DEF 14A of Cathay General Bancorp, Apr 11, 2024

DEF 14A of Cathay General Bancorp

Filed Apr 11, 2024 · FY20230001437749-24-011784

Open on EDGAR

  1. PROPOSAL ONE — Election of Directors

    PROPOSAL ONE — Election of Directors The first proposal is to elect five Class I directors to serve until the 2027 annual meeting of stockholders and one Class II director to serve until the 2025 annual meeting of stockholders, and their successors have been elected and qualified. The following table provides summary information about each nominee.

  2. PROPOSAL ONE — Election of Directors

    | Name of Nominee | Class | Age | Principal Occupation | Director Since | | Jane Jelenko | I | 75 | Retired Financial Services Partner of KPMG LLP | 2012 | | Ann Yee Kono | I | 48 | Chief Executive Officer of Leda Advisory Group | N/A | | Anthony M. Tang | I | 70 | Vice Chairman of Cathay General Bancorp and Cathay Bank | 1990 | | Shally Wang | I | 67 | Retired, Former General Manager at IBM Greater China Group | 2021 | | Peter Wu | I | 75 | Vice Chairman of Cathay General Bancorp and Cathay Bank | 2003 | | Elizabeth Woo | II | 45 | Lecturer of Accounting at the University of California, Los Angeles | N/A |

  3. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth the beneficial ownership, as that term is defined under SEC rules and regulations, of shares of our common stock as of March 15, 2024, by each nominee and director, by each executive officer named in the “Summary Compensation Table” under “Remuneration of Executive Officers” (the “Named Executive Officers”), and by all nominees, directors, and executive officers as a group. Our directors and executive officers have informed us that they intend to vote according to the recommendations of the Board. Except as otherwise noted in the footnotes below, each of these persons had sole voting and investment power with respect to the common stock owned by him or her.

  4. Directors and Executive Officers

    | Name | Number of Shares Ownership of Common Stock | Percentage Ownership of Common Stock 1/ | | Nominees for Election for the Term Ending in 2027 (Class I): | | | | Jane Jelenko | 11,816 2/ | */ | | Ann Yee Kono | 0 | */ | | Anthony M. Tang | 973,200 3/ | 1.34% | | Shally Wang | 4,559 | */ | | Peter Wu | 769,741 4/ | 1.06% | | Nominee for Election for the Term Ending in 2025 (Class II): | | | | Elizabeth Woo | 0 | */ | | Directors Currently Serving for the Term Ending in 2025 (Class II): | | | | Kelly L. Chan | 254,196 5/ | */ | | Dunson K. Cheng **/ | 865,881 6/ | 1.19% | | Chang M. Liu **/ | 119,920 7/ | */ | | Joseph C.H. Poon | 71,547 8/ | */ | | Directors Currently Serving for the Term Ending in 2026 (Class III): | | | | Nelson Chung | 43,107 9/ | */ | | Felix S. Fernandez | 19,607 10/ | */ | | Maan-Huei Hung | 6,789 11/ | */ | | Richard Sun | 48,237 12/ | */ | | Other Named Executive Officers: | | | | Heng W. Chen | 190,357 13/ | */ | | Mark H. Lee ***/ | 30,939 14/ | */ | | Kim R. Bingham | 56,903 15/ | */ | | All nominees, directors, and executive officers as a group (20 persons) | 3,471,796 16/ | 4.76% 17/ |

  5. Directors and Executive Officers

    | */ | Percentage of shares beneficially owned does not exceed one percent. |

  6. Directors and Executive Officers

    | **/ | A Named Executive Officer as well as a director. |

  7. Directors and Executive Officers

    | ***/ | Mark H. Lee retired from Executive Vice President and Chief Credit Officer of Cathay Bank after December 31, 2023 and departed with Cathay Bank after March 1, 2024. |

  8. Directors and Executive Officers

    | 1/ | The percentage for each person in this table is based upon the total number of shares of our common stock outstanding as of March 15, 2024, which was 72,688,191 plus the shares which the respective person has the right to acquire within 60 days after March 15, 2024, by the vesting of restricted stock unit (“RSUs”) grants or otherwise. In computing the percentage of shares beneficially owned by each person, any shares which the person has a right to acquire within 60 days after March 15, 2024 are deemed outstanding for the purpose of computing the percentage of common stock beneficially owned by that person, but are not deemed outstanding for the purpose of computing the percentage of shares beneficially owned by any other person. |

  9. Directors and Executive Officers

    | 2/ | Includes 2,116 shares held by the Jelenko-Norris Marital Trust and 9,700 shares held by the Jelenko-Norris Survivors Trust. |

  10. Directors and Executive Officers

    | 3/ | Includes approximately 654,287 shares held by Mr. Tang’s spouse and approximately 114,413 shares held by the ESOPT which have been allocated to Mr. Tang’s account. |

  11. Directors and Executive Officers

    | 4/ | Includes 375,252 shares held by the PACJU, LLC and 394,489 shares held by Wu Family Trust. |

  12. Directors and Executive Officers

    | 5/ | Includes 78,259 shares held by the Kelly and Barbara Chan Living Trust, 10,557 shares held by spouse, 30,596 shares held by Chansons Properties, and shares he disclaims beneficial ownership to including 48,593 shares held by Daryl Michael Chan Living Trust. |

  13. Directors and Executive Officers

    | 6/ | Includes 384,577 shares held by the Dunson Cheng and Cynthia Cheng Trust, 182,452 shares held by the Dunson Cheng and Cynthia Cheng Nonmarital Shares Trust, 102,891 shares held by the ESOPT which have been allocated to Mr. Cheng’s account, and 70,417 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements. |

  14. Directors and Executive Officers

    | 7/ | Includes 63,332 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements. |

  15. Directors and Executive Officers

    | 8/ | Includes 46,440 shares held by the Poon Family Trust. |

  16. Directors and Executive Officers

    | 9/ | Includes 10,000 shares held by Nelson Chung Defined Benefit Plan, 10,000 shares held by S.O.D. Co, a Sole Proprietorship Money Purchase Plan, and 18,593 shares by the Chung Family Trust. |

  17. Directors and Executive Officers

    | 10/ | Shares held by the Felix and Katherine Fernandez Trust. |

  18. Directors and Executive Officers

    | 11/ | Includes 4,253 shares held jointly with spouse. |

  19. Directors and Executive Officers

    | 12/ | Includes 1,100 shares held by Mr. Sun’s spouse, 17,315 shares held by JKLM Limited Partnership, 15,422 shares held by the Sun Trust, 4,200 shares held by the Ivy Sun Separate Trust, 5,800 shares held by RIS Family Limited Partnership, 1,800 shares held by the Lin-Chih Corporation, and 1,600 shares held by Michael Sun Trust. |

  20. Directors and Executive Officers

    | 13/ | Includes 100 shares held by the Chen Trust, and 24,354 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements. |

  21. Directors and Executive Officers

    | 14/ | Includes 13,901 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements. |

  22. Directors and Executive Officers

    | 15/ | Includes 15,054 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements. |

  23. Directors and Executive Officers

    | 16/ | Executive officers are those individuals designated as such for purposes of Section 16 of the Exchange Act. The total number of shares beneficially owned by all of our nominees, directors, and executive officers as a group includes approximately 217,304 shares held by the ESOPT that have been allocated to the directors and Named Executive Officers and 187,058 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements. |

  24. Directors and Executive Officers

    | 17/ | The ownership percentage is determined by dividing the number of shares beneficially owned by all our nominees, directors, and executive officers as a group by 72,688,191 shares of common stock outstanding as of March 15, 2024. |

  25. Nominees, Continuing Directors, and Executive Officers

    Nominees, Continuing Directors, and Executive Officers Set forth below is information concerning each nominee for election as a Class I and Class II director, each of the Class II and III directors whose terms have not yet expired, and each named executive officer. The biographical information set forth below includes the person’s principal occupation, business experience over the last five years, positions held, and the experience, qualifications, attributes, or skills that led the Nomination and Governance Committee and the Board to determine that the person should serve as a director. In addition, they each have satisfied other criteria considered by the Nomination and Governance Committee and the Board in evaluating potential nominees and directors, including intelligence, personal character, integrity, and commitment to the community and Bancorp.

  26. Nominees, Continuing Directors, and Executive Officers

    | Nominees (Class I) |

  27. Nominees, Continuing Directors, and Executive Officers

    | | Jane Jelenko was a partner at KPMG LLP, a global audit, tax, and advisory services firm, where she became the first female consulting partner in 1983 and served over 25 years (from 1977 to 2003) in various capacities including as the National Industry Director for its Banking and Finance group, a member of the firm’s board of directors, and the leader for the firm’s Banking and Investment Services Consulting group. She has also served on the Countrywide Bank board (Audit and Operations Committees), the Los Angeles Area Chamber of Commerce Executive Committee, and the Organization of Women Executives board. She currently serves on the board of two SunAmerica Mutual Funds families, and on non-profit boards, including the Center Dance Arts of the Los Angeles Music Center, the American Dance Movement, Everybody Dance LA, and the Constitutional Rights Foundation (emeritus). She holds a Master of Business Administration degree in Finance. Ms. Jelenko has been a Director of Bancorp and Cathay Bank since 2012. She brings to the Board her extensive managerial and finance experience and community service. | Independent Director Director since 2012 | Age 75 Board Committees: ● Risk (Chair) ● Audit ● Nomination and Governance Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management ● Financial Expert | | | Ann Yee Kono is the Founder and Chief Executive Officer of Leda Advisory Group (“Leda”) since 2019, a management consulting firm that partners with asset managers to advise on growth and scale. Ms. Kono also serves as an independent director and an audit committee member for Sabra Health Care REIT, a fund serving the healthcare industry since December 2020 and most recently was appointed as an independent director at Siepe, LLC, an asset management enterprise software firm in July 2022. Prior to founding Leda, Ms. Kono spent 11 years at Ares Management Corporation, a global alternative investment manager operating in the credit, private equity and real estate markets, where she held the position of Chief Information and Risk Officer and oversaw operational, investment and enterprise risks, and as Chief Technology Officer and Head of Operations prior to that. Ms. Kono previously served on the board of directors of Stable Road Acquisition Company from 2019 to 2021. Ms. Kono has over 25 years of experience in the finance industry focused on operational scale and digital transformation. She holds a Master of Business Administration degree in Finance. Ms. Kono is also a co-founder and board member of TeachAAPI, a non-profit organization with the mission to raise Asian American and Pacific Islander-related cultural and racial awareness that fosters understanding, empathy and dismantle bias, thereby creating a more inclusive community where diverse perspectives are valued and respected that will shape future leaders and create generational change for years to come. Ms. Kono is a seasoned and former publicly traded c-suite executive and audit committee board member who brings to the Board tactical and strategic insights into the growth of the company. | Independent Director New Director Nominee | Age 48 Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate ● Financial Expert |

  28. Nominees, Continuing Directors, and Executive Officers

    | | Anthony M. Tang has been Vice Chairman of the Board of Bancorp and Cathay Bank since 2014 and has over 30 years of banking experience. He was an Executive Vice President of Bancorp from 1994 to 2013, Senior Executive Vice President of Cathay Bank from 1998 to 2013, Chief Lending Officer of Cathay Bank from 1985 to 2013, and Executive Vice Chairman of the Board of Bancorp and Cathay Bank from 2013 to 2014. Mr. Tang was formerly the Chief Financial Officer and Treasurer of Bancorp from 1990 to 2003. He holds a Master of Business Administration degree. Mr. Tang has been a Director of Cathay Bank since 1986 and of Bancorp since its formation in 1990. Through his service to Cathay Bank in various capacities for over 25 years, Mr. Tang brings to the Board an in-depth knowledge and understanding of its history and business, as well as his extensive knowledge of its operations including from a financial and accounting standpoint. | Dependent Director Director since 1990 | Age 70 Board Committees: ● None Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate | | | Shally Wang was the General Manager of IBM Greater China Group and served over 34 years (from 1983 to 2017) in diverse roles across global business services, information technology services, the financial services sector, and industries products and solutions. Her special focus was made in supporting the modernization of China banking clients in both infrastructure and business applications. With a foundation in systems engineering, Ms. Wang cultivated organizational competency within IBM Greater China Group, overseeing products and services related to banking industry, business applications and project management, enterprise systems architecture and governance, as well as business management and operations. During her tenure with IBM, Ms. Wang was a regular keynote speaker at forums such as the annual China Banking Show, contributing to industry influence and thought leadership. Post retirement, Ms. Wang brought her wealth of experience to Digital China Information Service Company, one of the largest privately-owned IT enterprises and a leader in Fintech and IT technology in China, where she served as the Group Senior Advisor until 2023. Expanding her expertise to large enterprises, Ms. Wang was the President at a technology-driven startup, specializing in providing cybersecurity solutions to banking clients. Ms. Wang holds two master’s degrees, one in Mathematics and the other in Computer Science. Ms. Wang has been a Director of Bancorp and Cathay Bank since May 2021. With 40 years of IT experience spanning multinational corporations, private-owned enterprises, and startups, she brings to the Board her experience in information technology and information security in the financial sector, expertise in client and employee engagement, and extensive experience in business management and operations. | Independent Director Director since 2021 | Age 67 Board Committees: ● Compensation Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management |

  29. Nominees, Continuing Directors, and Executive Officers

    | | Peter Wu, Ph.D., has been Vice Chairman of the Board of Bancorp and Cathay Bank since 2014. He was Chief Operating Officer of Bancorp and Cathay Bank from 2003 to 2014, and Executive Vice Chairman of the Board of Bancorp and Cathay Bank from 2003 to 2014. He was the Chairman of the Board of GBC Venture Capital, Inc. from 1997 to 2014 and President and Chief Executive Officer of GBC Venture Capital, Inc. from 2003 to 2014. He was also Chairman of the Board of the Cathay Bank Foundation from 2005 to 2022. Prior to joining Bancorp, Mr. Wu was a co-founder, Chairman of the Board, President, and Chief Executive Officer of General Bank and its publicly-held bank holding company, GBC Bancorp, until they merged with Cathay Bank and Bancorp in 2003. Mr. Wu holds a Ph.D. in Mathematics. Mr. Wu has been a Director of Bancorp and Cathay Bank since 2003. He provides commercial banking and managerial experience to Bancorp and Cathay Bank gained from his executive management positions with GBC Bancorp and General Bank, of which he was a co-founder, and then Bancorp and Cathay Bank. He also provides institutional knowledge of the history and operations of General Bank and GBC Bancorp. | Dependent Director Director since 2003 | Age 75 Board Committees: ● Investment ● Risk Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate | | Nominee (Class II) | | | | | Elizabeth Woo brings over 20 years of experience in accounting and financial services. She has been a Lecturer of Accounting at the University of California, Los Angeles (UCLA) since 2018. Prior to that, Ms. Woo was a Managing Director at Crowe, LLP from 2013 to 2020, where she served as the Head of Audit Methodology. Prior to that role, Ms. Woo was a Senior Manager in the National Assurance Office of BDO, LLP. Ms. Woo holds a Master of Business Administration degree and is a Certified Public Accountant. Ms. Woo has extensive business, accounting, and auditing experience from her positions at several public accounting firms. Her work experience provides her with financial expertise and knowledge and understanding of Internal Control over Financial Reporting (ICFR), SEC reporting and U.S. Generally Accepted Accounting Principles (GAAP). Ms. Woo brings to the Board her insight on Data Analytics, Automation and Artificial Intelligence as well as her knowledge and understanding of risk management and internal audit oversight. | Independent Director New Director Nominee | Age 45 Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management ● Financial Expert | | Continuing Directors (Class II) | | | | | Kelly L. Chan is a long-time owner of Phoenix Bakery Inc., a family-owned retail bakery that began in Los Angeles Chinatown and has been serving the Los Angeles area for more than 80 years. Mr. Chan was reappointed as Vice President of Finance of Phoenix Bakery in 2017 after retiring in 2012 from that position. Mr. Chan is a Certified Public Accountant with over 40 years of experience. He received a Master of Business Administration degree and served in the U.S. Navy from 1970 to 1973 and in the U.S. Naval Reserve until his retirement in 2000 with the rank of Captain. He has also been awarded certification by the UCLA Anderson Graduate School of Management’s Director Training and Certification Program. Mr. Chan has been a Director of Cathay Bank since 1981 and of Bancorp since its formation in 1990. Mr. Chan also serves as a member of the Cathay Bank Foundation Audit Committee. With more than 40 years of retail business experience, Mr. Chan offers the Board substantial management experience of privately held businesses, which constitute a significant portion of the clients of Cathay Bank. As a Certified Public Accountant, Mr. Chan adds additional expertise in accounting matters, and serves as chairman of the Audit Committee. | Independent Director Director since 1990 | Age 77 Board Committees: ● Audit (Chair) ● Compensation ● Nomination and Governance ● Risk Key Qualification and Expertise: ● Leadership ● Business Operations ● Finance ● Risk Management ● Financial Expert |

  30. Nominees, Continuing Directors, and Executive Officers

    | | Dunson K. Cheng, Ph.D., has been the Executive Chairman of the Board of Bancorp and Cathay Bank since 2016. He was the Chairman of the Board, President, and Chief Executive Officer of Bancorp and Chairman of the Board and Chief Executive Officer of Cathay Bank from 1994 to 2016, and the President of Cathay Bank from 1985 to 2015. Mr. Cheng has over 39 years of banking experience. He also serves on the board of DiCon Fiberoptics, Inc. (a supplier of optical components, integrated modules, and test equipment for the fiber optics industry) and on the Foundation of Tsinghua University Center for Advanced Study. He formerly served on the board of directors of the California Bankers Association. Mr. Cheng received a Ph.D. in Physics. He has been a Director of Cathay Bank since 1982 and of Bancorp since its formation in 1990. Mr. Cheng brings to the Board his extensive banking experience, his broad knowledge of the business and operations of Bancorp and Cathay Bank, and his strong management and leadership skills. His tenure as an officer and a director for over 30 years affords the Board valuable insight regarding all aspects of the business and operations of Bancorp and Cathay Bank. | Dependent Director Director since 1990 | Age 79 Board Committees: ● Investment ● Risk Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate ● Risk Expert |

  31. Nominees, Continuing Directors, and Executive Officers

    | | Chang M. Liu has been the Chief Executive Officer and President of Bancorp and Chief Executive Officer of Cathay Bank since 2020, and President of Cathay Bank since 2019. Mr. Liu joined Cathay Bank in 2014 as Senior Vice President and Assistant Chief Lending Officer. He was Senior Vice President and Deputy Chief Lending Officer of Cathay Bank from 2014 to 2015; Chief Lending Officer at Cathay Bank from 2016 to 2019; Executive Vice President of Cathay Bank from 2016 to 2019; and Chief Operating Officer of Cathay Bank from February to September 2020. Prior to joining Cathay Bank, Mr. Liu was Executive Vice President and Chief Lending Officer at Banc of California (formerly known as “Pacific Trust Bank”) from 2011 to March of 2014. Mr. Liu has over 30 years of banking experience. In addition to his role at Cathay, Chang serves as a director on the Federal Reserve Bank of San Francisco–Los Angeles Regional Board, the Federal Home Loan Bank of San Francisco, the California Bankers Association Board, and the Board of Advisors for the UCLA Anderson Forecast. Chang is also the Chair for the American Cancer Society–CEOs Against Cancer (L.A. Chapter) and serves on the board of directors of the Foothill Family Service. Mr. Liu has been a Director of Cathay Bank since 2019 and of Bancorp since October 2020. Mr. Liu is a seasoned banker and brings to the Board in-depth management and operational knowledge of Cathay Bank through his leadership role at the Bancorp. | Dependent Director Director since 2020 | Age 57 Board Committees: ● Investment Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate | | | Joseph C.H. Poon is the President of Edward Properties, LLC, a real estate development company that specializes in residential, industrial, and commercial projects, and has over 30 years of experience in real estate development. He received a Master of Business Administration degree and a Master of Science degree in Civil Engineering. Mr. Poon has been a Director of Cathay Bank since 1981 and of Bancorp since its formation in 1990. He served as the Lead Independent Director of Bancorp from July 2010 to May 2011. Mr. Poon provides the Board with considerable managerial experience, as well as his extensive knowledge in commercial, industrial, and residential real estate construction and development. He also contributes his academic background in business and engineering. | Independent Director Director since 1990 | Age 77 Board Committees: ● Nomination and Governance (Chair) ● Compensation ● Investment Key Qualification and Expertise: ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate |

  32. Nominees, Continuing Directors, and Executive Officers

    | Continuing Directors (Class III) | | | | | Nelson Chung is the President of Pacific Communities Builder, Inc., which has built more than 5,500 home sites and developed more than 150 communities in Southern California. He holds a Master of Urban Design degree and is a licensed architect, general contractor, and real estate broker in California. Mr. Chung has been a Director of Bancorp and Cathay Bank since 2005 and has been a Lead Independent Director of Bancorp since 2017. Mr. Chung contributes managerial experience and his extensive knowledge of residential real estate development in Southern California, with which he has been involved for over 30 years. His academic background in urban design and his experience as an architect, general contractor, and real estate broker provide the Board with a unique perspective of the real estate market. | Lead Independent Director Director since 2005 | Age 71 Board Committees: ● Risk Key Qualification and Expertise: ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate | | | Felix S. Fernandez was an executive at Wells Fargo in various capacities for over 15 years. In 2011, he retired as a Corporate Executive Vice President and Regional President of Community Banking for Wells Fargo in the Northern California region, with responsibility for overseeing 150 branches, $15 billion in deposits and $1.5 billion in loans, and 2,700 employees. Prior to Wells Fargo, Mr. Fernandez served as Executive Vice President of International Business Banking at State National Bank in El Paso, Texas, where he oversaw the Mexico business market, and served in various capacities at Valley National Bank of Arizona (later a part of Chase Bank). Mr. Fernandez has been active in the community and business organizations throughout his career, including affiliations with the United Way, Boys and Girls Club of America, Boy Scouts of America, Bankers Association for Finance and Trade, and the Greater Sacramento Chamber of Commerce. He also served on the board of Sacramento State University Enterprise, Inc., Dignity Health Sacramento Service Region Board, Crocker Art Museum, the California Bankers Association, and Pan American Bank. He holds a Master of Business Administration degree, with an emphasis in Finance. Mr. Fernandez has been a Director of Bancorp and Cathay Bank since 2013. He brings valuable financial skills and diverse experience, along with a leadership record in the banking industry, all of which enhance the Board’s capacity to guide our future growth and development. | Independent Director Director since 2013 | Age 73 Board Committees: ● Investment (Chair) ● Audit ● Risk Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate |

  33. Nominees, Continuing Directors, and Executive Officers

    | | Maan-Huei Hung is the General Counsel for AHMC Healthcare Inc., a Southern California based company that owns and operates eight hospitals. Ms. Hung is a California-licensed attorney with over 40 years of experience in the Los Angeles area and practices transactional corporate law with an emphasis in banking and commercial law as well as healthcare laws. She served as General Counsel for General Bank and its public holding company GBC Bancorp until its 2003 merger with Cathay Bank and Cathay General Bancorp. Ms. Hung is a founding member and former president of the Taiwanese American Lawyers Association. She has served as legal counsel to the National Association of Chinese American Bankers since 2002 and is a board member on the AHMC Health Foundation. Ms. Hung has been a Director of Bancorp and Cathay Bank since May 2020. Ms. Hung brings her legal expertise and her ability to analyze issues that contribute to the Board’s oversight and guidance for our growth and development. The Board also benefits from her knowledge and insight having served as General Counsel for GBC Bancorp and General Bank and having worked with various types of business clients. In addition, Ms. Hung’s community involvement provides her with knowledge and understanding of the communities that Cathay Bank serves, and her cross-industry and cross-cultural knowledge and experience is an asset to the Board. | Independent Director Director since 2020 | Age 76 Board Committees: ● Compensation ● Nomination and Governance Key Qualification and Expertise: ● Leadership ● Business Operations ● Finance ● Risk Management |

  34. Nominees, Continuing Directors, and Executive Officers

    | | Richard Sun is the President of SSS Development, Inc., a real estate investment, development, and management company. Dr. Sun received his D.D.S. in Dentistry in 1982 and practiced for 18 years. He also served as the Mayor for the City of San Marino, California from 2012-2013, 2016-2017 and the city’s Council Member from 2009 to 2017. Dr. Sun has over 30 years of experience in real estate investment. He has also served as a director on the Trust Bank Board of Directors from 1995 to 2004 and on Omni Bank Board of Directors from 2008 to 2009. Dr. Sun currently serves as a board member of the Cathay Bank Foundation and is an emeritus board member of the USC Arcadia Hospital Foundation. Dr. Sun is a community leader and has many years of civic service. He served on the Board of Governors of the Los Angeles County Natural History Museum from 2003 to 2017, as President of the Chinese American Elected Officials from 2015 to 2017, as a Committee Member of both the Economic Development Committee for Monterey Park and the Design Review Committee for San Marino from 2001 to 2004, and Board Member of the Workforce Investment Committee for Los Angeles County from 2000 to 2002. He also served on the Methodist Hospital Foundation Board from 2007 to 2016 and chaired the foundation in 2013. Dr. Sun has been a Director of Bancorp and Cathay Bank since 2017. He brings with him board experiences of financial institutions as well as his depth of knowledge and experience in both public and private companies. The Board believes that his diversified skills add valuable entrepreneurial, managerial, and leadership perspectives to the Board. | Independent Director Director since 2017 | Age 71 Board Committees: ● Compensation (Chair) ● Audit ● Nomination and Governance Key Qualification and Expertise: ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate |

  35. Nominees, Continuing Directors, and Executive Officers

    Other Named Executive Officers

  36. Nominees, Continuing Directors, and Executive Officers

    | Heng W. Chen Chief Financial Officer | Age 71 |

  37. Nominees, Continuing Directors, and Executive Officers

    Heng W. Chen has been Executive Vice President, Chief Financial Officer, and Treasurer of Bancorp and Executive Vice President of Cathay Bank since 2003, and Chief Financial Officer of Cathay Bank since 2004. He was Vice President and Chief Financial Officer of Cathay Real Estate Investment Trust from 2003 to 2013 and has been a Director, Vice President, and Chief Financial Officer of GBC Venture Capital, Inc. since 2003. Prior to joining Bancorp, Mr. Chen had over 25 years of experience in the areas of finance, accounting, and banking at City National Bank, City National Corporation, and at Price Waterhouse. Mr. Chen was formerly a Certified Public Accountant and received a Master of Business Administration degree.

  38. Nominees, Continuing Directors, and Executive Officers

    | Mark H. Lee Chief Credit Officer | Age 61 |

  39. Nominees, Continuing Directors, and Executive Officers

    Mark H. Lee was the Executive Vice President and Chief Credit Officer of Cathay Bank until he retired after December 31, 2023. Mr. Lee joined Cathay Bank in April 2017 as Executive Vice President, Special Advisor to the Office of the President and was appointed as the Chief Credit Officer of Cathay Bank in December 2017. Mr. Lee has more than 30 years of banking experience and provides leadership and support to the Credit Administration function at Cathay Bank. Prior to joining Cathay Bank, Mr. Lee held senior leadership roles in credit administration and loan review, loan operations, and asset-based lending. He was the Senior Executive Vice President and Head of Corporate Banking of Bank of Hope (formerly known as BBCN Bank) from 2016 to 2017; Senior Executive Vice President and Chief Credit Officer of BBCN Bank (formerly known as Nara Bank) from 2009 to 2016; and Senior Vice President and Deputy Chief Credit Officer of East West Bank from 2007 to 2009.

  40. Nominees, Continuing Directors, and Executive Officers

    | Kim R. Bingham Chief Risk Officer | Age 67 |

  41. Nominees, Continuing Directors, and Executive Officers

    Kim R. Bingham has been an Executive Vice President of Cathay Bank since 2004 and Chief Risk Officer of Cathay Bank since 2014. Mr. Bingham joined Cathay Bank in 2004 as Chief Credit Officer and served in that capacity until December 2013. Prior to joining Cathay Bank, Mr. Bingham managed Private Banking for Mellon Bank in the Western United States and prior to this position, Mr. Bingham served in a series of increasingly responsible staff and management positions in lending and credit for City National Bank. Mr. Bingham has more than 30 years of banking experience. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE Our business and affairs are managed under the direction and oversight of the Board. The Board is committed to maintaining the highest standards of business conduct and corporate governance. The Board has adopted Corporate Governance Guidelines, which, together with our certificate of incorporation, bylaws, Code of Ethics, and Board committee charters, form the framework for the governance of Bancorp. The Corporate Governance Guidelines, Code of Ethics and Board committee charters are available at www.cathaygeneralbancorp.com.

  42. Compensation of Directors

    Compensation of Directors The directors of Bancorp are also the directors of Cathay Bank’s board of directors (“Bank Board”) and members of certain of its committees. For 2023, with the exception of Anthony M. Tang and Peter Wu as discussed below, each director who was not also a full-time officer of Bancorp or Cathay Bank was paid an annual retainer of $55,000 payable on a monthly basis in cash and a fee of $750 for each committee or special meeting of Bancorp or Cathay Bank or executive session of independent directors attended. No fee is paid for regular bimonthly meetings of the board of directors of Bancorp or Cathay Bank. Board and Bank Board committee meetings that are held on the same day count only as one meeting, except for the Audit Committee and the Bank Board’s Audit Committee. In addition, the following annual retainers were paid: $35,000 to the Lead Independent Director of Bancorp, $15,000 to the chair of the Audit Committee, $15,000 to the chair of the Bank Board’s Credit Committee, and $10,000 to the chairs of all other Board or Bank Board committees other than the chairs of the Bank Board’s Audit Committee, Investment Committee, and Risk & Compliance Committee who only received retainers for their service as the respective chairs of the Board’s Audit Committee, Investment Committee, and Risk Committee. Bancorp and Cathay Bank reimburse directors for out-of-pocket expenses incurred in attending meetings of the boards and committees and in traveling on company business. The Compensation Committee advises the Board on director compensation. In April 2023, the Compensation Committee awarded each of the non-employee directors and Anthony M. Tang and Peter Wu, who are employee directors, shares of common stock of Bancorp with a target value of $85,000 based on the closing price on April 13, 2023, as additional compensation for their service as directors on the Board and its committees. In addition to the awarded shares stated above, Anthony M. Tang was paid a base salary of $180,000 for his service as Vice Chairman of the Board of Bancorp and the Board of Cathay Bank, an annual retainer as chair of the Bank Board’s Credit Committee, an annual retainer as a director, and committee meeting attendance fees. In addition to the awarded shares stated above, Peter Wu was paid a base salary of $200,000 for his service as Vice Chairman of the Board of Bancorp and the Board of Cathay Bank, an annual retainer as a director, and committee meeting attendance fees. Our Corporate Governance Guidelines provide that the Board may make other exceptions to the policy that a director who is also an officer or employee of Bancorp shall not receive additional compensation for such services as a director. Director Compensation The following table sets forth for 2023 a summary of the compensation paid to all directors who were not also a Named Executive Officer:

  43. Compensation of Directors

    | Name | Fees earned or paid in cash ($) | Stock awards ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation earnings ($) | All other compensation 1/ ($) | Total ($) | | Kelly L. Chan | 107,500 | 84,981 | — | — | — | — | 192,481 | | Nelson Chung | 105,750 | 84,981 | — | — | — | — | 190,731 | | Felix S. Fernandez | 133,250 | 84,981 | — | — | — | — | 218,231 | | Maan-Huei Hung | 78,250 | 84,981 | — | — | — | — | 163,231 | | Jane Jelenko | 104,750 | 84,981 | — | — | — | — | 189,731 | | Joseph C.H. Poon | 93,500 | 84,981 | — | — | — | — | 178,481 | | Richard Sun | 134,750 | 84,981 | — | — | — | — | 219,731 | | Anthony M. Tang | 292,750 2/ | 84,981 | — | — | — | 9,000 | 386,731 | | Shally Wang | 66,250 | 84,981 | — | — | — | — | 151,231 | | Peter Wu | 309,000 3/ | 84,981 | — | — | — | 10,000 | 403,981 |

  44. Compensation of Directors

    | 1/ | The amount in this column consists of employer contributions under the 401(k) Profit Sharing Plan. Perquisites and other personal benefits, or property, are excluded if the aggregate amount of such compensation was less than $10,000. Group life insurance, health insurance, and long-term disability insurance premiums are also excluded because such premiums are pursuant to a plan that does not favor executive officers or directors and is generally available to all salaried employees. |

  45. Compensation of Directors

    | 2/ | This amount consists of $180,000 for Mr. Tang’s services as Vice Chairman of the Board of Bancorp and Cathay Bank, a retainer fee of $55,000 as a director of Bancorp and Cathay Bank, an annual retainer fee of $15,000 as chair of the Bank Board Credit Committee, and committee meeting attendance fees of $42,750. |

  46. Compensation of Directors

    | 3/ | This amount consists of $200,000 for Mr. Wu’s services as Vice Chairman of the Board of Bancorp and Cathay Bank, an annual retainer fee of $55,000 as a director of Bancorp and Cathay Bank, and committee meeting attendance fees of $54,000. |

  47. Compensation of Directors

    EXECUTIVE COMPENSATION This Compensation Discussion and Analysis (“CD&A”) is intended to provide information relevant to an understanding of our executive compensation program, philosophy and objectives, our process for making compensation decisions, and our executive compensation components. We also address the factors most relevant to an understanding of our compensation policies and decisions regarding the 2023 compensation for each of the Named Executive Officers.

  48. Components of Our Executive Compensation Program and Executive Compensation Highlights for 2023

    | Components | Structure | 2023 Highlights | | Competitive Base Salary | › Fixed cash compensation for performing expected day-to-day responsibilities. › Reviewed annually and adjusted based on level of responsibility, achievements, experience and competitive market for similar talents. | › Reflecting on strong performance across the business, the Compensation Committee approved base salary increases ranging from 4% to 10% for Messrs. Liu, Chen, Bingham, and Lee. › The above base salary range excludes base salary of our Executive Chairman of the Board, Mr. Cheng, which was not changed. | | Short-Term Incentive Bonuses | › Based on performance compared to pre-established quantifiable financial metrics (e.g., EPS, ROA, loan growth, deposit growth, and efficiency ratio) and non-financial metric such as individual or department-wide performance goals. › Performance metrics are evaluated annually to maintain continued alignment with company strategy and market practice. › Take into account safety and soundness and risk-management, when determining financial and non-financial metrics. › Clawback rights. | › Bonus plan is based on EPS, return on assets (“ROA”), and individual performance, and provides explicit formulas by which performance against these three metrics is assessed in determining the annual bonus. › Bonuses were determined in February 2024 based on 2023 performance. Reflecting the fact that the Company’s EPS and ROA performance did not achieve target levels, bonuses were awarded between 77% and 95% of target levels, as described below. | | Long-Term Equity Incentives | › Delivered in the form of performance-based restricted stock units (RSUs) using performance metrics we believe will result in a strong alignment of investor and executive interests. › Vesting of these RSUs based on performance and consists of (1) EPS, (2) TSR compared to comparable banks, and (3) ROA as compared to comparable banks. › Clawback rights. | › Target mix of long-term equity awards that consists of performance RSUs and that 50% of the awards would be earned based on EPS over a three-year performance period beginning January 1, 2023, 25% would be earned based on Bancorp’s total shareholder return (“TSR”) compared to comparable banks over that period and the remaining 25% would be earned based on Bancorp’s return on assets compared to comparable banks over that performance period. › As described below, LTI awards were made to the Named Executive Officers on July 27, 2023. |

  49. Components of Our Executive Compensation Program and Executive Compensation Highlights for 2023

    Each of these components serves as a means to achieve one or more of the objectives of our executive compensation program. The Compensation Committee does not follow rigid formulas for allocating compensation among these various components. Instead, it utilizes its judgment, taking into account our safety and soundness, as well as consideration of our business objectives, fiduciary and corporate responsibilities (including internal equity considerations and affordability), competitive pay practices and trends, and regulatory requirements. We describe below each of these components and how determinations are made by the Compensation Committee under our compensation program for our executive officers. The specific amounts paid or awarded to our Named Executive Officers for 2023 and the rationale are set forth below under “Compensation Decisions for Named Executive Officers.” Pay Mix In 2023, a large portion of our executives’ compensation consisted of performance-based compensation that depends on the outcome of performance. As illustrated below, 74% of CEO compensation consisted of performance-based incentives, 52% of which was delivered in long-term incentive awards with 3-year performance vesting. The compensation mix represents the total direct compensation for 2023, including the grant date fair value of annual long-term incentive awards (i.e. Performance RSU). Base Salaries We provide our executive officers with a base salary to compensate them for services rendered during the year and to attract, motivate, and retain them. The Compensation Committee does not apply any fixed formula for setting base salaries for our executive officers. Instead, it considers a wide range of factors. In particular, the Compensation Committee considers our overall financial and operating performance and profitability, and its evaluation of each executive officer’s individual performance and contribution toward such overall performance and profitability. Our overall performance and profitability are determined, without any quantified targets or particular weighing, with reference to financial factors such as net income, EPS, return on average assets, return on average stockholders’ equity, efficiency ratio, and percentage increase or decrease in total assets, loans, and deposits. The evaluation of each executive officer’s individual performance involves consideration of such factors as the significance of the executive officer’s services, level of responsibility, changes in those responsibilities, and the achievement of individual performance goals or completion of any strategic initiatives and special projects or assignments that may have been set from year to year, without any particular weight being assigned to these factors. As part of this evaluation, the Compensation Committee may consider the executive officer’s individual skills, experience, length of service, and compensation levels in past years, not only in relation to the individual’s performance in those years compared with the current year, but also in relation to competitive employment opportunities for that individual. Consideration is also given to changes in the cost of living. The Compensation Committee also takes into consideration the base compensation of executive officers in equivalent positions at banks and bank holding companies considered to be similar to Cathay Bank and Bancorp. We believe it is helpful to consider comparative market information about compensation paid to executive officers of other companies in our business and geographic marketplace that seek similarly skilled and talented executives. We want to be able to retain our executive officers and, accordingly, we take into consideration publicly available information about compensation paid to executive officers at other financial institutions in making our compensation decisions. However, we do not establish compensation levels based on benchmarking and we do not attempt to maintain a certain target percentile within any peer group to determine compensation. We view information on pay practices at other institutions as relevant to a general understanding of the market and for assessing the competitiveness and reasonableness of our executive compensation program. Salary levels are typically considered in the first quarter of the year as part of our employee performance review process. Salary levels may also be reviewed and adjusted for an executive officer pursuant to a promotion or change in job responsibility or for special retention purposes. The Compensation Committee does not set any target range or apply any formulas or any particular minimum or maximum percentages. Instead, it considers the base salary increases on a case-by-case and year-by-year basis applying the factors set forth above. When permitted by law, the Compensation Committee takes into consideration the compensation history of the executive officers and will observe past ranges for reference and guidance without being bound or limited by them. Cash Bonuses The Compensation Committee adopted, effective January 1, 2014, an Executive Officer Annual Cash Bonus Program, as amended on December 14, 2017 and March 15, 2018 (the “Bonus Program”), pursuant to which our executive officers may be entitled to cash bonus awards that constitute cash awards under our 2005 Incentive Plan, as amended and restated effective May 18, 2015 (the “2005 Incentive Plan”). The purpose of the Bonus Program is to attract, motivate, and retain capable executive management and other key personnel by providing incentives that are commensurate with prudent risk taking, that do not pose a threat to safety and soundness, and that seek to link compensation to our overall strategic goals. To determine a participant’s bonus award, the Compensation Committee may establish for a “program year” company-wide financial criteria, including the achievement of quantifiable financial metrics (e.g., EPS, ROA, loan growth, deposit growth, and efficiency ratio) and metric and/or nonmetric individual or department-wide performance goals. Following completion of a program year, the Compensation Committee determines the extent to which the financial criteria and performance goals for each participant have been achieved or exceeded and the amount of the bonus award to be paid. The Bonus Program sets forth factors the Compensation Committee should take into account in determining financial criteria and performance goals and the circumstances in which the results and bonus awards may be adjusted, taking into account safety and soundness and risk-management. Equity Incentives The 2005 Incentive Plan permits us to grant stock options, stock awards (including shares, RSUs, stock appreciation rights, stock units and other similar awards), and cash awards. Equity awards under the 2005 Incentive Plan compensate eligible participants for their contributions to our business and encourage them to exert maximum efforts for our success by providing them with an opportunity to benefit from increases in the value of our common stock, thereby aligning the interests of the participants with those of our stockholders. As such, the awards serve as an incentive and reward for the achievement of our long-term business goals and a means to attract, motivate, and retain key personnel.

  50. Components of Our Executive Compensation Program and Executive Compensation Highlights for 2023

    The Compensation Committee has authority to determine the number and type of equity awards for executive officers and other employees. Awards are generally based on a qualitative analysis of the individual’s performance and our overall performance and profitability, taking into account the factors discussed above under “Base Salaries” and “Cash Bonuses.” For general reference purposes only, the Compensation Committee also will consider the size of awards made in the past to each individual and also generally refer to the size of awards made at other banks and bank holding companies of comparable size and complexity. Consideration is also given to the estimated dilutive effect of such awards on our stockholders. For the past several years, the equity incentive awards made by the Compensation Committee have been in the form of RSUs. For the executive officers including the Named Executive Officers, other than any equity incentive awards awarded in connection with the Bonus Program, the vesting of these RSUs has been based on performance, which currently consists of (1) EPS, (2) TSR compared to comparable banks, and (3) ROA as compared to comparable banks. Awards generally have been made at Compensation Committee meetings where the intent to issue awards has been specified in advance of the actual meeting. Awards are also made on occasion during the year to newly hired or newly promoted officers or for special retention purposes. Such awards for new hires, promotions, and retention become effective on the date of approval of the award by the Compensation Committee. All awards are made at or above the fair market value of our common stock as quoted on the Nasdaq Global Select Market. Retirement and Other Benefits Bancorp’s primary retirement plan is the 401(k) Profit Sharing Plan, which is available to salaried employees of Cathay Bank who have completed one month of service and have attained the age of 21. Participants can contribute up to 75% of their eligible compensation for the year (subject to Internal Revenue Code limits). Cathay Bank matches 100% on the first 5% of eligible compensation contributed per pay period. For participants hired prior to October 1, 2021, the vesting schedule for the matching contribution is 0% for less than two years, 25% at the beginning of the third year and 100% vested after three years of service. For participants hired after October 1, 2021, the vesting schedule for the matching contribution is 0% for less than three years of service and 100% vested thereafter. In addition, Cathay Bank maintains the Bank Employee Stock Ownership Plan Trust, under which a participant’s benefits consist of cash (or cash equivalents) and shares of our common stock allocated to the participant. We have not made any contributions since 2004, and do not expect to make any contributions in the future. We also provide group life, health, dental, disability, and medical reimbursement plans that do not discriminate in scope, terms, or operation in favor of our executive officers and that are generally available to all salaried employees. Our executive officers are eligible to participate in all of these plans on the same terms as other employees. Perquisites and Other Personal Benefits We provide our executive officers with perquisites and other personal benefits that the Board and the Compensation Committee believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain employees for key positions. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to the executive officers. Currently, these perquisites consist primarily of automobile expenses and club memberships. For 2023, the aggregate amount of perquisites and other personal benefits provided to our Named Executive Officers was less than $10,000 each, except for our Executive Chairman, Dunson K. Cheng.

  51. Establishing Our Executive Compensation

    | ● | A target bonus percentage was set as a percentage of base salary for each executive. The target bonus percentages were: Mr. Liu—100%; Mr. Chen—75%; Mr. Cheng—100%; Mr. Bingham—70%; and Mr. Lee—70%. |

  52. Establishing Our Executive Compensation

    | ● | The target bonus was based upon achievement of (1) financial targets consisting of an EPS target and ROA target, and (2) achievement of individual/departmental goals, as set forth in the following chart: |

  53. Establishing Our Executive Compensation

    | ● | For each metric, the bonus structure provides for a range of payouts based upon achievement against the goal, as set forth in the following chart (the minimum and maximum payouts with respect to EPS and ROA are based on performance 25% below and 25% above target): |

  54. Establishing Our Executive Compensation

    | | EPS Goal | ROA Percentage | Performance Rating with Respect to Individual / Departmental Goal | | Payout of 50% of Target | $4.0725 | 1.305% | 2.5 | | Target Payout of 100% | $5.4300 | 1.740% | 3.25 | | Maximum Payout of 150% | $6.7875 or greater | $2.175% or greater | 4.75 or greater |

  55. Establishing Our Executive Compensation

    With respect to the EPS and ROA goals, there was no bonus payout for performance below the 50% payout level. With respect to the individual/departmental goals component, there is a 25% payout for a rating of 2 or greater but below 2.5 and below a 2.0 rating there is no payout. With respect to the EPS and ROA goals, payout occurs on an interpolated basis for performance between threshold and target and between target and maximum. With respect to the performance rating component, the payout percentage advances in steps, i.e. a performance rating from 3.25 to below 3.5 would result in a 100% payout, a rating from 3.5 to below 3.75 would result in a 110% payout, etc. By way of illustration, if an executive’s base salary were $100,000, the target bonus was 80%, the EPS, ROA, and individual/departmental percentages were 50%, 20%, and 30% respectively, and the percentages of achievement were 90%, 100%, and 110% respectively, a bonus of $78,400 would have been payable, computed as follows:

  56. Establishing Our Executive Compensation

    | | EPS | ROA | Individual / Departmental Goal | | Amount of Target Bonus | $40,000 | $16,000 | $24,000 | | Payout Percentage | 90% | 100% | 110% | | Payout | $36,000 | $16,000 | $26,400 | | Total Payout | $78,400 | | |

  57. Establishing Our Executive Compensation

    With respect to 2023, the EPS and ROA goals were achieved at $4.86 and 1.56%, both of which were below the target levels of $5.43 and 1.74%, resulting in payout percentages of 79.01% for the portion of each NEO’s bonus based on EPS and 79.31% for the portion based on ROA. All NEOs received performance ratings between 3.13 and 3.59, resulting in a payout percentage of 75% to 110% for that portion of the bonus based on departmental/individual performance (110% for Messrs. Liu, Chen and Lee, 100% for Mr. Cheng, and 75% for Mr. Bingham. Based on the methodology described above, the following bonus amounts were determined to be awarded to the Named Executive Officers:

  58. Establishing Our Executive Compensation

    | Name | Amount of Total Bonus ($) | | Chang M. Liu | 784,600 | | Heng W. Chen | 366,500 | | Dunson K. Cheng | 582,900 | | Kim R. Bingham | 223,300 | | Mark H. Lee | 268,000 |

  59. Equity Incentives

    Equity Incentives Structure of Equity Incentives The Compensation Committee has determined to award long term incentive awards to the Named Executive Officers in the form of performance-based RSUs, using performance metrics that the Compensation Committee believes results in a strong alignment of investor and executive interests. Each executive is granted a target number of RSUs for each award type that is based on an approved dollar value, which would then be converted to an amount of RSUs, based on accounting values, which in the case of the TSR-based RSUs, uses the Monte-Carlo valuation model. In developing the program, the Compensation Committee considered the tax and accounting treatment of performance share units compared to other forms of equity awards, the vesting provisions in the event of death, disability or retirement or a change in control, and the range and scope of clawbacks. If target performance is achieved, each RSU generally represents the right to receive one share of our common stock at the end of the performance period, subject to adjustment. Performance above the target generally results in payment of additional shares and performance below the target generally results in payment of fewer or no shares. The performance period for the RSU awards is three years. The metrics for the awards consisted of (1) an absolute EPS metric, (2) a TSR metric based on stock price growth plus dividends, relative to the companies in the KBW Regional Bank Index over the performance period, and (3) an ROA metric based on ROA relative to the companies in the KBW Regional Bank Index over the performance period. The Compensation Committee chose these metrics because it concluded that successful performance against these metrics would align well with increases in long-term stockholder value. The value of the awards is split approximately 50/25/25 among these three metrics with the EPS metric being 50%. The number of target RSUs will be increased to the extent that dividends are paid on our common stock, as if reinvested on the ex-dividend date in additional shares. If a “change in control,” as defined in the award agreement, occurs before the end of the performance period, a number of the target RSUs based on EPS or TSR or ROA may be earned depending on the timing of change in control and whether the RSUs are assumed by a public company. All the RSUs earned will be fully vested, and distribution of shares will commence generally within 90 days following the end of the performance period, provided the Named Executive Officer remains continuously employed through the performance period. Special provisions will apply if a Named Executive Officer dies, incurs a “total and permanent disability” or terminates employment on account of “retirement” as these terms are defined in the award agreement. Provision is made for cancellation of RSU awards or repayment under certain circumstances. RSUs Awarded in July 2023 The Compensation Committee granted RSUs to all NEOs on July 27, 2023. The grant values were as follows:

  60. Equity Incentives

    | Name | July 2023 LTI Grant | | Chang M. Liu | $1.842 million | | Heng W. Chen | $0.590 million | | Dunson K. Cheng | $1.590 million | | Kim R. Bingham | $0.364 million | | Mark H. Lee | $0.358 million |

  61. Equity Incentives

    Reflecting the 50/25/25 split in value, these NEOs received the following RSUs:

  62. Equity Incentives

    | Name | EPS RSUs | TSR RSUs | ROA RSUs | | Chang M. Liu | 24,249 | 11,581 | 12,124 | | Heng W. Chen | 7,767 | 3,709 | 3,883 | | Dunson K. Cheng | 20,932 | 9,997 | 10,466 | | Kim R. Bingham | 4,792 | 2,288 | 2,396 | | Mark H. Lee | 4,713 | 2,251 | 2,356 |

  63. Equity Incentives

    In considering the award of performance-based RSUs, the Compensation Committee reviewed materials prepared by FWC, including an analysis of the base salaries, target bonus opportunities, long-term incentives, and total compensation of our NEOs, compared with proxy statement data for our Peer Group and survey data covering the banking industry. The Compensation Committee discussed an analysis of EPS for the three-year performance period and used a projected cumulative EPS for that period to establish a target EPS for the three-year performance period ending December 31, 2025. The target EPS, in the opinion of the Compensation Committee, reflects reasonable earnings growth over the performance period and will not involve excessive risk to achieve. If the actual cumulative EPS for the three-year period equals the target, 100% of the RSUs will be earned and will be scaled up to 150% of the units if the actual cumulative EPS is up to 15% or more than the target. If the actual cumulative EPS is less than 100%, but not more than 15% below the target, the number of units earned will be scaled down to 50%. If the actual cumulative EPS is more than 15% below the target, none of the RSUs will be earned. For the awards based on TSR, the number of earned RSUs will be determined by comparing our TSR from the award date to the end of the three-year performance period ending December 31, 2025, with the TSR of each of the companies in the KBW Regional Bank Index over the performance period. For purposes of computing TSR, the beginning stock price will be the average stock price over the 20 trading days ending on the award date and the ending stock price will be the average stock price over the 20 trading days ending on the last day of the performance period. If our TSR over the performance period is below the 30th percentile when ranked against each of the peer companies, no RSUs will be earned. If the ranking is equal to the 30th percentile, 50% of the target RSUs will be earned. To the extent that our TSR is ranked above the 30th percentile, the number of earned target RSUs will be scaled up to 150% of the target restricted stock units for performance at or above the 70th percentile, so that 100% of the target RSUs will be earned for performance at the 50th percentile. For the awards based on ROA, the number of earned RSUs will be determined by comparing our ROA for the three-year performance period ending December 31, 2025, with the ROA of each of the companies in the KBW Regional Bank Index over the same period. For this purpose, ROA will consist of the average ROA over the three years. If our ROA over the performance period is below the 30th percentile when ranked against each of the peer companies, no RSUs will be earned. If the ranking is equal to the 30th percentile, 50% of the target RSUs will be earned. To the extent that our ROA is ranked above the 30th percentile, the number of earned target RSUs will be scaled up to 150% of the target RSUs for performance at or above the 70th percentile, so that 100% of the target RSUs will be earned for performance at the 50th percentile. Payout of 2021 Long-Term Equity Incentives The performance period for the long-term equity incentives awarded in July 2021 ended December 31, 2023. With respect to the awards based on EPS, the payout percentage was 149.602%. With respect to the awards based on TSR, the Company’s ranking among 41 companies was 4th, resulting in a percentile ranking at the 93rd percentile, and the payout percentage was 150%. With respect to the awards based on ROA, the Company’s ranking among 41 companies was 4th, resulting in a percentile ranking at the 93rd percentile, and the payout percentage was 150%.

  64. Additional Information Relating to Executive Compensation

    Additional Information Relating to Executive Compensation Ownership Guidelines Our Corporate Governance Guidelines provide that our Chief Executive Officer shall hold shares of our common stock with a value equal to three times the amount of his or her annual base salary. We do not require any other officer to maintain a minimum ownership interest in our stock. We believe our stock ownership requirements for the Chief Executive Officer, as well as our directors, further align the interests of the Chief Executive Officer and our directors with those of our stockholders by requiring them to hold substantial equity in Bancorp. Until the stock ownership requirements are met, the Chief Executive Officer may not sell, assign, transfer, or pledge any of our common stock. Compensation Recovery Policy A compensation recovery policy (or “clawback”) generally provides that bonuses or other incentive compensation awards are subject to forfeiture and recovery if such payments or awards were made based on materially inaccurate financial statements. In September 2023, the Company adopted a clawback policy that requires repayment of incentive compensation paid to current and former executive officers under certain circumstances in connection with accounting restatements of financial results. In general, the clawback policy requires the repayment of amounts received in the three years preceding a restatement to the extent a lesser amount would have been received if incentive compensation had been determined based on the restated financial results. Employment Agreements With the exception of the Change of Control Employment Agreements described in the next section, we have no employment agreements with any of the Named Executive Officers, with the exception of our chief executive officer, Mr. Liu. For a description of our employment agreements with our chief executive officer, please see the section below entitled “Remuneration of Executive Officers–Employment Agreement.” Change of Control Agreements The Board desires to promote stability and continuity of senior management and to help align their interests with those of our stockholders in the event of a change in control or potential change in control of Bancorp. Accordingly, we have entered into Control Agreements (defined below under “Potential Payments Upon Termination or Change in Control — Change of Control Employment Agreements”) with our executive officers and Executive Vice Presidents of Cathay Bank. We believe that these agreements help to ensure that our key officers will remain fully engaged during a change in control or potential change in control. The Control Agreements provide for enhanced severance benefits in the event of a voluntary termination of employment for “good reason” or involuntary termination other than for “cause” following a “change in control.” Based on a review of information generally available to the public and the advice of outside legal counsel, the Board determined that these arrangements were competitive and reasonable. The Control Agreements do not influence our decisions surrounding the Named Executive Officer’s cash and equity compensation. For a more detailed discussion of the severance benefits, the events that would trigger payment of severance benefits and the Control Agreements in general, see “Potential Payments Upon Termination or Change in Control” below. Response to 2023 Vote on Executive Compensation The Board has been annually submitting to our stockholders a proposal to approve, on an advisory (nonbinding) basis, our executive compensation. At the 2023 annual meeting of stockholders, 94.44% of the votes cast were in favor of approving this proposal. The Compensation Committee was aware of and considered the results of the advisory vote on executive compensation and has construed this favorable vote of stockholders as supporting its executive compensation decisions and policies. Pledging and Hedging Policy The Board has adopted a policy that prohibits, unless advance approval has been obtained from the Board, all directors and executive officers (including the Named Executive Officers) from holding our securities in a margin account or otherwise pledging or hypothecating our securities as collateral for a loan, entering into hedging or monetization transactions or similar arrangements with respect to our securities, or engaging in certain other speculative trading in our securities. No such requests have been made and consequently no such approvals have been granted. Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation paid in excess of $1 million to “covered employees” as defined under Section 162(m) (generally, such company’s chief executive officer, its chief financial officer and its three other highest paid executive officers). The Compensation Committee takes into account the tax and accounting implications (including the deduction limits of Section 162(m)) when making compensation decisions, but necessarily reserves its right to make compensation decisions based on other factors as well if the Compensation Committee determines it is in the best interests of the Company to do so. Nonqualified Deferred Compensation We do not have a deferred compensation program, and we have no current plans to implement such a program. However, we do have two deferred compensation arrangements with Dunson K. Cheng. For details regarding these deferral arrangements, see “Nonqualified Deferred Compensation” below. Stock-Based Compensation Restricted stock and RSUs, separately or in combination, serve to reward and retain executive officers through shares valued at the current price on the date the restriction lapses, which awards may be subject to both service- and performance-based conditions. Awarding restricted stock and RSUs also permits us to issue fewer shares, thereby reducing potential stockholder dilution. We believe that restricted stock and RSUs provide a motivating form of incentive compensation and serve our objectives of incentivizing our executive officers to focus on delivering long-term value to our stockholders.

  65. Summary Compensation Table

    Summary Compensation Table The table below sets forth information for the Named Executive Officers regarding compensation for the last three completed fiscal years:

  66. Summary Compensation Table

    | Name and Principal Position | Year | Salary 1/ ($) | Bonus ($) | Stock awards 2/ ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Change in pension value and non- qualified deferred compensation earnings ($) | All other compensation 3/ ($) | Total ($) | | Chang M. Liu President and Chief Executive Officer of Bancorp and Cathay Bank | 2023 | 900,750 | — | 1,841,907 | — | 784,600 | — | 16,500 | 3,543,757 | | | 2022 | 811,246 | — | 1,686,958 | — | 1,106,800 | — | 15,250 | 3,620,254 | | | 2021 | 713,300 | — | 1,429,976 | — | 840,100 | — | 14,500 | 2,997,876 | | Heng W. Chen Executive Vice President and Chief Financial Officer of Bancorp and Cathay Bank | 2023 | 548,250 | — | 589,937 | — | 366,500 | — | 16,500 | 1,521,187 | | | 2022 | 529,599 | — | 568,905 | — | 501,100 | — | 15,250 | 1,614,854 | | | 2021 | 515,614 | — | 549,923 | — | 458,400 | — | 14,500 | 1,538,437 | | Dunson K. Cheng Executive Chairman of Bancorp and Cathay Bank | 2023 | 700,000 | — | 1,589,977 | — | 582,900 | 40,844 4/ | 31,756 5/ | 2,945,477 | | | 2022 | 730,523 | — | 1,589,900 | — | 891,000 | 38,774 | 29,796 | 3,279,993 | | | 2021 | 827,169 | — | 1,589,956 | — | 969,500 | 36,808 | 28,194 | 3,451,627 | | Mark H. Lee */ Executive Vice President and Chief Credit Officer of Cathay Bank | 2023 | 395,750 | — | 357,980 | — | 268,000 | — | 16,500 | 1,038,230 | | | 2022 | 365,041 | — | 324,934 | — | 298,300 | — | 15,250 | 1,003,525 | | | 2021 | 355,631 | — | 313,907 | — | 276,700 | — | 14,500 | 960,738 | | Kim R. Bingham Executive Vice President and Chief Risk Officer of Cathay Bank | 2023 | 410,500 | — | 363,971 | — | 223,300 | — | 16,500 | 1,014,271 | | | 2022 | 396,446 | — | 351,934 | — | 324,300 | — | 15,179 | 1,087,859 | | | 2021 | 385,182 | — | 339,932 | — | 300,000 | — | 14,500 | 1,039,614 |

  67. Summary Compensation Table

    | */ | Mark H. Lee retired as Executive Vice President and Chief Credit Officer of Cathay Bank after December 31, 2023 and departed with Cathay Bank after March 1, 2024. |

  68. Summary Compensation Table

    | 1/ | Include amounts deferred by Named Executive Officers under the 401(k) Profit Sharing Plan. |

  69. Summary Compensation Table

    | 2/ | The amounts shown are not cash compensation received by the Named Executive Officer and may not correspond to the actual value that could be realized by the Named Executive Officer. Instead, the amounts represent the fair value of RSUs computed for the corresponding fiscal year, in accordance with FASB ASC Topic 718, valued based on the closing price of our common stock on the date of the grant. |

  70. Summary Compensation Table

    | 3/ | The amounts in this column consist of employer contributions under the 401(k) Profit Sharing Plan. Perquisites and other personal benefits, or property, are excluded if the aggregate amount was less than $10,000. Group life insurance, health insurance, and long-term disability insurance premiums are also excluded because such premiums are pursuant to a plan that does not favor executive officers or directors and is generally available to all salaried employees. |

  71. Summary Compensation Table

    | 4/ | This amount consists of interest paid on deferred compensation that is considered above-market under the regulations of the SEC. For a discussion of the deferral arrangements, see “Nonqualified Deferred Compensation” below. |

  72. Summary Compensation Table

    | 5/ | This amount consists of $16,500 in employer contributions under the 401(k) Profit Sharing Plan, $3,617 in automobile-related benefits, and $11,639 in club memberships. |

  73. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below sets forth information regarding grants of plan-based awards to our Named Executive Officers in 2023.

  74. Grants of Plan-Based Awards

    | | | Estimated possible 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 (#) | Grant date fair value of stock awards 3/ ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Chang M. Liu | 07/27/2023 | — | — | — | 5,791 | 11,581 | 17,372 | — | 460,461 | | | 07/27/2023 | — | — | — | 6,062 | 12,124 | 18,186 | — | 460,470 | | | 07/27/2023 | — | — | — | 12,125 | 24,249 | 36,374 | — | 920,977 | | | — | 460,000 | 920,000 | 1, 380,000 | — | — | — | — | — | | Heng W. Chen | 07/27/2023 | — | — | — | 1,855 | 3,709 | 5,564 | — | 147,470 | | | 07/27/2023 | — | — | — | 1,942 | 3,883 | 5,825 | — | 147,476 | | | 07/27/2023 | — | — | — | 3,884 | 7,767 | 11,651 | — | 294,991 | | | — | 207,375 | 414,750 | 622,125 | — | — | — | — | — | | Dunson K. Cheng | 07/27/2023 | — | — | — | 4,999 | 9,997 | 14,996 | — | 397,481 | | | 07/27/2023 | — | — | — | 5,233 | 10,466 | 15,699 | — | 397,499 | | | 07/27/2023 | — | — | — | 10,466 | 20,932 | 31,398 | — | 794,997 | | | — | 350,000 | 700,000 | 1,050,000 | — | — | — | — | — | | Mark H. Lee | 07/27/2023 | — | — | — | 1,126 | 2,251 | 3,377 | — | 89,500 | | | 07/27/2023 | — | — | — | 1,178 | 2,356 | 3,534 | — | 89,481 | | | 07/27/2023 | — | — | — | 2,357 | 4,713 | 7,070 | — | 179,000 | | | — | 141,750 | 283,500 | 425,250 | — | — | — | — | — | | Kim R. Bingham | 07/27/2023 | — | — | — | 1,144 | 2,288 | 3,432 | — | 90,971 | | | 07/27/2023 | — | — | — | 1,198 | 2,396 | 3,594 | — | 91,000 | | | 07/27/2023 | — | — | — | 2,396 | 4,792 | 7,188 | — | 182,000 | | | — | 144,900 | 289,800 | 434,700 | — | — | — | — | — |

  75. Grants of Plan-Based Awards

    | 1/ | The amounts in the “Threshold,” “Target,” and “Maximum” columns represent the possible cash bonus amounts related to each Named Executive Officer’s base salary that he could be awarded under the Bonus Program depending upon the achievement of certain performance criteria. For further information, see “Compensation Decisions for Named Executive Officers–Bonuses” above. The actual amounts paid to the other Named Executive Officers for 2023 are shown in the “Non-equity incentive plan compensation” column of the “Summary Compensation Table” above. |

  76. Grants of Plan-Based Awards

    | 2/ | Unless otherwise stated, stock awards consist of performance-based RSUs. For further discussion, see “Compensation Decisions for Named Executive Officers–Equity Incentives” above. Each stock unit represents the contingent right to receive one share of common stock upon vesting. The number of RSUs that are vested depends upon the achievement of certain performance criteria on the vesting date, are subject to continued employment, with an exception for earlier vesting upon death, disability or retirement or a change in control. The number of RSUs that are earned can be from 0% to 150% of the target award, depending upon the achievement of certain performance criteria. |

  77. Grants of Plan-Based Awards

    | 3/ | Grant date fair value is based on the closing price of our common stock on the date of the grant. The estimated value of the performance-based RSUs at the grant date is based on the projected performance at the grant date showing a payout of 100% of the target number of performance-based restricted stock units. |

  78. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below sets forth information regarding outstanding equity awards as of December 31, 2023, made to our Named Executive Officers. Stock awards consist of RSUs, each of which represents a contingent right to receive one share of our common stock.

  79. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: market or payout value or unearned shares, units or other rights that have not vested | | Name | (#) | ($) | (#) | ($) */ | | Chang M. Liu | — | — | 10,008 1/ | 446,057 1/ | | | — | — | 10,634 1/ | 473,957 1/ | | | — | — | 21,269 1/ | 947,959 1/ | | | — | — | 10,828 2/ | 482,604 2/ | | | — | — | 11,126 2/ | 495,886 2/ | | | — | — | 22,253 2/ | 991,816 2/ | | | — | — | 11,802 3/ | 526,015 3/ | | | — | — | 12,355 3/ | 550,662 3/ | | | — | — | 24,712 3/ | 1,101,414 3/ | | Heng W. Chen | — | — | 3,848 1/ | 171,505 1/ | | | — | — | 4,089 1/ | 182,247 1/ | | | — | — | 8,179 1/ | 364,538 1/ | | | — | — | 3,651 2/ | 162,725 2/ | | | — | — | 3,751 2/ | 167,182 2/ | | | — | — | 7,504 2/ | 334,453 2/ | | | — | — | 3,779 3/ | 168,430 3/ | | | — | — | 3,957 3/ | 176,363 3/ | | | — | — | 7,915 3/ | 352,772 3/ | | Dunson K. Cheng | — | — | 11,127 1/ | 495,930 1/ | | | — | — | 11,824 1/ | 526,996 1/ | | | — | — | 23,649 1/ | 1,054,036 1/ | | | — | — | 10,205 2/ | 454,837 2/ | | | — | — | 10,485 2/ | 467,316 2/ | | | — | — | 20,972 2/ | 934,722 2/ | | | — | — | 10,187 3/ | 454,035 3/ | | | — | — | 10,665 3/ | 475,339 3/ | | | — | — | 21,331 3/ | 950,723 3/ | | Mark H. Lee | — | — | 2,197 1/ | 97,920 1/ | | | — | — | 2,334 1/ | 104,026 1/ | | | — | — | 4,669 1/ | 208,097 1/ | | | — | — | 2,085 2/ | 92,928 2/ | | | — | — | 2,142 2/ | 95,469 2/ | | | — | — | 4,286 2/ | 191,027 2/ | | | — | — | 2,293 3/ | 102,199 3/ | | | — | — | 2,400 3/ | 106,968 3/ | | | — | — | 4,803 3/ | 214,070 3/ | | Kim R. Bingham | — | — | 2,378 1/ | 105,987 1/ | | | — | — | 2,527 1/ | 112,628 1/ | | | — | — | 5,056 1/ | 225,346 1/ | | | — | — | 2,258 2/ | 100,639 2/ | | | — | — | 2,320 2/ | 103,402 2/ | | | — | — | 4,642 2/ | 206,894 2/ | | | — | — | 2,331 3/ | 103,893 3/ | | | — | — | 2,441 3/ | 108,795 3/ | | | — | — | 4,883 3/ | 217,635 3/ |

  80. Outstanding Equity Awards at Fiscal Year-End

    | */ | The value equals the closing price of our common stock on the last business day of our most recently completed fiscal year, multiplied by the number of shares underlying the award. |

  81. Outstanding Equity Awards at Fiscal Year-End

    | 1/ | Each RSU represents the contingent right to receive one share of common stock upon vesting. The number of RSUs that are earned can be from 0% of the target award up to 150% of the target award, depending upon the achievement of certain performance criteria. Amounts reported here reflect an assumed target (100%) level of achievement of the performance goals. These RSUs are scheduled to vest in a single installment on December 31, 2023, subject to continued employment, but may vest to some extent earlier in the event of death, disability, retirement after December 31, 2022, or a change in control, with the number of units earned being based on the achievement of certain performance criteria. Also includes the value of dividend equivalents accrued through December 31, 2023. |

  82. Outstanding Equity Awards at Fiscal Year-End

    | 2/ | Each RSU represents the contingent right to receive one share of common stock upon vesting. The number of RSUs that are earned can be from 0% of the target award up to 150% of the target award, depending upon the achievement of certain performance criteria. Amounts reported here reflect an assumed target (100%) level of achievement of the performance goals. These RSUs are scheduled to vest in a single installment on December 31, 2024, subject to continued employment, but may vest to some extent earlier in the event of death, disability, retirement after December 31, 2023, or a change in control, with the number of units earned being based on the achievement of certain performance criteria. Also includes the value of dividend equivalents accrued through December 31, 2023. |

  83. Outstanding Equity Awards at Fiscal Year-End

    | 3/ | Each RSU represents the contingent right to receive one share of common stock upon vesting. The number of RSUs that are earned can be from 0% of the target award up to 150% of the target award, depending upon the achievement of certain performance criteria. Amounts reported here reflect an assumed target (100%) level of achievement of the performance goals. These RSUs are scheduled to vest in a single installment on December 31, 2025, subject to continued employment, but may vest to some extent earlier in the event of death, disability, retirement after December 31, 2024, or a change in control, with the number of units earned being based on the achievement of certain performance criteria. Also includes the value of dividend equivalents accrued through December 31, 2023. |

  84. Stock Vested

    Stock Vested The table below sets forth information regarding vesting of stock awards for the Named Executive Officers during 2023.

  85. Stock Vested

    | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) 1/ | | Chang. M. Liu | — | — | 145,042 | $5,132,883 | | Heng W. Chen | — | — | 56,486 | $1,998,142 | | Dunson K. Cheng | — | — | 145,949 | $5,183,041 | | Mark H. Lee | — | — | 26,944 | $959,287 | | Kim R. Bingham | — | — | 34,895 | $1,234,404 |

  86. Stock Vested

    | 1/ | The value realized equals the closing price of our common stock on the settlement date, multiplied by the number of shares that vested. |

  87. Pension Benefits

    Pension Benefits Our Named Executive Officers did not receive any benefits during 2023 under any defined contribution plan other than the 401(k) Profit Sharing Plan. We do not have any defined benefit plans.

  88. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We have two deferred compensation arrangements with Dunson K. Cheng, our Executive Chairman, from when he was the President and Chief Executive Officer of Bancorp and Cathay Bank. In an agreement, effective November 23, 2004, Mr. Cheng agreed to defer any cash bonus amounts in excess of $225,000 for the year ended December 31, 2004, until January 1 of the first year following such time as Mr. Cheng separates from us (the “Cheng Deferred Compensation Agreement”). This Cheng Deferred Compensation Agreement was amended and restated on November 8, 2007, to comply with Section 409A of the Internal Revenue Code (the “Code”) and provides that, if Mr. Cheng is subject to Section 409A of the Code, payment of the deferred amount will be delayed to the later of: (i) January 1 of the first year following his separation from service; or (ii) the first day of the seventh month following his separation from service. Pursuant to this agreement, an amount equal to $610,000 was deferred in 2004. The deferred amount accrues interest at the rate of 7% per annum computed based on the actual number of days during each period divided by the actual number of days for the full year. The deferred amount will be increased each quarter by the amount of interest computed for the preceding quarter. On November 23, 2014, the interest rate was reset to 5.06% based on 275 basis points above the interest rate on a 10-year Treasury note on that date. On March 13, 2014, the Compensation Committee awarded Mr. Cheng a cash bonus in the amount of $300,000 for the quarter ended December 31, 2013, and provided as part of the award that payment of the bonus would be deferred until the later of: (i) January 1 of the first year following Mr. Cheng’s separation from service; or (ii) the first day of the seventh month following Mr. Cheng’s separation from service. The Committee’s award further provided that the deferred amount accrues interest at the rate of 5.02% per annum compounded quarterly, will be increased each quarter by the amount of interest computed for that quarter, and, beginning on the fifth anniversary of the award, the interest rate will equal 350 basis points above the then prevailing interest rate on a five-year Treasury note. On March 28, 2019, the interest rate was reset to 5.715% based on 350 basis points above the interest rate on a five-year Treasury note on that date. The table below sets forth information regarding non-qualified deferred compensation arrangements for our Named Executive Officers during 2023.

  89. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($) | | Chang M. Liu | — | — | — | — | — | | Heng W. Chen | — | — | — | — | — | | Dunson K. Cheng | — | — | $122,2311/ | — | $2,429,100 2/ | | Mark H. Lee | — | — | — | — | — | | Kim R. Bingham | — | — | — | — | — |

  90. Nonqualified Deferred Compensation

    | 1/ | Includes $40,844 reported in the “Summary Compensation Table” above as interest that is considered above-market under the regulations of the SEC. |

  91. Nonqualified Deferred Compensation

    | 2/ | Includes $979,875 reported in the “Summary Compensation Table” for previous years. |

  92. Nonqualified Deferred Compensation

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL We have not entered into any written employment agreements with any of the Named Executive Officers, with the exception of an employment agreement with Chang M. Liu (as described above under “Remuneration of Executive Officers–Employment Agreement”) and the Control Agreements with each of the Named Executive Officers which in effect become employment agreements upon the occurrence of a change in control as defined therein. The tables below under “Cash Compensation and Benefits in the Event of a Change in Control” reflect the amount of compensation payable to each of the Named Executive Officers in the event of termination of the Named Executive Officer’s employment after a change in control. The amount of compensation payable to each Named Executive Officer upon voluntary and involuntary termination and in the event of death or disability of the Named Executive Officer is shown. The amounts shown assume that such termination was effective as of December 31, 2023, and thus include amounts earned through such time, and are estimates of the amounts which would be paid out to the Named Executive Officers upon their termination. The actual amounts to be paid out, if any, can only be determined at the time of the Named Executive Officer’s separation from Bancorp and Cathay Bank. In addition, a separate table below under “Equity Compensation in the Event of a Change in Control” reflects the value of any equity awards granted to each Named Executive Officer under the 2005 Incentive Plan that may be accelerated upon a change in control of Bancorp even if there was no termination of the Named Executive Officer’s employment. The administrator of the 2005 Incentive Plan has the discretion to have Bancorp assume, substitute, or adjust each outstanding award under such plan, accelerate the vesting of any options, or terminate any restrictions on stock awards or cash awards upon a change in control.

  93. Event of a Change in Control

    | 2/ | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  94. Event of a Change in Control

    | 3/ | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values as of each measurement date were determined using valuation assumptions and methodologies that are generally consistent with those used currently by the Company to estimate fair value at grant in accordance with FASB ASC Topic 718. For market-based restricted stock units, equity values were estimated using a Monte Carlo simulation model, using assumptions that are consistent with those used at grant. For other performance-based awards, the equity values reflect the probable outcome of the performance vesting conditions as of the last day of the applicable fiscal year. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |