DEF 14A of Cathay General Bancorp, Apr 10, 2025

DEF 14A of Cathay General Bancorp

Filed Apr 10, 2025 · FY20240001437749-25-011577

Open on EDGAR

  1. PROPOSAL ONE — Election of Directors

    PROPOSAL ONE — Election of Directors The first proposal is to elect four Class II directors to serve until the 2028 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 | | Dunson K. Cheng | II | 80 | Executive Chairman of Cathay General Bancorp and Cathay Bank | 1990 | | Chang M. Liu | II | 58 | President and Chief Executive Officer of Cathay General Bancorp and Cathay Bank | 2020 | | Shally Wang */ | II | 68 | Retired, Former General Manager at IBM Greater China Group | 2021 | | Elizabeth Woo | II | 46 | Associate Professor of the Practice of Accounting at USC | 2024 |

  3. PROPOSAL ONE — Election of Directors

    | */ | As described on page 7, Ms. Wang is currently serving as a Class I director but is being nominated at this annual meeting to serve as a Class II director. If she is elected to serve as a Class II director at the annual meeting, she will resign her position as a Class I director concurrent with her election. |

  4. 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 20, 2025, 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.

  5. 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 2025 (Class II): | | | | Dunson K. Cheng **/ | 854,208 2/ | 1.22% | | Chang M. Liu **/ | 136,558 3/ | */ | | Shally Wang +/ | 7,160 | */ | | Elizabeth Woo | 0 | */ | | Class II Directors Not Seeking Reelection***/: | | | | Kelly L. Chan | 256,508 4/ | */ | | Joseph C.H. Poon | 73,959 5/ | */ | | Directors Currently Serving for the Term Ending in 2026 (Class III): | | | | Nelson Chung | 45,519 6/ | */ | | Felix S. Fernandez | 22,019 7/ | */ | | Maan-Huei Hung | 9,201 8/ | */ | | Richard Sun | 50,649 9/ | */ | | Directors Currently Serving for the Term Ending in 2027 (Class I): | | | | Jane Jelenko | 14,228 10/ | */ | | Ann Yee Kono | 0 | */ | | Anthony M. Tang | 968,941 11/ | 1.38% | | Peter Wu | 692,153 12/ | */ | | Other Named Executive Officers: | | | | Heng W. Chen | 197,022 13/ | */ | | Kim R. Bingham ++/ | 55,696 14/ | */ | | Albert Sun | 0 | */ | | All nominees, directors, and executive officers as a group (20 persons) | 3,391,707 15/ | 4.85% 16/ |

  6. Directors and Executive Officers

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

  7. Directors and Executive Officers

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

  8. Directors and Executive Officers

    | ***/ | Kelly L. Chan and Joseph C.H. Poon will not stand for reelection and will end their term as a Class II director at the 2025 annual meeting. |

  9. Directors and Executive Officers

    | +/ | As described on page 7, Ms. Wang is currently serving as a Class I director but is being nominated at this annual meeting to serve as a Class II director. If she is elected to serve as a Class II director at the annual meeting, she will resign her position as a Class I director concurrent with her election. |

  10. Directors and Executive Officers

    | ++/ | Kim R. Bingham retired from the position of Executive Vice President and Chief Credit Officer of Cathay Bank effective January 21, 2025, and departed from Cathay Bank effective April 1, 2025. |

  11. 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 20, 2025, which was 70,004,272 plus the shares which the respective person has the right to acquire within 60 days after March 20, 2025, 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 20, 2025 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. |

  12. Directors and Executive Officers

    | 2/ | 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, 102,890 shares held by the ESOPT which have been allocated to Mr. Cheng’s account, and 45,932 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. |

  13. Directors and Executive Officers

    | 3/ | Includes 48,736 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

    | 4/ | Includes 80,671 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. |

  15. Directors and Executive Officers

    | 5/ | Includes 46,440 shares held by the Poon Family Trust. |

  16. Directors and Executive Officers

    | 6/ | 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

    | 7/ | Shares held by the Felix and Katherine Fernandez Trust. |

  18. Directors and Executive Officers

    | 8/ | Shares held jointly with spouse. |

  19. Directors and Executive Officers

    | 9/ | Includes 1,100 shares held by Mr. Sun’s spouse, 17,315 shares held by JKLM Limited Partnership, 17,834 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

    | 10/ | Includes 2,116 shares held by the Jelenko-Norris Marital Trust and 12,112 shares held by the Jelenko-Norris Survivors Trust. |

  21. Directors and Executive Officers

    | 11/ | Includes approximately 665,738 shares held by Mr. Tang’s spouse and approximately 114,411 shares held by the ESOPT which have been allocated to Mr. Tang’s account. |

  22. Directors and Executive Officers

    | 12/ | Includes 295,252 shares held by the PACJU, LLC and 396,901 shares held by Wu Family Trust. |

  23. Directors and Executive Officers

    | 13/ | Includes 100 shares held by the Chen Trust, and 16,434 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

    | 14/ | Includes 10,166 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. |

  25. Directors and Executive Officers

    | 15/ | 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 217,301 shares held by the ESOPT that have been allocated to the directors and Named Executive Officers and 121,268 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. |

  26. Directors and Executive Officers

    | 16/ | 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 70,004,272 shares of common stock outstanding as of March 20, 2025. |

  27. Nominees, Continuing Directors, and Executive Officers

    Nominees, Continuing Directors, and Executive Officers Set forth below is information concerning each nominee for election as Class II director, each of the Class III and I 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.

  28. Nominees, Continuing Directors, and Executive Officers

    | Nominees (Class II) | | | | | 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 40 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 40 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 80 Board Committees: ● Investment ● Risk Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate ● Risk Expert |

  29. 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 the Chair for the American Cancer Society–CEOs Against Cancer (L.A. Chapter), the first chairman of Asian descent in the organization’s history. Chang also serves on the Public Health Community Advisory Council under the UC Irvine Joe C. Wen School of Population & Public Health and is a member of its board of directors for Foothill Family. Mr. Liu has been a Director of Cathay Bank since 2019 and Bancorp since 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 58 Board Committees: ● Investment ● Risk Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate |

  30. Nominees, Continuing Directors, and Executive Officers

    | | 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 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 68 Board Committees: ● Compensation Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management |

  31. Nominees, Continuing Directors, and Executive Officers

    | | Elizabeth Woo is an Associate Professor of the Practice of Accounting at the University of Southern California (USC). Ms. Woo has over 20 years of experience in accounting and financial services. Previously, she served as a Lecturer of Accounting at the University of California, Los Angeles (UCLA) from 2018 to June 2024. Prior to her academic career, she held the position of 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 has been a director of Bancorp and Cathay Bank since 2024. She brings to the Board her insight into Data Analytics, Automation and Artificial Intelligence as well as her knowledge and understanding of risk management and internal audit oversight. | Independent Director Director since 2024 | Age 46 Board Committees: ● Audit (Vice Chair) ● Compensation Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management ● Financial Expert |

  32. Nominees, Continuing Directors, and Executive Officers

    | Class II Directors Not Seeking Reelection | | | | | 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 provided the Board with 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 added additional expertise in accounting matters and serves as chairman of the Audit Committee. | Independent Director Director since 1990 | Age 78 Board Committees: ● Audit (Chair) ● Nomination and Governance ● Risk Key Qualification and Expertise: ● Leadership ● Business Operations ● Finance ● Risk Management ● Financial Expert |

  33. Nominees, Continuing Directors, and Executive Officers

    | | 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 provided the Board with considerable managerial experience, as well as his extensive knowledge in commercial, industrial, and residential real estate construction and development. He also contributed his academic background in business and engineering. | Independent Director Director since 1990 | Age 78 Board Committees: ● Nomination and Governance (Chair) ● Compensation ● Investment Key Qualification and Expertise: ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate |

  34. 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 72 Board Committees: ● Risk Key Qualification and Expertise: ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate |

  35. Nominees, Continuing Directors, and Executive Officers

    | | 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 74 Board Committees: ● Investment (Chair) ● Audit ● Risk Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate |

  36. 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 77 Board Committees: ● Nomination and Governance (Vice Chair) ● Compensation Key Qualification and Expertise: ● Leadership ● Business Operations ● Finance ● Risk Management |

  37. 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 72 Board Committees: ● Compensation (Chair) ● Nomination and Governance Key Qualification and Expertise: ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate |

  38. Nominees, Continuing Directors, and Executive Officers

    | Continuing Directors (Class I) | | | | | 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 76 Board Committees: ● Risk (Chair) ● Audit ● Nomination and Governance Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management ● Financial Expert |

  39. Nominees, Continuing Directors, and Executive Officers

    | | 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 (since December 2020) and an audit committee member (since June 2021) for Sabra Health Care REIT, a fund serving the healthcare industry, and 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 has been a director of Bancorp and Cathay Bank since 2024. 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 Director since 2024 | Age 49 Board Committees: ● Risk (Vice Chair) ● Audit Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate ● Financial Expert |

  40. 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 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 71 Board Committees: ● None Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate |

  41. 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 76 Board Committees: ● Investment ● Risk Key Qualification and Expertise: ● Technology / Systems ● Leadership ● Business Operations ● Finance ● Risk Management ● Real Estate |

  42. Nominees, Continuing Directors, and Executive Officers

    Other Named Executive Officers

  43. Nominees, Continuing Directors, and Executive Officers

    | Heng W. Chen | Kim R. Bingham | | Chief Financial Officer | Age 72 | Former Chief Risk Officer | Age 68 | | 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. from 2003 to 2023. 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. | Kim R. Bingham was the Executive Vice President and Chief Risk Officer of Cathay Bank from 2014 to January 21, 2025. After his retirement as Chief Risk Officer, for a transition period, he served as Special Advisor to the Office of the President until March 31, 2025. Mr. Bingham joined Cathay Bank in 2004 as Executive Vice President and Chief Credit Officer and served in that capacity until 2014 when he was appointed as Chief Risk Officer. 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. | | Albert Sun | | | Chief Credit Officer | Age 70 | | | Albert Sun is Executive Vice President and the Chief Credit Officer of Cathay Bank. Mr. Sun joined Cathay Bank as the Executive Vice President, Special Advisor to the Office of the President in September 2023 prior to his appointment as the Chief Credit Officer in January 2024. | | | Prior to joining Cathay Bank, he held the position of Chief Credit Officer at Piermont Bank from 2022 to 2023, Grasshopper Bank from 2017 to 2021, and at East West Bank from 2015 to 2017. Mr. Sun has more than 40 years of banking experience and provides leadership and serves instrumental roles in the Credit Administration function at Cathay Bank. | |

  44. Nominees, Continuing Directors, and Executive Officers

    BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  45. Nominees, Continuing Directors, and Executive Officers

    | 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. Meetings The Board generally holds regular meetings every other month. Special meetings are called when necessary. During 2024, the Board held seven meetings. In 2024, each director attended more than 75% of the aggregate of (i) the total number of meetings of the Board held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of the Board on which he or she served during the periods that he or she served. It is our policy to invite and encourage all members of the Board to attend Bancorp’s annual meeting of stockholders. All of our current directors attended the 2024 annual meeting of stockholders. Board Leadership Dunson K. Cheng leads the Board in his role as the Executive Chairman of the Board. The Chairman of the Board sets the agendas, presides at Board meetings, and generally takes the lead role in the boardroom. In the absence of the Chairman of the Board, a Vice Chairman presides at Board meetings. Any director may suggest the inclusion of items on the agenda and raise at any Board meeting subjects that are not specifically on the agenda for that meeting. The Chairman of the Board can be designated by the Board as the Chief Executive Officer or the Executive Chairman. The Board does not require the separation of the offices of the Chairman of the Board and the Chief Executive Officer. The Board recognizes that no single leadership model is right for all companies at all times. The Board believes it is important to maintain flexibility in its Board leadership structure depending on the needs of Bancorp. The Board believes that separating the roles of the Chief Executive Officer and Chairman of the Board is the most appropriate structure for Bancorp at this time. The Board believes that this structure provides clarity of leadership following the appointment of Mr. Liu as Chief Executive Officer of Bancorp on October 1, 2020, and that Mr. Cheng is uniquely qualified through his experience and expertise to continue leading Bancorp in his capacity as the Executive Chairman. Moreover, the Board recognizes that managing the Board can be a separate and time-intensive responsibility. By separation of the roles of Chief Executive Officer and Chairman of the Board, it allows Mr. Liu to devote his full attention to the supervision, management and control of the business and affairs of Bancorp and Cathay Bank, without the additional responsibilities of Chairman of the Board. The Board also believes that having a separate Chairman of the Board allows Bancorp to continue to benefit from Mr. Cheng’s vast organizational, business and | industry experience and expertise in his role as Executive Chairman and from the business synergies and mentoring opportunities. In accordance with our Corporate Governance Guidelines, if the Chairman of the Board is an employee, or not independent, an independent director shall be elected by the independent directors to serve as the Lead Independent Director. The Lead Independent Director is elected by the majority of independent directors on an annual basis at the first executive session after the annual stockholders’ meeting, and is charged with the following responsibilities: • Presiding at meetings of the independent directors in executive session; • Facilitating communications between other members of the Board and the Chairman of the Board and/or the Chief Executive Officer; and • Consulting with the Chairman of the Board and/or the Chief Executive Officer on matters relating to corporate governance and Board performance. Currently, Nelson Chung serves as the Lead Independent Director. The Board also accomplishes much of its governance and oversight role through its Audit, Compensation, Nomination and Governance, and Risk Committees that, with the exception of the Risk Committee, are made up entirely of independent directors. The chairs of these committees take the lead in matters that come within their purview. In addition, the independent directors meet at least quarterly in executive session. Finally, the Chairman of the Board serves at the pleasure of the Board, and the independent members of the Board (constituting a majority of the directors) can call special meetings if the need arises. The Board believes that Bancorp’s approach to risk oversight helps to ensure that the Board can choose different leadership structures as appropriate without experiencing a material impact on its oversight or risk. Risk Management Oversight The Board is responsible for the oversight of risk management, and it looks to Bancorp’s and its subsidiary Cathay Bank’s management to develop and implement policies, processes, and procedures to appropriately identify, manage, and control risk exposure. The Board’s function is, among other things, to review these policies, processes, and procedures and determine whether they are aligned and integrated with the Board’s corporate strategy and risk tolerance, functioning appropriately, and adequately fostering a culture of risk-adjusted decision making within the organization. In its oversight role, the Board relies to a large extent on its committee structure. Each of the committees considers the management of risk within the particular area of its responsibility. For example, the Compensation Committee has responsibility for monitoring the performance, and regularly reviewing the design and function of our incentive compensation plans and arrangements and seeks to ensure that they do not encourage executive officers to take unnecessary and excessive risks that threaten our value and do not encourage the manipulation of |

  46. Nominees, Continuing Directors, and Executive Officers

    | reported earnings to enhance the compensation of any employee. Separately, the Audit Committee oversees activities performed by the audit and loan review functions of Bancorp. The Chief Audit Executive of Cathay Bank reports on audit matters directly to Cathay Bank’s Audit Committee, which also evaluates the performance of the Chief Audit Executive. The Board has delegated the general responsibility for overall risk management oversight to the Risk Committee. The Risk Committee meets periodically with the Chief Risk Officer. Risk management oversight is also provided through an internal committee of Cathay Bank, which is chaired by Cathay Bank’s Executive Vice President and Chief Risk Officer. This group meets at least quarterly and is responsible for evaluating relevant risk information, implementing appropriate strategies to address risks, and reporting the results to executive management, the Risk and Compliance Committee of the Cathay Bank Board of Directors, the Risk Committee, and the Board. The Board receives regular reports from its committees, including the Risk Committee, regarding their deliberations and actions, as well as a quarterly report from the Chief Risk Officer of Cathay Bank, and regularly discusses and evaluates the risks we are facing, and the effectiveness of actions being taken to monitor and control exposure from such risks. In addition, the independent directors meet at least annually in executive session with Cathay Bank’s Chief Risk Officer, Cathay Bank’s Chief Audit Executive, and representatives of Bancorp’s independent registered public accounting firm. Director Independence Our Corporate Governance Guidelines provide that the Board shall be comprised of a majority of directors who, in the opinion of the Board, qualify as “independent directors” pursuant to the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). An “independent director” for purposes of the Guidelines means a person other than: (i) an executive officer or employee of Bancorp or its subsidiaries, or (ii) any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board considered relationships, transactions, and/or arrangements with each of its directors, including those disclosed below under “Transactions with Related Persons, Promoters and Certain Control Persons,” and determined that the following ten of its current 14 members are “independent” as defined in the Nasdaq Stock Market Rules: Kelly L. Chan (who will not stand for reelection this year), Nelson Chung, Felix S. Fernandez, Maan-Huei Hung, Jane Jelenko, Joseph C.H. Poon (who will not stand for reelection this year), Richard Sun, Shally Wang, Ann Yee Kono and Elizabeth Woo. In addition, the Board has determined that: • All directors who serve on the Audit, Compensation, and Nomination and Governance Committees are independent under applicable Nasdaq listing standards and SEC rules; and • All members of the Audit and Compensation Committees meet the additional independence requirement that they do not directly or indirectly receive any consulting, advisory or compensatory fees from Bancorp or Cathay Bank other than their compensation as directors. | As illustrated below, following this 2025 annual meeting, assuming all four nominated directors are elected, Cathay’s Board is expected to consist of 12 directors, of which eight will be considered “independent” as defined in the Nasdaq Stock Market Rules. The independent directors meet in executive session without the presence of any members of Bancorp’s management on a regularly scheduled basis, but not less than four times a year. In 2024, the independent directors met in executive sessions six times. Board Diversity The Board values diversity among its members. A board comprised of members from a diverse professional and personal background brings distinct viewpoints and perspectives that can effectively represent the long-term interest of our stockholders. Below are some of the key experiences, qualifications, skills, and attributes possessed by our Board of Directors. Technology / Systems experience is relevant to the Company as it looks for ways to enhance client experience and internal operations. Leadership experience in holding significant leadership roles over an extended period of time provides the Company with unique insights. Business Operations experience gives directors a practical understanding of development, implementation, and assessment of the Company’s operating plan and business strategies. Finance includes financial expertise and literacy that is important as it assists the directors in understanding and overseeing the Company’s financial reporting and internal controls. Risk Management experience is critical to the Board’s role in overseeing the risks facing the Company. Real Estate experience is crucial in understanding and reviewing the Company’s business and strategies in lending and investments. |

  47. Nominees, Continuing Directors, and Executive Officers

    As illustrated below, following this 2025 annual meeting, assuming all four nominated directors are elected, Cathay’s Board is expected to consist of 12 directors with the following skills mix. Talent recruitment and inclusion are the cultural hallmarks of the Company. We believe that directors with complementary qualifications, expertise, and attributes bring multiplicity perspectives that reflect on strong Board practices contributing to the overall oversight responsibility. Following this 2025 annual meeting, assuming all four nominated directors are elected, the Cathay Board is expected to consist of 12 directors, of which 10 members are of minority descent and more than one-third of the Board seats will be held by women. The following matrix summarizes some of the key experience, qualifications, skills, and attributes possessed by our Board. This matrix is intended to provide a summary of our director and director nominee’s qualification. For a complete description of each director and director nominee’s background, please refer to their biographies above.

  48. Nominees, Continuing Directors, and Executive Officers

    | | D. Cheng | C. Liu | S. Wang | E. Woo | K. Chan */ | J. Poon */ | N. Chung | F. Fernandez | M. Hung | R. Sun | J. Jelenko | A. Kono | A. Tang | P. Wu | | Skills and Experience | | | | | | | | | | | | | | | | Technology / Systems | ● | ● | ● | ● | | | | ● | | | ● | ● | ● | ● | | Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Business Operations | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Finance | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Risk Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Real Estate | ● | ● | | | | ● | ● | ● | | ● | | ● | ● | ● |

  49. Nominees, Continuing Directors, and Executive Officers

    | */ | Directors who will not stand for reelection and will end their term as a Class II director at this 2025 annual meeting. |

  50. Board Committee Structure

    | 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 | 102,250 | 84,999 | — | — | — | — | 187,249 | | Nelson Chung | 104,250 | 84,999 | — | — | — | — | 189,249 | | Felix S. Fernandez | 134,750 | 84,999 | — | — | — | — | 219,749 | | Maan-Huei Hung | 70,750 | 84,999 | — | — | — | — | 155,749 | | Jane Jelenko | 100,250 | 84,999 | — | — | — | — | 185,249 | | Ann Yee Kono 2/ | 49,863 | — | — | — | — | — | 49,863 | | Joseph C.H. Poon | 86,000 | 84,999 | — | — | — | — | 170,999 | | Richard Sun | 125,000 | 84,999 | — | — | — | — | 209,999 | | Anthony M. Tang | 292,000 3/ | 84,999 | — | — | — | 9,000 | 385,999 | | Shally Wang | 65,500 | 84,999 | — | — | — | — | 150,499 | | Elizabeth Woo 2/ | 46,163 | — | — | — | — | — | 46,163 | | Peter Wu | 306,000 4/ | 84,999 | — | — | — | 10,000 | 400,999 |

  51. Named Executive Officers (“NEOs”)

    Named Executive Officers (“NEOs”) For 2024, the Named Executive Officers of the Company were:

  52. Named Executive Officers (“NEOs”)

    | Named Executive Officers | Title | | Chang M. Liu | President and Chief Executive Officer of Bancorp and Cathay Bank | | Heng W. Chen | Executive Vice President and Chief Financial Officer of Bancorp and Cathay Bank | | Dunson K. Cheng | Executive Chairman of Bancorp and Cathay Bank | | Kim R. Bingham | Executive Vice President and Chief Risk Officer of Cathay Bank */ | | Albert Sun | Executive Vice President and Chief Credit Officer of Cathay Bank |

  53. Named Executive Officers (“NEOs”)

    | */ | Mr. Bingham retired as Executive Vice President and Chief Risk Officer on January 21, 2025, and departed from Cathay Bank effective April 1, 2025. |

  54. Components of Our Executive Compensation Program and Executive Compensation Highlights for 2024

    | Components | Structure | 2024 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 modest performance across the business, the Compensation Committee approved base salary increases of 3% for Messrs. Liu, Chen, and Bingham. › The above base salary percentage excludes base salary of our Executive Chairman of the Board, Mr. Cheng, which was decreased by 14%, and Mr. Sun, 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 2025 based on 2024 performance. Reflecting the fact that the Company’s EPS and ROA performance did not achieve target levels, bonuses were awarded between 77% and 89% 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: 50% will be earned based on EPS over a three-year performance period beginning January 1, 2024, 25% will be earned based on Bancorp’s total shareholder return (“TSR”) compared to comparable banks over that period and the remaining 25% will be earned based on Bancorp’s return on assets compared to comparable banks over that performance period. › As described below, LTI awards were given to the Named Executive Officers on June 28, 2024. |

  55. Components of Our Executive Compensation Program and Executive Compensation Highlights for 2024

    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 2024 and the rationale are set forth below under “Compensation Decisions for Named Executive Officers.” Pay Mix In 2024, 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 2024, including the grant date fair value of annual long-term incentive awards (i.e. Performance RSU).

  56. Components of Our Executive Compensation Program and Executive Compensation Highlights for 2024

    | | | | 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. |

  57. Components of Our Executive Compensation Program and Executive Compensation Highlights for 2024

    | 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. 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 2024, 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. |

  58. Components of Our Executive Compensation Program and Executive Compensation Highlights for 2024

    | ● Pinnacle Financial Partners, Inc. | | | target, and (2) achievement of individual/departmental | | | | | ● Prosperity Bancshares, Inc. | | | goals, as set forth in the following chart: | | | | | ● Valley National Bancorp | | | | | | Individual / | | ● Western Alliance Bancorporation | | | | | | Departmental | | | | | | EPS | ROA | Goal | | FWC again reviewed Bancorp’s peer group in the fall of 2024. The only | | | Name | Percentage | Percentage | Percentage | | recommendations were to add WSFS Financial Corporation and remove | | | Chang M. Liu | 56% | 24% | 20% | | PacWest Bancorp after its acquisition by Banc of California, which | | | Heng W. Chen | 49% | 21% | 30% | | maintained the number of peers at 18. The Compensation Committee | | | Dunson K. Cheng | 56% | 24% | 20% | | accepted FWC’s recommendations. | | | Kim R. Bingham | 35% | 15% | 50% | | | | | Albert Sun | 35% | 15% | 50% | | Compensation Decisions for | | | | | | | | Named Executive Officers | | | ● For each metric, the bonus structure provides for a range | | | | | | | | of payouts based upon achievement against the goal, as | | | | | During 2024, the Compensation Committee held seven meetings to | | | set forth in the following chart (the minimum and maximum | | | | | discuss, review, and/or deliberate about our compensation program and the | | | payouts with respect to EPS and ROA are based on | | | | | appropriate levels of compensation for the executive officers. As discussed | | | performance 25% below and 25% above target): | | | | | in this CD&A and elsewhere in this proxy statement, the Compensation | | | | | | | | Committee, consistent with its charter and the objectives of our | | | | | | Performance | | compensation program, reviewed and considered relevant information | | | | | | Rating with | | available to it in making its compensation decisions. | | | | | | Respect to | | | | | | | | Individual / | | Base Salaries. On February 22, 2024, the Compensation Committee met | | | | EPS | ROA | Departmental | | to consider adjustments to the base salaries for each of our Named | | | | Goal | Percentage | Goal | | Executive Officers, effective April 1, 2024. The resulting salary increases | | | Payout of 50% of | $3.3375 | 1.0125% | 2.5 | | were 3% for Messrs. Liu, Chen and Bingham. Mr. Sun’s salary was not | | | Target | | | | | adjusted due to having recently joined Cathay Bank in the fall of 2023. Mr. | | | Target Payout of | $4.45 | 1.35% | 3.25 | | Cheng’s salary was decreased by approximately 14%, reflecting a | | | 100% | | | | | decrease in his responsibilities and time commitment in light of Mr. Liu’s | | | Maximum Payout of | $5.5625 | 1.6875% | 4.75 | | continued experience and successful performance as the CEO. The annual | | | 150% | or greater | or greater | or greater | | base salaries for the Named Executive Officers before adjustment and after | | | | | | | | adjustment are as follows: | | | With respect to the EPS and ROA goals, there was no bonus | | | | | | | | payout for performance below the 50% payout level. With | | | | | | Annual Base Salary | Annual Base Salary | respect to the individual/departmental goals component, there | | | | | | Before Adjustment | After Adjustment | is a 25% payout for a rating of 2 or greater but below 2.5 and | | | | | Name | ($) | ($) | there is no payout below a 2.0 rating. With respect to the EPS | | | | | Chang M. Liu | 920,000 | 951,000 | and ROA goals, payout occurs on an interpolated basis for | | | | | Heng W. Chen | 553,000 | 571,000 | performance between threshold and target and between target | | | | | Dunson K. Cheng | 700,000 | 600,000 | and maximum. With respect to the performance rating | | | | | Kim R. Bingham | 414,000 | 426,000 | component, the payout percentage advances in steps, i.e. a | | | | | Albert Sun | 375,000 | 375,000 | 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 | | | | | In making its determination of merit increases, the | | | 110% payout, etc. | | | | | Compensation Committee took into consideration the | | | | | | | | executive compensation reports prepared by FWC, the peer | | | By way of illustration, if an executive’s base salary were | | | | | analysis, the personal ratings and performance for each of the | | | $100,000, the target bonus was 80%, the EPS, ROA, and | | | | | executive officers. | | | individual/departmental percentages were 50%, 20%, and 30% | | | | | | | | respectively, and the percentages of achievement were 90%, | | | | | Bonuses. The bonus structure for 2024 was generally based on the bonus structure adopted in 2017. | | | 100%, and 110% respectively, a bonus of $78,400 would have | | | | | | | | been payable, computed as follows: | | | | | The bonus program has the following characteristics: | | | | | | | | | | | | | | Individual / | | ● A target bonus percentage was set as a percentage of | | | | | | Departmental | | base salary for each executive. The target bonus | | | | EPS | ROA | Goal | | percentages were: Mr. Liu—100%; Mr. Chen—75%; Mr. | | | Amount of Target Bonus | $40,000 | $16,000 | $24,000 | | Cheng—100%; Mr. Bingham—70%; and Mr. Sun—70%. | | | Payout Percentage | 90% | 100% | 110% | | | | | Payout | $36,000 | $16,000 | $26,400 | | ● The target bonus was based upon the achievement of (1) | | | Total Payout | $78,400 | | | | financial targets consisting of an EPS target and ROA | | | | | | | | | | | With respect to 2024, the EPS and ROA goals were achieved at $3.95 and 1.22%, both of which were below the target levels of $4.45 and 1.35%, resulting in payout percentages of 77.53% for the portion of each NEO’s bonus based on EPS and 80.74% for the portion based on ROA. All NEOs received performance ratings between 3.14 and 3.88, resulting in a payout percentage of 75% to 120% for that portion of the bonus based on departmental/individual performance | | | |

  59. Components of Our Executive Compensation Program and Executive Compensation Highlights for 2024

    | (120% for Mr. Liu, 100% for Messrs. Chen, Cheng, and Sun, and | | developing and implementing a risk framework that ties risks | | 75% for Mr. Bingham). | | and KRIs associated to each business strategy and initiative | | | | associated with the business plan; assuming a larger oversight | | Based on the methodology described above, the following | | and management role over the operations of FCIU; staff | | bonus amounts were determined to be awarded to the | | enterprise risk management so as to fully remediate any | | Named Executive Officers: | | identified regulatory deficiencies and audit recommendations; | | | | and develop direct reports’ potential for next leadership role. | | | Amount of | | | | Total Bonus | Albert Sun | | Name | ($) | | | Chang M. Liu | 825,400 | Mr. Sun’s individual/departmental goals included goals with | | Heng W. Chen | 363,800 | respect to adversely graded asset ratios; nonperforming loan | | Dunson K. Cheng | 496,800 | ratios; credit administration turnaround; operating expenses; | | Kim R. Bingham | 228,900 | assessing current department functions and need to | | Albert Sun | 234,300 | reorganize; and actions in connection with any regulatory | | | | recommendations. | | Set forth below are the performance goals that were evaluated | | | | with respect to the NEOs in determining the performance | | Equity Incentives | | achievement percentages. | | | | | | Structure of Equity Incentives | | Chang M. Liu | | | | | | The Compensation Committee has determined to award long- | | Mr. Liu’s individual/departmental goals included driving the | | term incentive awards to the Named Executive Officers in the | | Bank’s business units and operations toward achieving the | | form of performance-based RSUs, using performance metrics | | Bank’s business plan; managing the Bank’s lending, branch, | | that the Compensation Committee believes results in a strong | | and operations units to focus on driving the Bank’s | | alignment of investor and executive interests. Each executive | | performance toward its strategic plan; driving down the Bank’s | | is granted a target number of RSUs for each award type that is | | cost of funds/deposits; focusing on consistent and quality loan | | based on an approved dollar value, which would then be | | growth with a higher growth rate for commercial and industrial | | converted to an amount of RSUs, based on accounting values, | | loans and modest growth rate for commercial real estate and | | which in the case of the TSR-based RSUs, uses the Monte- | | residential mortgages; using automation/process to gain | | Carlo valuation model. In developing the program, the | | efficiency for multiple departments throughout the bank; | | Compensation Committee considered the tax and accounting | | improving and increasing employee and client engagement; | | treatment of performance share units compared to other forms | | representing the company professionally within the banking | | of equity awards, the vesting provisions in the event of death, | | industry and general public, and updating and reviewing | | disability or retirement or a change in control, and the range | | succession planning with the Human Resources Department | | and scope of clawbacks. | | and continuing to hire high caliber employees capable of | | | | successor roles to various management positions. | | If target performance is achieved, each RSU generally | | | | represents the right to receive one share of our common stock | | Heng W. Chen | | at the end of the performance period, subject to adjustment. | | | | Performance above the target generally results in payment of | | Mr. Chen’s individual/departmental goals included managing | | additional shares and performance below the target generally | | the Company’s liquidity; efforts with respect to managing the | | results in payment of fewer or no shares. The performance | | Current Expected Credit Losses (CECL) accounting standard | | period for the RSU awards is three years. The metrics for the | | model, reducing the Company’s effective tax rate through | | awards consisted of (1) an absolute EPS metric, (2) a TSR | | investments, managing capital through acquisitions, dividends, | | metric based on stock price growth plus dividends, relative to | | and stock buybacks; maintaining an active investor relations | | the companies in the KBW Regional Bank Index over the | | program; complying with applicable financial and regulatory | | performance period, and (3) an ROA metric based on ROA | | reporting requirements; supervising the treasury function; | | relative to the companies in the KBW Regional Bank Index | | develop existing employees as part of its long-term succession | | over the performance period. The Compensation Committee | | planning; and actions in connection with any internal audit or | | chose these metrics because it concluded that successful | | regulatory recommendations. | | performance against these metrics would align well with | | | | increases in long-term stockholder value. The value of the | | Dunson K. Cheng | | awards is split approximately 50/25/25 among these three | | | | metrics with the EPS metric being 50%. | | Mr. Cheng’s individual/departmental goals included | | | | management of the Bank’s credit culture, overseas | | The number of target RSUs will be increased to the extent that | | development, CEO mentoring, and digital transformation. | | dividends are paid on our common stock, as if reinvested on | | | | the ex-dividend date in additional shares. If a “change in | | Kim R. Bingham | | control,” as defined in the award agreement, occurs before the | | | | end of the performance period, a number of the target RSUs | | Mr. Bingham’s individual/departmental goals included | | based on EPS or TSR or ROA may be earned depending on | | addressing any regulatory recommendations relating to | | the timing of change in control and whether the RSUs are | | departments reporting to him within prescribed timeframes; | | assumed by a public company. All the RSUs earned will be | | | | fully vested, and distribution of shares will commence generally |

  60. Components of Our Executive Compensation Program and Executive Compensation Highlights for 2024

    | within 90 days following the end of the performance period, | | | | the award date and the ending stock price will be the average | | provided the Named Executive Officer remains continuously | | | | stock price over the 20 trading days ending on the last day of | | employed through the performance period. Special provisions | | | | the performance period. If our TSR over the performance | | will apply if a Named Executive Officer dies, incurs a “total and | | | | period is below the 30th percentile when ranked against each of | | permanent disability” or terminates employment on account | | | | the peer companies, no RSUs will be earned. If the ranking is | | of “retirement” as these terms are defined in the award | | | | equal to the 30th percentile, 50% of the target RSUs will be | | agreement. Provision is made for cancellation of RSU awards | | | | earned. To the extent that our TSR is ranked above the 30th | | or repayment under certain circumstances. | | | | percentile, the number of earned target RSUs will be scaled up | | | | | | to 150% of the target restricted stock units for performance at | | RSUs Awarded in June 2024 | | | | or above the 70th percentile, so that 100% of the target RSUs | | | | | | will be earned for performance at the 50th percentile. | | The Compensation Committee granted RSUs to all NEOs on | | | | | | June 28, 2024. The grant values were as follows: | | | | For the awards based on ROA, the number of earned RSUs | | | | | | will be determined by comparing our ROA for the three-year | | | June 2024 | | | performance period ending December 31, 2026, with the ROA | | Name | LTI Grant | | | of each of the companies in the KBW Regional Bank Index | | Chang M. Liu | $1.902 million | | | over the same period. For this purpose, ROA will consist of the | | Heng W. Chen | $0.610 million | | | average ROA over the three years. If our ROA over the | | Dunson K. Cheng | $1.368 million | | | performance period is below the 30th percentile when ranked | | Kim R. Bingham | $0.377 million | | | against each of the peer companies, no RSUs will be earned. If | | Albert Sun | $0.332 million | | | the ranking is equal to the 30th percentile, 50% of the target | | | | | | RSUs will be earned. To the extent that our ROA is ranked | | Reflecting the 50/25/25 split in value, these NEOs received the | | | | above the 30th percentile, the number of earned target RSUs | | following 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 | | | EPS | TSR | ROA | RSUs will be earned for performance at the 50th percentile. | | Name | RSUs | RSUs | RSUs | | | Chang M. Liu | 25,212 | 12,506 | 12,606 | Payout of 2022 Long-Term Equity Incentives | | Heng W. Chen | 8,085 | 4,011 | 4,042 | | | Dunson K. Cheng | 18,133 | 8,995 | 9,066 | The performance period for the long-term equity incentives | | Kim R. Bingham | 4,997 | 2,478 | 2,498 | awarded in May 2022 ended December 31, 2024. With respect | | Albert Sun | 4,400 | 2,183 | 2,200 | to the awards based on EPS, the payout percentage was | | | | | | 72.938%. With respect to the awards based on TSR, the | | In considering the award of performance-based RSUs, the | | | | Company’s ranking among 46 companies was 19th, resulting in | | Compensation Committee reviewed materials prepared by | | | | a percentile ranking at the 60th percentile, and the payout | | FWC, including an analysis of the base salaries, target bonus | | | | percentage was 125%. With respect to the awards based on | | opportunities, long-term incentives, and total compensation of | | | | ROA, the Company’s ranking among 46 companies was 6th, | | our NEOs, compared with proxy statement data for our Peer | | | | resulting in a percentile ranking at the 89th percentile, and the | | Group and survey data covering the banking industry. | | | | payout percentage was 150%. | | The Compensation Committee discussed an analysis of EPS | | | | Risk Assessment | | for the three-year performance period and used a projected | | | | | | cumulative EPS for that period to establish a target EPS for the | | | | In June 2010, the federal regulatory agencies, including the | | three-year performance period ending December 31, 2026. | | | | Federal Reserve Board, the Office of the Comptroller of the | | | | | | Currency and the Federal Deposit Insurance Corporation, | | The target EPS, in the opinion of the Compensation | | | | jointly issued the “Guidance on Sound Incentive Compensation | | Committee, reflects reasonable earnings growth over the | | | | Policies,” which is based on the following three principles that | | performance period and will not involve excessive risk to | | | | are to be incorporated in incentive compensation practices: | | achieve. If the actual cumulative EPS for the three-year period | | | | | | equals the target, 100% of the RSUs will be earned and will be | | | | • incentive compensation arrangements should balance risk | | scaled up to 150% of the units if the actual cumulative EPS is | | | | and financial results in a manner that does not encourage | | up to 15% or more than the target. If the actual cumulative | | | | employees to expose their organizations to imprudent risks; | | EPS is less than 100%, but not more than 15% below the | | | | | | target, the number of units earned will be scaled down to 50%. | | | | • a banking organization’s risk-management processes and | | If the actual cumulative EPS is more than 15% below the | | | | internal controls should reinforce and support the | | target, none of the RSUs will be earned. | | | | development and maintenance of balanced incentive | | | | | | compensation arrangements; and | | For the awards based on TSR, the number of earned RSUs | | | | | | will be determined by comparing our TSR from the award date | | | | • banking organizations should have strong and effective | | to the end of the three-year performance period ending | | | | corporate governance to help ensure sound compensation | | December 31, 2026, with the TSR of each of the companies in | | | | practices. | | the KBW Regional Bank Index over the performance period. | | | | | | For purposes of computing TSR, the beginning stock price will | | | | In February 2014, the Board adopted an Incentive | | be the average stock price over the 20 trading days ending on | | | | Compensation Policy to assist the Compensation Committee in | | | | | | complying with the Guidance and adopted procedures for | | | | | | management to implement the policy. |

  61. Components of Our Executive Compensation Program and Executive Compensation Highlights for 2024

    | Our Compensation Committee meets on an annual basis with our Chief Financial Officer, our senior risk officers, namely the Chief Risk Officer of Cathay Bank, Director of Human Resources of Cathay Bank, and our General Counsel, to review our compensation plans and evaluate the risks, both long-term and short-term, that we face. We conduct a regular review of the business units to identify and examine risks that may be posed to us and our safety and soundness. As set forth in its charter, the Compensation Committee monitors the performance and regularly reviews the design and function of our incentive compensation plans and arrangements to ensure that they do not encourage our executive officers to take any unnecessary or excessive risks that threaten our value, to identify features that could pose risks to us and limit those features to ensure that we are not unnecessarily exposed to risks, and to eliminate any features that would encourage the manipulation of our reported earnings to enhance the compensation of any employee. Among the matters considered are the balance between base and incentive compensation, between cash and equity compensation, and between service-based and performance-based compensation; whether performance goals are realistic and the maximum payout opportunities are reasonable; and whether awards are subject to a clawback. More specifically, in consultation with the senior risk officers, the Compensation Committee determines whether the amounts of the base salaries, the short-term cash bonuses and the LTI awards, both performance-based and time-based, for our executive officers appropriately balance risk and reward and do not encourage taking unnecessary and excessive risks or encourage manipulation of reported earnings. 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. Unearned performance shares and options do not count towards ownership requirements. 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 agreement 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 2024 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 2024 annual meeting of stockholders, 94.22% 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. Insider Trading Policy We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. Our insider trading policy states, among other things, that our directors, officers, and employees are prohibited from trading in such securities while in possession of material, nonpublic information. The foregoing |

  62. Components of Our Executive Compensation Program and Executive Compensation Highlights for 2024

    | summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy, filed as an exhibit to our Annual Report on Form 10-K. 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. Equity Granting Policy All equity awards to NEOs are discretionary and are approved by the Compensation Committee with a grant date determined at the time of approval. The Company does not currently grant stock options to its employees. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. 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. Compensation Committee Interlocks and Insider Participation Except as disclosed under “Policies and Procedures Regarding Related Party Transactions – Office Lease”, no person who was a member of the Compensation Committee during 2024 had any relationships requiring disclosure. Compensation Committee Report The Compensation Committee has reviewed and discussed with management the foregoing CD&A and based on such review and discussion, has recommended to the Board that the CD&A be included in this proxy statement and incorporated by reference into Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2024. Compensation Committee Richard Sun (Chairman) Maan-Huei Hung Joseph C.H. Poon Shally Wang Elizabeth Woo |

  63. 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:

  64. 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 | 2024 | 943,250 | — | 1,901,973 | — | 825,400 | — | | 17,250 | | 3,687,873 | | | 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 | | Heng W. Chen Executive Vice President and Chief Financial Officer of Bancorp and Cathay Bank | 2024 | 566,500 | — | 609,929 | — | 363,800 | — | | 17,250 | | 1,557,479 | | | 2023 | 548,250 | — | 589,937 | — | 366,500 | — | | 16,500 | | 1,521,187 | | | 2022 | 529,599 | — | 568,905 | — | 501,100 | — | | 15,250 | | 1,614,854 | | Dunson K. Cheng Executive Chairman of Bancorp and Cathay Bank | 2024 | 625,000 | — | 1,367,936 | — | 496,800 | 43,041 | 4/ | 32,233 | 5/ | 2,565,010 | | | 2023 | 700,000 | — | 1,589,977 | — | 582,900 | 40,844 | | 31,756 | | 2,945,477 | | | 2022 | 730,523 | — | 1,589,900 | — | 891,000 | 38,774 | | 29,796 | | 3,279,993 | | Kim R. Bingham */ Executive Vice President and Chief Risk Officer of Cathay Bank | 2024 | 423,000 | — | 376,925 | — | 228,900 | — | | 17,031 | | 1,045,856 | | | 2023 | 410,500 | — | 363,971 | — | 223,300 | — | | 16,500 | | 1,014,271 | | | 2022 | 396,446 | — | 351,934 | — | 324,300 | — | | 15,179 | | 1,087,859 | | Albert Sun Executive Vice President and Chief Credit Officer of Cathay Bank | 2024 | 375,000 | — | 331,950 | — | 234,300 | — | | 2,885 | | 944,135 |

  65. Summary Compensation Table

    | */ | Kim R. Bingham retired as Executive Vice President and Chief Risk Officer of Cathay Bank on January 21, 2025 and departed from Cathay Bank effective April 1, 2025. |

  66. Summary Compensation Table

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

  67. 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. |

  68. 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. |

  69. 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. |

  70. Summary Compensation Table

    | 5/ | This amount consists of $17,250 in employer contributions under the 401(k) Profit Sharing Plan, $2,384 in automobile-related benefits, and $12,599 in club memberships. |

  71. 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 2024.

  72. 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 | 06/28/2024 | — | — | — | 6,253 | 12,506 | 18,759 | — | 475,478 | | | 06/28/2024 | — | — | — | 6,303 | 12,606 | 18,909 | — | 475,498 | | | 06/28/2024 | — | — | — | 12,606 | 25,212 | 37,818 | — | 950,997 | | | — | 475,500 | 951,000 | 1,426,500 | — | — | — | — | — | | Heng W. Chen | 06/28/2024 | — | — | — | 2,006 | 4,011 | 6,014 | — | 152,498 | | | 06/28/2024 | — | — | — | 2,021 | 4,042 | 6,063 | — | 152,464 | | | 06/28/2024 | — | — | — | 4,043 | 8,085 | 12,128 | — | 304,966 | | | — | 214,125 | 428,250 | 642,375 | — | — | — | — | — | | Dunson K. Cheng | 06/28/2024 | — | — | — | 4,498 | 8,995 | 13,493 | — | 341,990 | | | 06/28/2024 | — | — | — | 4,533 | 9,066 | 13,599 | — | 341,970 | | | 06/28/2024 | — | — | — | 9,067 | 18,133 | 27,200 | — | 683,977 | | | — | 300,000 | 600,000 | 900,000 | — | — | — | — | — | | Kim R. Bingham | 06/28/2024 | — | — | — | 1,239 | 2,478 | 3,717 | — | 94,214 | | | 06/28/2024 | — | — | — | 1,249 | 2,498 | 3,747 | — | 94,225 | | | 06/28/2024 | — | — | — | 2,499 | 4,997 | 7,496 | — | 188,487 | | | — | 149,100 | 298,200 | 447,300 | — | — | — | — | — | | Albert Sun | 06/28/2024 | — | — | — | 1,092 | 2,183 | 3,275 | — | 82,998 | | | 06/28/2024 | — | — | — | 1,100 | 2,200 | 3,300 | — | 82,984 | | | 06/28/2024 | — | — | — | 2,200 | 4,400 | 6,600 | — | 165,968 | | | — | 131,250 | 262,500 | 393,750 | — | — | — | — | — |

  73. 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 2024 are shown in the “Non-equity incentive plan compensation” column of the “Summary Compensation Table” above. |

  74. 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. |

  75. 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. For the awards based on TSR, the fair value is computed pursuant to a Monte Carlo simulation method. |

  76. 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, 2024, 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.

  77. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | | | Equity incentive plan awards: | Equity incentive plan awards: | | | Number of | Market value of | number of | market or payout value or | | | shares or units of | shares or units of | unearned shares, units or | unearned shares, units or | | | stock that | stock that | other rights that | other rights that | | Name | have not vested | have not vested | have not vested | have not vested | | | (#) | ($) | (#) | ($) */ | | Chang M. Liu | — | — | 11,277 1/ | 536,898 1/ | | | — | — | 11,587 1/ | 551,657 1/ | | | — | — | 23,175 1/ | 1,103,362 1/ | | | — | — | 12,187 2/ | 580,223 2/ | | | — | — | 12,759 2/ | 607,456 2/ | | | — | — | 25,519 2/ | 1,214,960 2/ | | | — | — | 12,927 3/ | 615,454 3/ | | | — | — | 13,030 3/ | 620,358 3/ | | | — | — | 26,061 3/ | 1,240,764 3/ | | Heng W. Chen | — | — | 3,803 1/ | 181,061 1/ | | | — | — | 3,907 1/ | 186,012 1/ | | | — | — | 7,815 1/ | 372,072 1/ | | | — | — | 3,903 2/ | 185,822 2/ | | | — | — | 4,086 2/ | 194,534 2/ | | | — | — | 8,173 2/ | 389,117 2/ | | | — | — | 4,146 3/ | 197,391 3/ | | | — | — | 4,178 3/ | 198,915 3/ | | | — | — | 8,357 3/ | 397,877 3/ | | Dunson K. Cheng | — | — | 10,628 1/ | 505,999 1/ | | | — | — | 10,920 1/ | 519,901 1/ | | | — | — | 21,842 1/ | 1,039,898 1/ | | | — | — | 10,520 2/ | 500,857 2/ | | | — | — | 11,014 2/ | 524,377 2/ | | | — | — | 22,028 2/ | 1,048,753 2/ | | | — | — | 9,298 3/ | 442,678 3/ | | | — | — | 9,371 3/ | 446,153 3/ | | | — | — | 18,744 3/ | 892,402 3/ | | Kim R. Bingham | — | — | 2,352 1/ | 111,979 1/ | | | — | — | 2,417 1/ | 115,073 1/ | | | — | — | 4,835 1/ | 230,194 1/ | | | — | — | 2,407 2/ | 114,597 2/ | | | — | — | 2,521 2/ | 120,025 2/ | | | — | — | 5,043 2/ | 240,097 2/ | | | — | — | 2,561 3/ | 121,929 3/ | | | — | — | 2,582 3/ | 122,929 3/ | | | — | — | 5,165 3/ | 245,906 3/ | | Albert Sun | 1,417 4/ | 67,463 4/ | — | — | | | — | — | 2,256 3/ | 107,408 3/ | | | — | — | 2,274 3/ | 108,265 3/ | | | — | — | 4,548 3/ | 216,530 3/ |

  78. 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. |

  79. 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, 2024, subject to continued employment, but may vest to some extent earlier in the event of any retirement after December 31, 2023, death, disability, 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, 2024. |

  80. 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, 2025, subject to continued employment, but may vest to some extent earlier in the event of any retirement after December 31, 2024, death, disability, 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, 2024. |

  81. 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, 2026, subject to continued employment, but may vest to some extent earlier in the event of any retirement after December 31, 2025, death, disability, 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, 2024. |

  82. Outstanding Equity Awards at Fiscal Year-End

    | 4/ | Each RSU represents the contingent right to receive one share of common stock upon vesting. These RSUs are scheduled to vest on September 25, 2026, or earlier in the event of death, disability, retirement, or a change in control. |

  83. Stock Vested

    Stock Vested The table below sets forth information regarding vesting of stock awards for the Named Executive Officers during 2024.

  84. 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 | — | — | 48,736 | $2,086,876 | | Heng W. Chen | — | — | 16,434 | $703,704 | | Dunson K. Cheng | — | — | 45,932 | $1,966,808 | | Kim R. Bingham | — | — | 10,166 | $435,308 | | Albert Sun | — | — | — | — |

  85. 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. |

  86. Stock Vested

    | Pension Benefits Our Named Executive Officers did not receive any benefits during 2024 under any defined contribution plan other than the 401(k) Profit Sharing Plan. We do not have any defined benefit plans. Employment Agreement Chang M. Liu The Company and Cathay Bank entered into an employment agreement, dated as of July 16, 2020, with Mr. Liu in connection with his appointment as President and Chief Executive Officer. The initial term of Mr. Liu’s employment began on October 1, 2020 and continued through September 30, 2023, unless earlier terminated thereunder. Thereafter, his employment agreement automatically renews for subsequent one-year periods, unless a party provides notice of non-renewal to the other party at least 90 days before the end of the then-current term, or unless earlier terminated in accordance with his employment agreement. The current renewal term under his employment agreement runs through September 30, 2025. If, however, a “Change of Control” (as defined in the Change of Control Employment Agreement, dated as of July 16, 2020, entered into by the Company, Cathay Bank and Mr. Liu contemporaneously with his employment agreement (the “Liu Control Agreement”)) occurs during his employment term, his employment agreement will terminate and Mr. Liu’s employment will be governed exclusively by the Liu Control Agreement. During his employment period, Mr. Liu earns a base salary approved by the Compensation Committee and may be eligible to receive an annual bonus at the discretion of our Compensation Committee. Mr. Liu is eligible to participate in all welfare benefit plans (health, dental, life, etc.), vacation, fringe | benefits and perquisites provided to other similarly situated executive officers. All compensation payable under his employment agreement is subject to deductions and clawbacks as may be required by law or regulation. Mr. Liu’s employment agreement includes customary employee and customer non-solicitation, confidentiality and non-disparagement clauses, for the applicable period and subject to the limitations and other applicable provisions set forth therein. The Company may terminate Mr. Liu’s employment with or without “Cause” as defined in his employment agreement. Mr. Liu may terminate his employment with or without “Good Reason” as defined in his employment agreement. If the Company terminates with Cause or Mr. Liu resigns without Good Reason, then Mr. Liu will receive (i) any unpaid base salary through date of termination; (ii) any accrued but unused vacation pay; (iii) rights to elect continuation coverage under the Consolidated Omnibus Budget ‎Reconciliation Act of 1985 (“COBRA”); (iv) payment of any unreimbursed qualified business expenses; and (v) any earned but unpaid bonuses (collectively, the “Accrued Rights”). If the Company terminates without Cause or Mr. Liu resigns for Good Reason, Mr. Liu will be entitled to receive, in addition to the Accrued Rights, a severance payment equivalent to 18 months of Mr. Liu’s base salary at the time of separation, plus the equivalent of 18 months of Company-paid COBRA benefits. All severance is subject to Mr. Liu signing and not revoking the release agreement in substantially the form attached to his employment agreement. As of December 31, 2024, the amount of these benefits would have been $1,426,986. The Company, Cathay Bank and Mr. Liu entered into the Liu Control Agreement contemporaneously with the execution and delivery of his employment agreement. For a description of the |

  87. Stock Vested

    | Liu Control Agreement, please see below under “Potential Payments Upon Termination or Change in Control – Change of Control Employment Agreements.” The preceding description of Mr. Liu’s employment agreement and the Liu Control Agreement is not a complete summary and is qualified in its entirety by reference to his employment agreement and the Liu Control Agreement, copies of which have been filed with the SEC by Bancorp as exhibits to the Current Report on Form 8-K on July 17, 2020. 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 2024. |

  88. Stock Vested

    | 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 | — | — | $128,774 1/ | — | $2,557,874 2/ | | Kim R. Bingham | — | — | — | — | — | | Albert Sun | — | — | — | — | — |

  89. Stock Vested

    | 1/ | Includes $43,041 reported in the “Summary Compensation Table” above as interest that is considered above-market under the regulations of the SEC. |

  90. Stock Vested

    | 2/ | Includes $1,020,719 reported in the “Summary Compensation Table” for previous years. |

  91. Stock Vested

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  92. Stock Vested

    | 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 Change of 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, 2024, 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 could be accelerated upon a change in control of Bancorp even if there was no termination of the Named Executive Officer’s employment. There is no automatic accelerated vesting of equity awards upon a change in control, provided the award is continued or assumed by a public company. Payments Made Upon Termination Other Than After a Change in Control A Named Executive Officer who ceases to be an employee of Bancorp other than after a change in control, whether voluntary or involuntary and with or without cause, including in the event of retirement, disability, or death, will be entitled to receive the following, which are generally available to all salaried employees: • base salary through the date of termination; • accrued vacation pay as of the date of termination; • vested benefits as of the date of termination; • if termination resulted from disability: long-term disability benefits of two-thirds annual base salary up to $15,000 per month and vesting of long-term RSUs; and • if termination resulted from death: three times annual base salary, up to $600,000, subject to reduction beginning at age 65, and vesting of long-term RSUs. In addition, the performance-based RSUs awarded to Named Executive Officers generally provide that in the event of their death, disability or retirement prior to the maturity date of the RSUs, they shall continue to be entitled to receive the RSUs to the extent earned, but the amount otherwise payable shall be prorated to reflect the period from the date of the award through the maturity date during which they were employed. | Mr. Cheng would also be entitled to receive payment of the cash bonuses, and interest thereon, deferred under the deferred compensation arrangements described under “Executive Compensation—Nonqualified Deferred Compensation” above. Change of Control Employment Agreements Bancorp has entered into change of control employment agreements with each of the Named Executive Officers. The change of control employment agreements for Messrs. Liu, Chen, Cheng, and Bingham have been filed as exhibits to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2024. Mr. Sun is party to the form of change of control employment agreement which has been filed as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2024 (such change of control employment agreements are referred to herein collectively as the “Control Agreements”). The following is only a summary of the significant terms of the Control Agreements. This summary is qualified in its entirety by reference to the Control Agreements. For a discussion of the purposes of the Control Agreements and their relationship to our compensation policy, see “Change of Control Agreements” under “Executive Compensation—Compensation Discussion and Analysis—Additional Information Relating to Executive Compensation” above. Pursuant to the Control Agreements, Bancorp or Cathay Bank (as applicable) has agreed to continue the employment of each Named Executive Officer for a period of three years from the occurrence of a change in control (the “effective date”). During this employment period, each Named Executive Officer will be entitled to the following compensation and benefits: • An annual base salary at least equal to 12 times the highest monthly base salary paid or payable (including deferred salary) during the 12-months preceding the effective date; • An annual cash bonus at least equal to the highest annual bonus earned for the last three full fiscal years prior to the effective date or, for Control Agreements entered into in 2020, the average annual bonus earned for the last three full fiscal years prior to the effective date (with partial years being annualized for the purpose of determining the amount of the bonus); • Participation in all incentive, saving, and retirement plans and programs applicable generally to other peer executives on terms no less favorable than those in effect during the 120-day period immediately prior to the effective date; • Participation in welfare benefit plans and programs on terms no less favorable than those in effect during the 120-day period immediately prior to the effective date; • Reimbursement for all reasonable expenses in accordance with procedures in effect during the 120-day period immediately prior to the effective date; • Fringe benefits (including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses) in |

  93. Stock Vested

    | accordance with the most favorable plans in effect during the 120-day period immediately prior to the effective date; • Office, secretarial and support staff; and • Paid vacation in accordance with the most favorable plans in effect during the 120-day period immediately prior to the effective date. Payments Made Upon Death or Disability After a Change in Control The Control Agreements provide that, in the event of the death or disability of a Named Executive Officer after a change in control, Bancorp or Cathay Bank (as applicable) has agreed to pay the Named Executive Officer (or the Named Executive Officer’s estate or beneficiaries in the event of death): (i) base salary through the date of termination; (ii) a pro rata annual bonus until the date of termination in the amount of (A) the higher of (1) the highest annual bonus earned for the last three full fiscal years prior to the change in control and (2) the annual bonus paid or payable for the most recently completed fiscal year following the change in control, or (B) for Control Agreements entered into in 2020, the higher of (1) the average annual bonus earned for the last three full fiscal years prior to the change in control and (2) the target annual bonus for the year in which the change in control occurs (clauses (A) or (B), as applicable, the “Applicable Annual Bonus”); (iii) any accrued vacation pay (items (i), (ii), and (iii), collectively, the “Accrued Obligations”); and (iv) amounts that are vested benefits or that the Named Executive Officer is otherwise entitled to receive under any plan, policy, practice or program of, or any other contract or agreement with, Bancorp or Cathay Bank at or subsequent to the date of termination (“Other Benefits”). Payments Made Upon Involuntary Termination Other Than For Cause or Voluntary Termination For Good Reason After a Change in Control The Control Agreements provide that, if a Named Executive Officer’s employment is terminated following a change in control (other than termination by Bancorp or Cathay Bank for cause or by reason of death or disability or by the Named Executive Officer for other than “good reason”) or if the Named Executive Officer terminates employment in certain circumstances defined in the Control Agreements which constitute “good reason,” in addition to the Accrued Obligations and Other Benefits as defined in the preceding section, the Named Executive Officer will be paid the aggregate of the following in a lump sum in cash within 30 days after the date of termination: • an amount equal to a multiple (one and one-half, two or three, depending on the applicable Control Agreement) of the Named Executive Officer’s annual base salary and of the Applicable Annual Bonus; and • an amount equal to the sum of Bancorp’s or Cathay Bank’s (as applicable) matching or other employer contributions under Bancorp’s or Cathay Bank’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Named Executive Officer participates that the Named Executive Officer would receive if the Named Executive Officer’s employment continued (for 18 months, two years or three years after the date of termination, depending on the applicable Control Agreement). Also (for a period of 18 months, two years or three years, depending on the applicable Control Agreement), the Named | Executive Officer would be entitled to receive welfare benefits (including medical, prescription, dental, disability, employee life, group life, accidental death, and travel accident insurance) at least equal to, and at the same after-tax cost to the Named Executive Officer, as those that would have been provided in accordance with the plans, programs, practices, and policies then in effect. In addition, the Named Executive Officer would be entitled to receive outplacement services, provided that the cost of such outplacement services will not exceed $50,000. Payments Made Upon Involuntary Termination For Cause or Voluntary Termination For Other Than Good Reason After a Change in Control The Control Agreements provide that, if a Named Executive Officer’s employment is terminated for cause following a change in control or if the Named Executive Officer terminates his employment for other than “good reason” following a change in control, Bancorp or Cathay Bank has agreed to pay the Named Executive Officer: (i) base salary through the date of termination; (ii) any accrued vacation pay; and (iii) Other Benefits. Certain Additional Payments The Control Agreements with Messrs. Chen, Cheng, and Bingham (all of which were entered into in 2008), provide that each of them is eligible for tax gross-up payments in reimbursement for change in control excise taxes imposed on the severance payments and benefits, unless the value of the payments and benefits does not exceed 110% of the maximum amount payable without triggering the excise taxes, in which case the payments and benefits will be reduced to the maximum amount. At the present time, the Company expects that any future Control Agreements and other similar agreements to be entered into by the Company will not contain any excise tax gross-up provisions; accordingly, there is no excise tax gross-up provision in the Control Agreements entered into with Mr. Liu in 2020 and Mr. Sun in 2024. The definitions of “Change in Control,” “Cause” and “good Reason” pursuant to the Control Agreements are below. “Change in Control” means generally, (1) any person becomes the beneficial owner of 20% or more of either (A) the then-outstanding shares of Bancorp’s common stock or (B) the combined voting power of the then-outstanding Bancorp voting securities entitled to vote generally in the election of directors; (2) individuals who, as of the Control Agreement, constitute the Board (the “Incumbent Board”) (or directors who were approved by a majority of directors constituting the Incumbent Board at the time) cease for any reason to constitute at least a majority of the Board, (3) the consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving Bancorp or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Bancorp, or the acquisition of assets or stock of another entity by Bancorp or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the then-outstanding shares of Bancorp’s common stock‎ and the combined voting power of the then-outstanding Bancorp ‎voting securities entitled to vote generally in the election of ‎directors, immediately prior to such Business Combination beneficially own more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote |

  94. Stock Vested

    | generally in the election of directors, as the case may be, of the entity resulting from such Business Combination in substantially the same proportions as their ownership immediately prior to such Business Combination of the then-outstanding shares of Bancorp’s common stock‎ and ‎the combined voting power of the then-outstanding Bancorp ‎‎voting securities entitled to vote generally in the election of ‎‎directors, as the case may be, (B) no person beneficially owns 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or, (4) our stockholders approve a plan of complete liquidation or dissolution of the Company. “Cause” means (1) the willful and continued failure of the executive to perform substantially the executive’s duties with the | Bancorp or its affiliates, or (2) the willful engaging by the executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company. “Good Reason” means generally (1) the assignment to the executive of any duties inconsistent in any respect with the executive’s position, authority, duties or responsibilities, or any other diminution in such position, authority, duties or responsibilities (2) any failure by Bancorp to comply with any of the provisions of compensation terms set forth in the Control Agreement, (3) Bancorp requiring the executive (i) to be based at any office or location other than as provided in the Control Agreement, (ii) to be based at a location other than the Bancorp principal executive offices if the executive was employed at such location immediately preceding the change of control, or (iii) to travel on Company business to a substantially greater extent than required immediately prior to the change of control; (4) any purported termination by Bancorp of the executive’s employment otherwise than as expressly permitted by the Control Agreement; or, (5) any action or inaction that constitutes a material breach by Bancorp or Cathay Bank of the Control Agreement. |

  95. 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. |

  96. 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. |