10,200 | 20,100 | $15.04 | $132,861 |
Compensation of Directors
(i)All unexercisable options granted on October 25, 2023 vest in three equal annual installment on each anniversary. (3)All other compensation for Ms. Haeyoung Cho was consulting fees. Non-employee director fees for 2025 reflect fees for service on both the Boards of the Company and the Bank. Non-employee directors of the Bank were paid a monthly retainer of $8,500, while the Chairman of the Board of the Bank was paid a monthly retainer of $9,500. The member of the Board of the Company who did not also serve on the Board of the Bank (Director Don Rhee) was paid a monthly retainer of $7,000.
Board Meetings and Committees
** Represents less than 1% of outstanding. (1)As used throughout, the term “executive officers” means the President and Chief Executive Officer, the Senior Executive Vice President and Chief Financial Officer, the Senior Executive Vice President and Chief Banking Officer, the Senior Executive Vice President and Chief Risk Officer, and the Executive Vice President and Chief Credit Officer. The Chairman of the Board and our other officers are not treated as executive officers. (2)Unless otherwise indicated, the address for all persons listed is c/o PCB Bank, 3701 Wilshire Boulevard, Suite 900, Los Angeles, California 90010. (3)The table includes all shares beneficially owned on March 31, 2026, whether directly or indirectly, individually or together with associates, jointly or as community property with a spouse, unvested restricted stock awards (“RSAs”), which he or she has voting power, as well as any shares, including through the exercise of stock options, as to which beneficial ownership may be acquired within 60 days of March 31, 2026. The options are described in more detail in “Executive Compensation,” below. (4)Includes 16,129 shares held by his children. (5)Includes 98,000 shares held jointly by him and his spouse. (6)Includes 225,461 shares held by her trust and 23,563 shares held by her IRA. (7)Includes 1,284 shares held by her IRA. (8)Includes 1,601,551 shares held by his family trust and 416,016 shares held by Lee’s Gold and Diamond Import, Inc. (9)Includes 433,564 shares held by his family trust and 317,465 shares held by Rhee Family Venture LLC. (10)Includes 59,992 shares held jointly by him and his spouse, 22,785 shares held by his IRA, 24,713 shares held by his spouse's IRA, and 10,000 shares of unvested RSAs. (11)Includes 28,324 shared held jointly by him and his spouse and 3,000 shares of unvested RSAs. (12)Includes 3,000 shares of unvested RSAs. (13)Includes 3,000 shares of unvested RSAs. (15)Based on an amended Schedule 13G filed with the SEC by BlackRock, Inc. (“BlackRock”) on January 29, 2024 indicating that as of December 31, 2023, BlackRock had sole dispositive power over 819,182 shares and sole voting power over 804,608 shares. BlackRock's address is 55 East 52nd Street, New York, NY 10055
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the total compensation for the fiscal years ended December 31, 2025 and 2024 of our Chief Executive Officer and our two other most highly compensated executive officers, who we refer to as our “named executive officers.”
Summary Compensation Table
| Name | Year | Base Salary | Bonus | Stock Awards (1) | Non-Equity Incentive Plan Compensation | All Other Compensation (2) | Total | | Henry Kim | 2025 | $500,000 | $— | $— | $500,000 | $72,180 | $1,072,180 | | | 2024 | $500,000 | $— | $— | $350,000 | $71,725 | $921,725 | | Timothy Chang | 2025 | $316,131 | $100,000 | $— | $— | $43,069 | $459,200 | | | 2024 | $307,269 | $96,000 | $81,160 | $— | $38,861 | $523,290 | | David W. Kim | 2025 | $309,809 | $65,000 | $— | $— | $33,789 | $408,598 | | | 2024 | $301,124 | $56,000 | $81,160 | $— | $30,068 | $468,352 |
Summary Compensation Table
(1)The amount represents the grant date fair value of the RSAs granted, calculated in accordance with FASB ASC Topic 718. Fair values of stock awards were valued at the closing price of the Company's common stock on the grant date of the awards. (2)“All Other Compensation” for the named executive officers during the fiscal years ended December 31, 2025 and 2024 is summarized below.
Summary Compensation Table
| Name | Year | Auto Allowance | Company 401(k) Match (i) | Dividends on Unvested RSAs | Cellphone Reimbursement | Other (ii) | Total | | Henry Kim | 2025 | $21,264 | $23,250 | 8,000 | $1,200 | $18,466 | $72,180 | | | 2024 | $18,910 | $22,875 | $11,520 | $1,100 | $17,320 | $71,725 | | Timothy Chang | 2025 | $19,701 | $18,968 | $3,200 | $1,200 | $— | $43,069 | | | 2024 | $18,765 | $18,436 | $360 | $1,300 | $— | $38,861 | | David W. Kim | 2025 | $12,000 | $18,589 | $3,200 | $— | $— | $33,789 | | | 2024 | $12,000 | $18,068 | $— | $— | $— | $30,068 |
Summary Compensation Table
(i)Amount reflects the Company matching contribution under the 401(k) Plan. (ii)Amount for Mr. Henry Kim reflects club dues.
Summary Compensation Table
| 2026 Proxy Statement | 19 | |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table provides information for each of our named executive officers regarding outstanding awards held by the officers as of December 31, 2025. Market values are presented as of the end of 2025 (based on the assumed per share fair market value of our common stock of $21.65 on December 31, 2025).
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | RSAs | | | | | | Number of Securities Underlying Unexercised Options (1) | | | | Number of Shares of Unvested RSAs (2) | Market Value of Shares of Unvested RSAs | | Name | Grant Date | Expiration Date | Exercisable | Unexercisable | Exercise Price | Intrinsic Value | | | | Henry Kim | 01/02/2018 | 01/02/2028 | 50,000 | — | $14.75 | $345,000 | | | | | 10/25/2023 | 10/25/2033 | 13,860 | 7,140 | $15.04 | $138,810 | | | | | 01/01/2022 | | | | | | 10,000 | $216,500 | | Timothy Chang | 12/18/2024 | | | | | | 3,000 | $64,950 | | David W. Kim | 01/03/2022 | 01/03/2032 | 12,000 | 8,000 | $22.29 | $— | | | | | 12/18/2024 | | | | | | 3,000 | $64,950 |
Outstanding Equity Awards at Fiscal Year End
(1)All unexercisable options granted on October 25, 2023 vest in three equal annual installment on each anniversary. (2)RSAs granted on December 18, 2024 will vest equally over four years.
Outstanding Equity Awards at Fiscal Year End
| 2026 Proxy Statement | 24 | |
Pay Versus Performance Table
Pay Versus Performance Table The following table provides information about the relationship between compensation actually paid to our Principal Executive Officer (“PEO”), Mr. Henry Kim, and other non-PEO Named Executive Officers (“NEOs”) and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.
Pay Versus Performance Table
| Fiscal Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income | | 2025 | $1,072,180 | $1,088,478 | $433,899 | $440,475 | $110.92 | $37,453,000 | | 2024 | $921,725 | $960,311 | $495,821 | $494,284 | $113.73 | $25,810,000 | | 2023 | $1,098,156 | $1,170,270 | $424,883 | $427,490 | $108.08 | $30,705,000 |
Pay Versus Performance Table
(1)The names of non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are Timothy Chang and David W. Kim. The following table presents amounts that were deducted from or added to Summary Compensation Table (“SCT”) total compensation to calculate Compensation Actually Paid (“CAP”) to our PEO and average CAP to our non-PEO NEOs. The fair value of stock option awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.
Pay Versus Performance Table
| | Fiscal Year | | | | | 2025 | 2024 | 2023 | | Reconciliation of PEO SCT Total to CAP | | | | | PEO SCT total | $1,072,180 | $921,725 | $1,098,156 | | Deduct: amounts reported under the “Restricted Stock Awards” column in the SCT | — | — | (66,156) | | Add: year-end fair value of awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | — | — | 109,578 | | Add: amount of change in fair value as of the end of the covered fiscal year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year | 15,832 | 45,129 | 24,613 | | Add: amount of change in fair value from the end of the prior fiscal year to the vesting date for awards granted in prior years that vest in the covered fiscal year. | 466 | (6,543) | 4,079 | | PEO CAP | $1,088,478 | $960,311 | $1,170,270 | | Reconciliation of Non-PEO NEO Average SCT Total to Average CAP | | | | | Average SCT total | $433,899 | $495,821 | $424,883 | | Deduct: amounts reported under the “Restricted Stock Awards” column in the SCT | — | (81,160) | — | | Add: year-end fair value of awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | — | 80,960 | — | | Add: amount of change in fair value as of the end of the covered fiscal year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year | 3,455 | (794) | 2,085 | | Add: amount of change in fair value from the end of the prior fiscal year to the vesting date for awards granted in prior years that vest in the covered fiscal year. | 3,121 | (543) | 522 | | Average Non-PEO NEO CAP | $440,475 | $494,284 | $427,490 |
Pay Versus Performance Table
| 2026 Proxy Statement | 25 | |
Narrative Discussion of Pay Versus Performance
Narrative Discussion of Pay Versus Performance PEO and Non-PEO NEO CAP and Total Shareholder’s Return (“TSR”) The amount of PEO CAP and the average Non-PEO NEO CAP is generally aligned with the Company’s TSR over the periods presented in the table. The alignment of CAP with the Company’s TSR is because a significant portion of the PEO CAP is comprised of equity awards in 2024 and fair value changes of Non-PEO NEOs’ existing equity awards are closely related to the Company’s TSR. In 2024, restricted stock awards were granted for Non-PEO NEOs, but there were no equity awards granted to Non-PEO NEOs in 2025 and 2023. PEO and Non-PEO NEO CAP and Net Income The amount of PEO CAP and the average Non-PEO NEO CAP is generally aligned with the Company’s net income over the periods presented in the table, as the Company uses net income as a performance measure in the overall executive compensation program among other financial and non-financial measures. The Company’s annual short-term cash incentive payable to our PEO is provided for in his employment agreement and is equal to the lesser of 1.5% of pre-tax profit for that year or his then current base salary, plus discretionary bonuses to be determined by the Board, if any. The short-term cash incentives for Non-PEO NEOs’ are discretionary. PEO and Non-PEO NEO CAP and SCT Compensation amount of equity awards on SCT is based on the grant date value of equity awards granted during the fiscal year whereas CAP is based on the fair value of equity awards granted during the year valued at year end and the change in value of prior year’s awards, including awards granted in prior fiscal years. Thus, CAP reflects all outstanding equity awards while SCT is based on only the equity award issued in the same year. The Company’s stock price increased in all of presented periods compared from the prior year-end, resulting in SCT and CAP being very comparable.
Narrative Discussion of Pay Versus Performance
| 2026 Proxy Statement | 26 | |
Narrative Discussion of Pay Versus Performance
| PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION |
Narrative Discussion of Pay Versus Performance
Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking our shareholders to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. This proposal allows our shareholders the opportunity to approve our executive compensation program through the following resolution: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in its definitive proxy statement pursuant to Item 402 of Regulation S-K, is hereby approved.” As an advisory vote, this proposal is not binding upon the Board or the Company. The Compensation Committee, however, values the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for the named executive officers. The Board believes that the compensation of the Company’s named executive officers is appropriate and should be approved on an advisory basis by the Company’s shareholders. The board of directors will continue to ask our shareholders to cast a non-binding, advisory vote on the compensation paid to our named executive officers every year until the next shareholder vote on the frequency of such advisory vote, which is currently expected to be held at the 2031 Annual Meeting of Shareholders.