DEF 14A of RBB Bancorp, Apr 11, 2025

DEF 14A of RBB Bancorp

Filed Apr 11, 2025 · FY20240001437749-25-011771

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Nominees for Election as Directors

    Nominees for Election as Directors Our Board currently is comprised of eleven (11) directors. The persons named in the table below have been nominated by our Board for election as directors to serve until the 2026 annual meeting of shareholders and until their successors are elected or have been duly qualified. Each nominee has indicated that he or she is willing and able to serve as a director. If any nominee should become unable or unwilling to serve as a director, the proxies will be voted for such substitute nominee as shall be designated by the Board of Directors. Except for Dr. James W. Kao and Ms. Christina Kao, there are no family relationships between the directors and executive officers. Except for Geraldine Pannu, director for Processa Pharmaceuticals (NASDAQ: PCSA), there are no other directors or executive officers of the Company who serve as directors of any company that has a class of securities registered under the Securities Act of 1933, as amended (the “Securities Act”), or which is subject to the periodic reporting requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any investment company registered under the Investment Company Act of 1940.

  3. Board of Directors

    Board of Directors The following table sets forth certain information about our current directors, including their names, ages, year in which they began serving as a director of the Company or the Bank prior to the Company’s formation in 2011.

  4. Board of Directors

    | Name | Age | Current Committees | Director Since | | Christina Kao | 39 | Chair of the Board; Audit; Compensation, Nominating and Governance; Information Technology; Enterprise Risk | 2019 | | William Bennett | 62 | Information Technology Chair; Audit; Asset/Liability | 2023 | | Robert M. Franko | 77 | Directors Loan Chair; Compensation, Nominating and Governance; Asset/Liability; Enterprise Risk | 2023 | | Dr. James W. Kao | 79 | Directors Loan; Community Reinvestment Act; Asset/Liability; Enterprise Risk Chair | 2015 | | Johnny Lee (1) | 62 | Directors Loan; Information Technology; Community Reinvestment Act | 2025 | | Joyce Wong Lee | 70 | Community Reinvestment Act Chair; Compensation, Nominating and Governance; Directors Loan; Information Technology | 2022 | | Christopher Lin | 83 | Audit; Directors Loan; Community Reinvestment Act | 2010 | | David R. Morris | 64 | Directors Loan; Asset/Liability; Community Reinvestment Act; Information Technology; Enterprise Risk | 2022 | | Geraldine Pannu | 55 | Compensation, Nominating and Governance Chair; Directors Loan; Community Reinvestment Act; Information Technology; Enterprise Risk | 2022 | | Scott Polakoff | 64 | Audit Chair; Compensation, Nominating and Governance; Directors Loan; Asset/Liability; Enterprise Risk | 2023 | | Frank Wong | 55 | Asset/Liability Chair; Audit; Information Technology | 2023 |

  5. Board of Directors

    | (1) Mr. Lee was appointed as a director on January 1, 2025. |

  6. Board of Directors

    Pursuant to our Articles of Incorporation (“Articles”) and Bylaws, our Board of Directors is authorized to have not less than eight (8) members nor more than fifteen (15) members, and is currently comprised of eleven (11) members. Each of our directors serves for a one-year term. The number of directors may be changed only by resolution of our Board within the range set forth in our Articles. As discussed in greater detail below, our Board of Directors has affirmatively determined that, with the exception of Mr. Morris, Chief Executive Officer ("CEO") of the Company, and Mr. Lee, President of the Company and President and CEO of the Bank, our other nine (9) current directors qualify as independent directors based upon the rules of the Nasdaq Stock Market and the SEC. There are no arrangements or understandings between any of the directors and any other person pursuant to which he or she was selected as a director. Other than as described herein, no current director has any family relationship, as defined in Item 401 of Regulation S-K, promulgated pursuant to the Securities Act with any other director or with any of our executive officers. The business experience of each of the current directors is set forth below. Christina Kao. Ms. Kao has served as a member of the Board since 2019 and as Chair of the Board since May 2024. Ms. Kao has been a local business owner in Las Vegas, Nevada since 2017. From 2009 to 2017, Ms. Kao worked in purchasing, marketing, and new business development for leading chemical and material science corporations, such as Solvay, Dow Chemical, and DuPont. Prior to 2009, she was a consultant and CFO for a non-profit engineering consulting firm. Having also consulted for a biotech start-up specializing in diagnostics and a food start-up, her extensive marketing portfolio includes strategies to support products at the beginning of their life cycle to the end, with sales channels to both businesses (B2B) and consumers (B2C), in addition to grass roots marketing and search engine optimization ("SEO"). Ms. Kao holds a B.S. in Chemical Engineering from Virginia Commonwealth University and an M.B.A. from Harvard Business School. She is passionate about mentoring youth and is trained in Cuisine at Le Cordon Bleu in Paris, France. Our Board considered Ms. Kao’s diverse industry experience in marketing and her leadership as a small business owner in determining that she should be a member of our Board. William Bennett. Mr. Bennett served over 26 years with the 12th District of the Federal Reserve Bank of San Francisco at its Portland and Seattle Branches, as Senior Regional Account Officer in its Financial Services Division from 1996 to 2022. He was responsible for long-term consultative correspondent banking relationships with financial institutions, vendors, service bureaus, and payment associations throughout the Pacific Northwest and Mountain states, providing retail banking payment product solutions, risk and cash management services, and merger/acquisition/regulation/de novo guidance. Previously Mr. Bennett was with Figgie International Inc., Cleveland, Ohio and held various industrial engineering project management assignments for its corporate divisions of Rawlings Sporting Goods, Scott Aviation, American LaFrance, Kline Foundries, and Greer Hydraulics. Mr. Bennett holds a B.S. in Business Administration in Economics and Finance from Miami University, an M.B.A concentration in Accounting from the University of Oregon and held the Certified Cash Manager (CCM) and Accredited ACH Professional (AAP) designations from the Association for Financial Professionals and NACHA. Our Board considered Mr. Bennett’s experience as a financial product manager and his management of diverse banking portfolios in determining that he should be a member of our Board. Robert M. Franko. Mr. Franko has more than 35 years of commercial banking experience, most recently serving eight years as the President & CEO of First Choice Bancorp (NASDAQ: FCBP), which was sold to Enterprise Financial Services Corp (NASDAQ: EFSC) in July 2021. During his tenure as CEO of First Choice Bancorp, the company achieved a consistent track record of growth and exceptional earnings, combined with high returns on assets and tangible equity. Mr. Franko led the effort to take the company public and to have it included in the Russell 2000® Index. Earlier in his career, he headed the $10 billion trust department for City National Bank and prior to that, he was the Chief Financial Officer of Imperial Bancorp (IMP-NYSE) before it was sold to Comerica (CMA-NYSE). Prior to joining First Choice, Mr. Franko was the founder and CEO of four different banks, including one commercial bank, one international bank, one trust bank and one industrial loan company. Mr. Franko has a long history with M&A transactions, both on the buy-side and the sell-side. He also has experience as the CFO of Canary Wharf Development Co., one of the largest real estate developments in the world. Mr. Franko has been a long-time director of the largest bankers’ bank in the US, TIB, N.A. and its holding company TIB, Inc. At TIB, he served as the Chairman of the Board from 2019 to 2021. He holds a B.S. degree from the University of Notre Dame and an MBA from the Thunderbird School of International Management at Arizona State University. Our Board considered Mr. Franko’s 35 years of commercial banking experience in determining that he should be a member of our Board. Dr. James W. Kao. Dr. Kao has served as a member of the Board since 2015 and as Chairman of the Board from May 2021 to May 2024. Dr. Kao had a long and distinguished career at Philip Morris, USA in the research and development department. Since his early retirement in 1998, Dr. Kao has been a successful investor in many companies. His experience includes Board Chairman and Board Member of various non-profit organizations. Dr. Kao holds a B.A. from National Taiwan University, an M.B.A. from Virginia Commonwealth University and his Ph.D. from Miami University. Our Board considered Dr. Kao’s various corporate positions, experiences as an investor and his educational background in determining that he should be a member of our Board. Johnny Lee. Mr. Lee currently serves as the President of the Company and the President and CEO of the Bank. He served as President and Chief Banking Officer of the Company and the Bank from June 2023 to December 2024. He is responsible for all aspects of commercial banking, retail banking, treasury management, commercial credit and loan portfolio risk management, including areas of strategic planning and executive-level administrative duties. With 35 years of banking experience, Mr. Lee brings a wealth of knowledge in strategic planning, bank administration, branch management, corporate and commercial banking, international trade finance, specialized industry practices, and credit risk management. Prior to joining the Company, Mr. Lee held the position of Senior Managing Director and Head of International and Commercial Banking at East West Bank, a publicly traded bank with $75 billion in assets from May 2013 to May 2023. During his tenure of 10 years at East West Bank, he served in various senior roles, contributing significantly to the bank's success. Mr. Lee holds a Master of International Management from the Thunderbird School of Global Management and his Bachelor of Arts from Willamette University. Our Board considered Mr. Lee’s experience as an executive officer at the Bank and his over 35 years of experience in banking in determining that he should be a member of our Board.

  7. Board of Directors

    Joyce Wong Lee, ERPA. Ms. Lee is founder and president of California Benefit Planners ("CBP"), a retirement plan consulting and design firm based in Pasadena, CA and providing services nationally to all range of business entities to sponsor qualified retirement plans under ERISA law since 1994. Mrs. Lee holds a B.S. and M.Ed. from Texas A&M University at Kingsville, Texas. Mrs. Lee is passionate about providing consultation services to her clientele for planning towards retirement through pension programs. As an Enrolled Retirement Plan Agent ("ERPA"), Mrs. Lee has successfully practiced and represented her clientele’s pension programs before the Internal Revenue Service ("IRS"). Our Board considered Ms. Wong Lee's knowledge of investment products, particularly for financial planning and retirement, and her strong ties to the Asian-American small business community in determining that she should be a member of our Board. Christopher Lin, Ph.D. Dr. Lin has served as a Board member since 2010. Dr. Lin is the President and Chairman of three separate specialty real estate firms: Forte Resources, Inc., which specializes in senior and affordable housing management and development, Sonnycal Development Company, which specializes in real estate development in market-rate residential houses and industrial warehouses, and Linkage Financial Group Inc., which specializes in real estate development in China. Dr. Lin previously served as a director of General Bank from 1981 to 2003. Dr. Lin holds a B.S. from Cheng Kung University, a M.S. from National Tsing Hua University and a Ph.D. from Duquesne University. Our Board considered Dr. Lin’s real estate background, specifically in affordable housing, and his prior experience as a bank director in determining that he should be a Board member. David R. Morris. Mr. Morris currently serves as the CEO of the Company and has served in executive positions with the Company and Bank since 2010. From June 2023 to December 2024, he served as President and CEO of the Company and CEO of the Bank. From February 2022 to June 2023 he served as President and CEO of the Company and the Bank. Mr. Morris served as Executive Vice President and Chief Financial Officer of the Bank from February 2010 and of the Company from 2011 until March 2023, including during the time he served as President and CEO. He was a consultant with the Company from November 2009 through January 2010. Prior to joining the Company, Mr. Morris was the President and CEO of MetroPacific Bank from August 2007 to June 2009, and its Executive Vice President and Chief Financial Officer from October 2006 to July 2007. He was the Executive Vice President and Chief Financial Officer/Chief Operations Officer of San Diego Community Bank from June 2003 to September 2006, the Vice President and Controller of Community National Bank from 1999 to 2003, the Vice President and Manager of participant accounting at City National Bank (formerly North American Trust Company) in 1999, its Executive Vice President, Chief Financial Officer, Risk Management Officer and Director from 1997 to 1998, and its Executive Vice President, Chief Operations Officer and Chief Financial Officer from 1991 to 1996. Mr. Morris started his career with First Interstate Bank, Ltd. in 1986 followed with being controller for Banker’s Trust Company of California, a subsidiary of Banker’s Trust Company. Mr. Morris holds a B.S. from University of Maryland and an M.B.A. from University of Southern California. Mr. Morris is on the Economic Development Commission for the City of Oceanside, and sits on a variety of non-profit boards. Our Board considered Mr. Morris' experience as an executive officer at the Bank and his over 35 years of experience in banking in determining that Mr. Morris should be a member of our Board. Geraldine Pannu. Ms. Pannu has over 25 years’ experience in investment and financial management, fund operations, consulting and marketing. She is the Managing Partner of GLTJ Pioneer Capital, a real estate firm specializing in development and fixed income investments. Ms. Pannu is an Independent Board of Director for Processa Pharmaceuticals (NASDAQ: PCSA). She also mentors several startup companies and assists them as Interim CFO. Previously, she was the managing Director of Golden Gate Global, one of the largest EB5 regional centers in Northern California. She was the Chief Operations Officer and Managing Partner for ChinaRock Capital Management, a leading hedge and venture capital fund company in San Francisco for nearly 10 years. She worked for McKinsey & Co, Monitor Company as a management consultant before and after business school. She had successfully raised capital for several hedge, venture capital and real estate funds. Ms. Pannu was born in Shanghai and grew up in Hong Kong. She received her Bachelor of Business Administration from Chinese University of Hong Kong and M.B.A. from Harvard Business School. She is fluent in English, Mandarin, Cantonese and Shanghainese. Our Board considered Ms. Pannu's investment and financial expertise as well as her involvement in the Asian-American business community in determining that she should be a member of our Board. Scott Polakoff. Mr. Polakoff has served more than 25 years as a federal banking regulator, including eight years as the Chicago Regional Director of the Federal Deposit Insurance Corporation ("FDIC") and three years as the Chief Operating Officer of the Office of Thrift Supervision. Upon retiring from government service in 2009, he joined Booz Allen Hamilton as a Principal in its regulatory practice. In 2011 he joined FinPro, Inc., to lead its consulting regulatory team. He retired from FinPro on December 31, 2023, and joined its Board of Directors in February 2024. Mr. Polakoff earned his B.S. (accounting) from West Chester University, is a 1992 graduate of the Southwestern Graduate School of Banking at Southern Methodist University, a 1998 graduate of the Federal Executive Institute’s “Leadership for a Democratic Society” and a 2002 graduate of the Management Certification Program at Loyola University, Chicago, IL. He obtained his Series 24, 79, and 63 FINRA licenses in 2012. He achieved his Certified Anti-Money Laundering Specialist certificate in 2018. Mr. Polakoff also teaches at the Colorado Graduate School of Banking and the ABA's Stonier Graduate School of Banking. He is a member of the New Orleans Police Department’s Community Advisory Board (since 2021) and was selected to the Board of Commissioners for the New Orleans Downtown Development District in 2024. Our Board considered Mr. Polakoff’s 25 years of experience as a federal banking regulator and financial business experience in determining that he should be a member of our Board.

  8. Board of Directors

    Frank Wong. Mr. Wong brings more than 25 years of experience in banking and financial services. Over his career, he has been responsible for leading and directing asset liability and interest rate risk, growth strategies, cost reduction and process improvement initiatives, technology implementations, capital management, and external regulatory reporting to the FDIC and Securities and Exchange Commission for institutions ranging in size from $150 million to $10 billion in assets. Mr. Wong served as Controller at Mission Valley Bank (2010 – 2020); Director of Financial Reporting at Douglas Emmett (2008 – 2010); VP Controller at Kaiser Federal Bank (2005 – 2008); and Financial Reporting Officer at First Federal Bank (2003 – 2005). Mr. Wong holds his B.S. degree in Finance from the California State University of Los Angeles. Mr. Wong is a graduate of Pacific Coast Banking School. Pacific Coast Banking School, in partnership with the Foster Graduate School of Business at the University of Washington, is a three-year, master’s-level management and executive leadership extension program for senior and executive officers in the banking industry. Mr. Wong currently serves as CEO of Energy Trinity, an energy analytics and consulting firm focused on long term financial and environmental gains achieved through electric vehicles, solar, and battery energy storage adoption. He is credited with authoring, developing, and bringing to the U.S. market the world’s only multidimensional data model that encompasses financial elements and energy dynamics of gasoline vehicles and household/business electricity consumption, usage, and related historical and projected future energy costs, fully offset by electric vehicle energy consumption paired with solar energy generation and battery energy storage. Our Board considered Mr. Wong’s experience in banking and his financial controls expertise in determining that he should be a member of our Board.

  9. Director Compensation

    Director Compensation As compensation for attending the Company’s Board meetings, each non-employee director received attendance fees. Each non-employee director received $1,500 per Board meeting attended and the Chair of the Board received $2,500 per Board meeting attended. Each non-employee director also received $300 per Board committee meeting attended and the Chairs of any of the Board Committees received an additional fee of $200 per meeting attended for their respective meetings. For any mandatory in-person meetings that were attended telephonically, the compensation was reduced as following: a non-employee director received $750 per Board meeting, the Chair of the Board received $1,250 per Board meeting and each non-employee director received $200 per Board committee meeting attended. However, the per committee and Board meeting fees are limited to one meeting fee per committee per month regardless of the number of times a respective committee or Board convenes during a single month. In addition, non-employee directors receive a pre-established annual retainer of cash and equity awards, as described more fully below, paid at the end of a 12-month service period (the “Annual Service Period Retainer”). The 12-month service period cash retainer was set at $60,000 and the equity award was set at 1,400 time-based restricted stock units ("RSUs"), of which 50% vest immediately on the date of grant and 50% vest one year after the date of grant. In addition, non-employee directors who serve as a Committee Chair receive an additional 200 RSUs, except for the Community Reinvestment Act ("CRA") Committee Chair and the Corporate Secretary who receive an additional 100 RSUs, all of which immediately vest on the date of grant. Non-employee directors who join the Board during a 12-Month Service Period receive the annual cash retainer pro-rated for the portion of the service period that they serve. The 12-month service period has been defined as June of the current year to May of the following year (the “12-Month Service Period”) to align the end of the service period with the election of directors, which typically occurs annually in the month of May. This represents a change from the prior year when the annual retainer for the prior 12-month service period related to the prior fiscal year and was paid in the month of January. As a result, and by way of example, we paid or expect to pay the Annual Service Period Retainer for board service as follows:(a) from January 2022 to December 2022, the payment was in January 2023, (b) from January 2023 to May 2024, the payment was in May 2024, and (c) for June 2024 to May 2025, the payment will be in May 2025. The following table sets forth the Annual Service Period Retainer for the non-employee directors:

  10. Director Compensation

    | | Cash (1) | Shares | | Annual Retainer (2) | $60,000 | 1,400 | | Chair of the Board | | 200 | | Corporate Secretary | | 100 | | Committee Chair | | | | Audit | | 200 | | Compensation, Nominating and Governance | | 200 | | Directors Loan | | 200 | | Community Reinvestment Act | | 100 | | Information Technology | | 200 | | Asset/Liability | | 200 |

  11. Director Compensation

    | (1) All or a part of the annual retainer may be payable in cash or immediately vested RSUs. |

  12. Director Compensation

    | (2) 50% vest immediately on the date of grant and 50% vest one year after the date of grant. |

  13. Director Compensation

    Due to the change in the timing of the 12-Month Service Period, directors received up to 17 months, or up to $85,000 ($60,000 divided by 12 months times 17 months), depending on their Board service from January 2023 to May 2024. Further, during 2024, directors were able to elect whether they would receive a part of their annual cash retainer in the form of immediately vested RSUs, which we refer to as the Equity Award Election. This election opportunity was provided in support of the Share Ownership Policy guidelines which were adopted in 2023. The following table sets forth the compensation we provided to each of our non-employee directors for the 2024 fiscal year, as reported in accordance with applicable SEC rules.

  14. Director Compensation

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | All Other Compensation (3) | Total | | Christina Kao | $119,200(4) | $29,904 | $1,206 | $150,310 | | William Bennett | 87,850 | 26,166 | — | 114,016 | | Robert M. Franko | 99,750(4) | 29,904 | — | 129,654 | | Dr. James W. Kao | 115,800(4) | 29,904 | 1,100 | 146,804 | | Joyce Wong Lee | 112,450(4) | 28,035 | 621 | 141,106 | | Christopher Lin | 108,600 | 29,904 | 1,067 | 139,571 | | Geraldine Pannu | 114,300 | 28,035 | 621 | 142,956 | | Scott Polakoff | 101,900 | 29,904 | — | 131,804 | | Frank Wong | 89,600 | 29,904 | — | 119,504 |

  15. Director Compensation

    | (1) Represents board attendance fees from January 2024 to December 2024 and the Annual Service Period Retainer, on a pro-rated basis from January 2023 to May 2024, for each non-employee director. The pro-rated Annual Service Period Retainer was $85,000 for each of Ms. Kao, Dr. Kao, Ms. Wong Lee, Dr. Lin and Ms. Pannu, $70,000 for Mr. Franko and Mr. Polakoff, and $60,000 for Mr. Bennett and Mr. Wong. | | (2) The amounts reported in this column represent the grant date fair value of stock awards (all restricted stock units) granted during fiscal year 2024, computed in accordance with FASB ASC Topic 718, valued based on the closing price of our common stock on the date of the grant. Assumptions used in the calculation of the amounts reported in this column are discussed in Note 16 to our Consolidated Audited Financial Statements for the fiscal year ended December 31, 2024, included in our 2024 Annual Report. As of December 31, 2024, our non-employee directors each held 700 shares of unvested restricted stock units and in addition Dr. Lin held 20,000 vested stock options. |

  16. Director Compensation

    | (3) All Other Compensation reflects bank owned life insurance benefits and cash dividends on vested equity awards. | | (4) Includes the amount of cash fees earned that were elected to be received in the form of fully vested RSUs (the "Director's Equity Award Election"). Through the Director’s Equity Award Elections, Ms. Kao, Dr, Kao and Ms. Wong Lee each received 4,547 shares in lieu of $85,000 in cash and Mr. Franko received 2,621 shares in lieu of $49,000 in cash. |

  17. Board Responsiveness to 2024 Say-on-Pay and Shareholder Feedback

    | What We Heard | What We Did | | Shareholders would like clearer parameters around annual incentives | In 2024, we modified the payment structure to separate Cash Incentive Plan Awards from Equity Incentive Plan Awards and set clear parameters around the annual Cash Incentive Plan Awards and long-term equity awards. The annual cash incentives are measured and determined separately from time-based or performance-based equity awards. See “Annual Incentive Plan” under “2024 Executive Compensation Decisions in Detail” in this CD&A for details. |

  18. Board Responsiveness to 2024 Say-on-Pay and Shareholder Feedback

    | Shareholders would like to see performance-based long-term incentive awards | In 2024, we implemented a new long-term incentive structure which provides for 50% of the equity awards to be granted in performance-based incentive awards and 50% in time-based incentive awards to reward continuity of service. |

  19. Compensation Governance Practices

    | What We Do | What We Don't Do | | ✔ Emphasize variable pay over fixed pay, with a significant portion of short-term and long-term incentives tied to our financial performance | × No tax gross-up payments | | ✔ Maintain a clawback policy | × No guaranteed bonuses | | ✔ Maintain a robust insider trading policy | × No Supplemental Executive Retirement Plans | | ✔ Engage an independent compensation consultant | × No excessive perquisites | | ✔ Conduct an annual say-on-pay vote | × No repricing of options without shareholder approval | | ✔ Conduct an annual compensation risk assessment, including periodically re-evaluating and/or updating our peer group | × No multi-year stock grants | | ✔ Provide minimum thresholds for vesting PRSUs | × No hedging or pledging of our stock by directors and executives | | ✔ Establish stock ownership requirements for directors and certain executives | × No "single-trigger" cash change-in-control payments for active NEOs |

  20. Decision-Making Process

    Decision-Making Process Role of the Compensation Committee. Our CNG Committee is a standing committee appointed by our Board of Directors to oversee our compensation and employee benefit plans and practices, including our executive compensation plans and our incentive-compensation and equity-based plans. The CNG Committee is comprised of independent, non-employee members of the Board. The CNG Committee collaborates closely with an independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the CNG Committee’s authority and responsibilities are specified in the CNG Committee’s charter, which is available on our website at www.royalbusinessbankusa.com under the “Investor Relations” section and "Governance" tab. The CNG Committee makes all final compensation and equity award decisions regarding our NEOs and the independent members of the full Board ratify the recommendation of the CNG Committee. Please also see additional discussion on our CNG Committee set forth above under "Corporate Governance and Other Board Matters – CNG Committee." Role of Management. The CEO attends regular meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. The CEO recommends adjustments to base salaries, annual cash incentives and equity award amounts for the other NEOs. The CEO does not participate in the deliberations of the CNG Committee regarding his own compensation. Role of the Compensation Consultant. From time to time, our CNG Committee seeks advice from outside experts in the executive compensation field to provide input on both director compensation and executive compensation matters. In 2024, the CNG Committee engaged Pearl Meyer for general assistance in executive compensation matters. In accordance with the rules of the Nasdaq Stock Market, the CNG Committee took appropriate actions to consider the independence of Pearl Meyer and determined there was no conflict of interest. The Role of Benchmarking and Peer Groups. For 2024, the CNG Committee compared our executive compensation program to the executive compensation programs of a group of companies that are comparable in terms of industry, size and geography. The overall purpose of this peer group is to provide a market frame of reference for evaluating our compensation arrangements (current or proposed) and performance results, understanding compensation trends among comparable companies, and reviewing other compensation and governance-related topics that may arise during the year to develop an executive compensation program that remains appropriately aligned with market-best practices. The 2024 peer group was as follows:

  21. Decision-Making Process

    In developing the peer group, the CNG Committee selected companies that were, on balance, of similar size and scope as the Company (assets between $2 billion and $10 billion, and market capitalization between $200 million and $1.0 billion as compared to the Company’s then current assets and market capitalization of $4.0 billion and $258 million, respectively), operate in similar geographic areas, and compete with the Company for business and talent. It is important to note that the CNG Committee does not rely exclusively on comparative data from the peer group when setting compensation for our NEOs. While peer group information can help identify general trends in executive compensation practices and overall executive compensation, the CNG Committee recognizes there can be meaningful differences between the Company and its peer group members. In addition to peer group data, the CNG Committee also reviews compensation information from direct market share competitors and considers many other factors such as individual and company performance, position and associated responsibilities, retention and stability of the executive management team, tenure, and succession considerations. Pearl Meyer concluded that, in aggregate, the Company’s targeted Total Direct Compensation (salary, annual incentives and long-term incentives) for the NEOs (other than our CEO) was generally at the market median. The CEO's targeted Total Direct Compensation was below the market median.

  22. Annual Incentive Plan

    Annual Incentive Plan The Annual Incentive Plan ("AIP") provided our NEOs the opportunity to earn a performance-based annual cash incentive. Actual payouts depend on the achievement of pre-determined financial performance objectives. For the NEOs, payouts can range from 0% to 150% of target award amounts. Annual cash incentives reward both the achievement of short-term financial goals as well as the execution of activities to advance our strategic priorities. Target annual cash incentive opportunities are expressed as a percentage of base salary and were established by the NEO’s level of responsibility and their ability to impact overall results. The 2024 annual incentive targets also took into consideration that such incentives earned would be paid in cash and any long-term incentives, such as RSUs and PRSUs, would be determined separately. In prior years, the annual incentives earned were allocated to a cash payment and RSU awards, which vest over a future period. The CNG Committee also considers market data in setting target annual incentive amounts. Target cash incentive opportunities for 2024 were as follows:

  23. Annual Incentive Plan

    | NEO | 2024 Salary | 2024 Annual Incentive Target (as a % of Salary) | 2024 Annual Incentive Target ($) | | David R. Morris | $674,000 | 60% | $404,400 | | Lynn Hopkins | $410,000 | 50% | $205,000 | | Johnny Lee | $584,000 | 60% | $350,400 | | Gary Fan | $350,000 | 40% | $140,000 | | Jeffrey Yeh | $353,000 | 40% | $141,200 |

  24. Annual Incentive Plan

    Performance Goals, Measures, and Scorecard Results. The AIP cash payouts are governed by our Executive and Employee Incentive Compensation Policy. For certain executive officers, including our NEOs, any payout is tied to the achievement of certain pre-established financial measures and/or operational goals, including an evaluation of individual performance, which we collectively refer to as the “performance measures”. Individual performance is assessed in consultation with the CEO and reviewed with the CNG Committee (provided that the CEO does not take part in deliberations regarding his compensation). The performance measures are typically identified and the performance levels are set (i.e. Threshold, Target, Maximum) after the annual budget is approved for the current year by the Board and this is typically completed by the end of the first quarter. The performance measures are intended to closely align with drivers in our strategic plan and other conventional financial metrics, which include earnings per share, return on average assets, net loan and deposit growth, noninterest-bearing deposit growth, and credit quality. In order to determine the AIP cash payout for each NEO, we use a scorecard methodology. After the performance measures have been established, the performance levels are determined, and then each measure is assigned a weighting for each NEO so the weightings add up to 100% and this represents a scorecard. After the fiscal year, the actual results are measured against the pre-established performance measures and the results are expressed as a percentage of achievement ranging from 0 to 150%. For each NEO, the weighting assigned to each performance measure is multiplied by the actual percentage achieved to determine a payout percentage, which are then added all together to calculate an overall score. The overall score is then multiplied by the executive’s AIP Target percentage to determine the actual payout award percentage earned. The actual payout award percentage earned is then multiplied by the executive’s base salary to determine their respective AIP cash payout. Amounts paid are subject to our clawback policies. The CNG Committee also reserves the right to adjust individual performance downward on any award payments proposed for a NEO. The individual performance goals for 2024 were determined in March 2024 taking into consideration the current economic environment and to address certain areas that the Board of Directors felt needed improvement, which typically involved substantial projects that a NEO managed. For the NEO's receiving over 100% for the performance measure of "Leadership/ Board Discretion", the CNG Committee determined the executive's individual contribution exceeded expectations. For the determination of the individual performance awards, the CNG Committee took into consideration leadership related to the Bank's BSA Consent Order remediation efforts in coordination with other members of management, the improvement in the Company's internal controls over financial reporting, the Bank's overall compliance program achievements and talent recruitment efforts during the year, among other factors. The following chart is a list of the performance measures used to determine the achievement of individual goals for the NEOs, and for each "Performance Measure", the pre-established "Performance Levels", the "2024 Results" and the "Percentage Achieved":

  25. Annual Incentive Plan

    | | Performance Levels | | | | | | | Threshold 50% | Target 100% | Maximum 150% | 2024 Results (1) | Percentage Achieved (2) | | Performance Measures | Dollar amounts in millions, except for share amounts | | | | | | Earnings Per Share | $1.68 | $2.12 | $2.76 | $1.47 | 0% | | Return on Average Assets | 0.80% | 1.00% | 1.30% | 0.44% | 0% | | Efficiency Ratio | 55% | 50% | 45% | 61% | 0% | | Leadership / Board Discretion | 80% | 100% | 130% | 130% | 150% | | NPLs / Loans HFI | 1.04% | 0.94% | 0.84% | 2.64% | 0% | | Loan Growth | $151.7 | $284.2 | $369.5 | $31.0 | 0% | | Retail Deposit Growth | $139.3 | $220.9 | $287.1 | $157.9 | 61% | | DDA as a % of Total Deposits | 18.1% | 19.3% | 20.6% | 17.5% | 0% |

  26. Annual Incentive Plan

    | (1) Return on Average Assets ("ROAA"), Efficiency Ratio and Demand Deposit Accounts ("DDA") as a % of Total Deposits were measured based on fourth quarter of 2024 performance. All other performance measures were based on full year 2024 performance. | | (2) Amounts are interpolated based on 2024 Results relative to the Performance Levels, which are Threshold pays at 50%; Target pays at 100%, and Maximum pays at 150%. |

  27. Annual Incentive Plan

    The scorecard shows the percentage weight assigned to each performance measure by NEO and the payout percentage based on the actual 2024 performance achieved, or overall score:

  28. Annual Incentive Plan

    | | | David R. Morris | | Lynn Hopkins | | Johnny Lee | | Gary Fan | | Jeffrey Yeh | | | Performance Measures | Percentage Achieved | % Weight | Payout % | % Weight | Payout % | % Weight | Payout % | % Weight | Payout % | % Weight | Payout % | | Earnings Per Share | 0% | 40% | 0% | 35% | 0% | 35% | 0% | 35% | 0% | 30% | 0% | | Return on Average Assets | 0% | 20% | 0% | 15% | 0% | 15% | 0% | 15% | 0% | 10% | 0% | | Efficiency Ratio | 0% | 5% | 0% | 10% | 0% | 5% | 0% | 10% | 0% | 5% | 0% | | Leadership / Board Discretion (1) | 150% | 20% | 30% | 20% | 30% | 5% | 8% | 20% | 30% | 20% | 30% | | NPLs / Loans HFI | 0% | 5% | 0% | 5% | 0% | 5% | 0% | 0% | 0% | 15% | 0% | | Loan Growth | 0% | 5% | 0% | 5% | 0% | 15% | 0% | 0% | 0% | 10% | 0% | | Retail Deposit Growth | 61% | 0% | 0% | 5% | 3% | 10% | 6% | 10% | 6% | 5% | 3% | | DDA as a % of Total Deposits | 0% | 5% | 0% | 5% | 0% | 10% | 0% | 10% | 0% | 5% | 0% | | Total Weight and Overall Score | | 100% | 30% | 100% | 33% | 100% | 14% | 100% | 36% | 100% | 33% |

  29. Annual Incentive Plan

    | (1) Percentage achieved for Leadership/ Board Discretion scored at the Maximum level due to successful execution of several pre-defined operational goals, including, and not necessarily limited to, clearing the regulatory consent order to which the Bank was a party, enhancing financial reporting and controls, which contributed to our timely remediation of all previously-reported material weaknesses in our internal controls over financial reporting, ongoing execution of the management transition plans, and recruiting additional talent to support improved corporate governance and the long term operations. |

  30. Annual Incentive Plan

    Payouts under Annual Incentive Plan. The table below sets forth the 2024 cash incentive payments that our NEOs earned in 2024 pursuant to our AIP. When considering the 2024 AIP performance targets and actual results, and determining the amounts payable to our NEOs pursuant to our AIP, the CNG Committee took into account not only the Company’s financial performance, but each NEO’s contributions to certain strategic and operational priorities in 2024, as previously described. The CNG Committee and Board ultimately determined that the amounts earned based upon the Company’s financial performance as compared to the pre-established targets – which amounts ranged from 8% of base salary to 18% of base salary – did not adequately recognize each NEO’s efforts or the Company’s meaningful achievements in 2024. As such, with the exception of our CFO Ms. Hopkins, whose annual cash incentive was based on separate specified objectives achieved during her tenure as our Interim CFO, the CNG Committee and the Board determined, in lieu of adjusting pre-defined targets to reflect actual market conditions, to increase each NEO’s 2024 AIP payments as reflected in the “Supplemental Amount” column in the table below. As a result, the 2024 cash incentive payments to our NEOs (other than Ms. Hopkins) ranged from 18% to 28% of base salary, which were still well-below the targets ranging from 40% to 60% of base salary.

  31. Annual Incentive Plan

    | | Annual Incentive Plan | | | | | | Total | | | NEO | Base Salary | Target (as a % of Base salary) | Payout % Earned | Cash Incentive as a % of Base | Cash Incentive | Supplemental Amount (1) | 2024 Cash Incentive | 2024 Cash Incentive as a % of Base Salary | | David R. Morris | $674,000 | 60% | 30% | 18% | $121,320 | $67,400 | $188,720 | 28% | | Johnny Lee | $584,000 | 60% | 14% | 8% | $47,795 | $58,400 | $106,195 | 18% | | Gary Fan | $350,000 | 40% | 36% | 14% | $50,596 | $35,000 | $85,596 | 24% | | Jeffrey Yeh | $353,000 | 40% | 33% | 13% | $46,695 | $35,300 | $81,995 | 23% |

  32. Annual Incentive Plan

    | (1) Amount represents 10% of respective NEOs base salary. |

  33. Annual Incentive Plan

    In connection with becoming the Company's Interim CFO, the Board established the following financial reporting and project milestones for Ms. Hopkins: timely filing of the Company's Form 10-K for the year ended December 31, 2023, proxy statement for the 2024 annual shareholder meeting, and Form 10-Q for the quarter ended March 31, 2024; enhancing financial reporting processes and controls for a sustainable program in order to timely remediate all previously-reported material weaknesses related to our internal controls over financial reporting, and developing and implementing an enhanced executive compensation program in coordination with an independent compensation consultant and the Board. Ms. Hopkins was entitled to receive $150,000 upon the achievement of all such goals, all of which were achieved. When Ms. Hopkins became our CFO in April 2024, she became a participant in the AIP, and became entitled to receive a cash incentive equal to the greater of her cash incentive under the AIP and the cash incentive established for her as Interim CFO. Because Ms. Hopkins achieved the full $150,000 cash incentive as Interim CFO and her AIP payout would have been only $67,794, her 2024 cash incentive was set at $150,000, all of which was earned based on the achievement of the performance measures established for her in her role as Interim CFO.

  34. Long-Term Equity Incentives

    Long-Term Equity Incentives Annual long-term incentive awards are a key part of our executive compensation program. These awards help attract talent, retain key employees and align the interests of our executives with those of our shareholders by focusing on long-term value. In addition to the equity awards granted pursuant to our long-term incentive program, the CNG Committee has the ability to grant periodic equity awards, such as new-hire and promotional grants. After review of market levels of pay, peer compensation plan practices, and taking into consideration shareholder perspectives, the CNG Committee determined that the long-term equity incentives would include both RSUs and PRSUs to enhance the pay-for-performance aspect of the compensation program and to further align the interests of executive management with the Company’s shareholders. Accordingly, the CNG Committee approved equity awards for each NEO consisting of 50% of the award value in PRSUs and 50% of the award value in time-based RSUs. The PRSUs awarded in 2024 allow each NEO to earn 0 percent to 150 percent of the target award based upon attainment of specified performance goals at the end of a three-year performance period. The three performance criteria are: relative Total Shareholder Return ("TSR"), ROAA and Return on Average Tangible Common Equity ("ROATCE"). The table below outlines the total equity awards and the individual award values.

  35. Long-Term Equity Incentives

    | Performance Measure | Weighting | Measurement | Threshold | Target | Maximum | | Total Shareholder Return (1) | 50% | Relative | 25th Percentile | 50th Percentile | 75th Percentile | | Return on Average Assets (2) | 25% | Absolute | 80% of Target | Approved 2026 Forecast | 130% of Target | | Return on Average Tangible Common Equity (2) | 25% | Absolute | 80% of Target | Approved 2026 Forecast | 130% of Target | | Payout as a % of Target | | | 50% | 100% | 150% |

  36. Long-Term Equity Incentives

    | (1) TSR is to be measured on a relative basis as compared to the compensation peer group for the year ending December 31, 2026 (assuming the dividends during the period are reinvested in Company shares on the date paid). | | (2) ROAA and ROATCE are to be measured on an absolute basis as included in the Company's approved 3-year forecast through the year ending December 31, 2026. |

  37. Long-Term Equity Incentives

    The CNG Committee approved the following equity awards granted to the NEOs in 2024:

  38. Long-Term Equity Incentives

    | NEO | Grant Date | Time-Based RSUs | PRSUs TSR (at Target) | PRSUs ROAA (at Target) | PRSUs ROATCE (at Target) | TOTAL | | David R. Morris (1) | 3/20/2024 | 9,493 | 4,747 | 2,373 | 2,373 | 18,986 | | Lynn Hopkins (2) | 3/20/2024 | 5,634 | 2,816 | 1,409 | 1,409 | 11,268 | | Johnny Lee (1) | 3/20/2024 | 8,221 | 4,110 | 2,055 | 2,055 | 16,441 | | Gary Fan (1) | 3/20/2024 | 3,944 | 1,972 | 986 | 986 | 7,888 | | Jeffrey Yeh (1) | 3/20/2024 | 3,978 | 1,989 | 994 | 994 | 7,956 |

  39. Long-Term Equity Incentives

    | (1) Amounts do not include awards for Messrs. Morris, Lee, Fan and Yeh for the equity-settled component of their 2023 annual incentives, which were RSUs granted on 2/21/24 with an annual vesting schedule over three years. | | (2) Amounts do not include RSUs granted on 4/22/24 with an annual vesting over five years in connection with Ms. Hopkins employment agreement as CFO. |

  40. Employment Agreements

    Employment Agreements We have entered into employment agreements with Ms. Hopkins and Messrs. Morris, Lee, Fan and Yeh, which generally describe the position and duties of each of these NEOs, provide for a specified term of employment, describe base salary, bonus opportunity and other benefits and perquisites to which such NEO is entitled, if any, set forth the duties and obligations of each party in the event of a termination of employment prior to expiration of the employment term and provide us with a measure of protection by obligating these NEOs to abide by the terms of restrictive covenants during the terms of their employment and thereafter for a specified period of time. Mr. David R. Morris. Our employment agreement with Mr. Morris, dated as of April 12, 2017, as amended, provides for a term of three years, with an automatic renewal for successive one-year periods unless either party provides written notice of nonrenewal at least three months prior to the extension date. The agreement provides for an annual salary, subject to periodic adjustment by our Board, stock options, discretionary bonus, reimbursement of automobile expenses, expense reimbursement, medical insurance coverage, and other benefit plans. If Mr. Morris is terminated by us without cause prior to a change-in-control, Mr. Morris would receive a severance payment in the amount of twelve (12) months of his then current salary, in the form of salary continuation. Following a change of control, if Mr. Morris' employment is terminated by us or our successor, without cause, or Mr. Morris' employment is terminated due to a material adverse alteration, Mr. Morris would receive (x) a severance payment in the amount of eighteen (18) months of his then current salary, (y) continuation of his medical and dental insurance coverage for eighteen (18) months or until he has found employment (whichever occurs first), and (z) continued exercisability of vested options through the end of the option term. Such agreement was amended during 2024 to, among other things, (i) clarify that a change-in-control severance payment shall terminate the employment agreement and the executive's employment with the Company and the Bank in all respects, and (ii) provide that following a change of control, if Mr. Morris’ employment is terminated by us or our successor, without cause, or Mr. Morris’ employment is terminated due to a material adverse alteration, Mr. Morris would also receive 100% of his annual target bonus in the year of termination. Mr. Morris entered into an Agreement and Release of Claims, dated February 26, 2025 (the “Retirement Agreement”), that set forth the terms of his retirement and related voluntary termination of his employment. The Retirement Agreement provides that Mr. Morris will retire and voluntary terminate his employment following the Annual Meeting. In connection with his retirement, Mr. Morris agreed to a retirement package that supersedes the foregoing and provides, among other things, (v) a separation payment equal to his then current base salary through May 31, 2025, (x) reimbursement of his and his spouse’s Medicare costs through December 31, 2025, or until he has found employment (whichever occurs first), (y) the continued vesting of all unvested equity awards during his tenure on the Board of Directors of the Company and the Bank or immediate vesting should his membership on the Boards cease for any reason, and (z) in the event a change-in-control occurs in 2025, a payment equal to his most recent annual salary and immediate vesting of all of his then existing equity awards. Mr. Johnny Lee. Our employment agreement with Mr. Lee, dated as of July 20, 2023, as amended, provides for a term of three years, with an automatic renewal for successive one-year periods unless either party provides written notice of nonrenewal at least three months prior to the extension date. The agreement provides for an annual salary, subject to periodic adjustment by our Board, restricted stock units, discretionary bonus, reimbursement of automobile expenses, expense reimbursement, medical insurance coverage and other benefit plans. If Mr. Lee is terminated by us without cause prior to a change-in-control, Mr. Lee would receive a severance payment in the amount of twelve (12) months of his then current salary, in the form of salary continuation. Following a change of control, if Mr. Lee's employment is terminated by us or our successor, without cause, or Mr. Lee's employment is terminated due to a material adverse alteration, Mr. Lee would receive (x) a severance payment in the amount of eighteen (18) months of his then current salary, (y) continuation of his medical and dental insurance coverage for eighteen (18) months or until he has found employment (whichever occurs first), and (z) the right to be issued any vested shares of stock under then existing RSU awards. Such agreement was amended during 2024, to, among other things, (i) clarify that a change-in-control severance payment shall terminate the employment agreement and the executive's employment with the Company and the Bank in all respects, and (ii) provide that following a change of control, if Mr. Lee’s employment is terminated by us or our successor, without cause, or Mr. Lee’s employment is terminated due to a material adverse alteration, Mr. Lee would also receive 100% of his annual target bonus in the year of termination. Mr. Lee's employment agreement has been amended to clarify that effective January 1, 2025, Mr. Lee's duties include all ordinary and reasonable duties customarily performed by the full-time president and CEO of a bank. Ms. Lynn Hopkins. Our employment agreement with Ms. Hopkins, dated as of April 22, 2024, provides for a term ending April 30, 2027, with an automatic renewal for successive one-year periods unless either party provides written notice of nonrenewal at least three months prior to the extension date. The agreement provides for an annual salary, subject to periodic adjustment by our Board, restricted stock units, discretionary bonus, reimbursement of automobile expenses, expense reimbursement, medical insurance coverage and other benefit plans. If Ms. Hopkins is terminated by us without cause prior to a change-in-control, Ms. Hopkins would receive a severance payment in the amount of six (6) months of her then current salary, in the form of salary continuation. Following a change of control, if Ms. Hopkins' employment is terminated by us or our successor, without cause, or Ms. Hopkins' employment is terminated due to a material adverse alteration, Ms. Hopkins would receive (y) a severance payment in the amount of twelve (12) months of her then current salary plus 100% of her annual target bonus in the year of termination and (z) continuation of her medical and dental insurance coverage for twelve (12) months or until she has found employment (whichever occurs first).

  41. Employment Agreements

    Mr. Gary Fan. Our employment agreement with Mr. Fan, dated as of March 22, 2023, as amended, provides for a term ending on December 4, 2025, with an automatic renewal for successive one-year periods unless either party provides written notice of nonrenewal at least three months prior to the extension date. The agreement provides for an annual salary, subject to periodic adjustment by our Board, stock options, discretionary bonus, reimbursement of automobile expenses, expense reimbursement, medical insurance coverage, and other benefit plans. If Mr. Fan is terminated by us without cause prior to a change-in-control, Mr. Fan would receive a severance payment in the amount of six (6) months of his then current salary, in the form of salary continuation. Following a change of control, if Mr. Fan’s employment is terminated by us or our successor, without cause, or Mr. Fan’s employment is terminated due to a material adverse alteration, Mr. Fan would receive (x) a severance payment in the amount of twelve (12) months of his then current salary, (y) continuation of his medical and dental insurance coverage for twelve (12) months or until he has found employment (whichever occurs first), and (z) continued exercisability of vested options through the end of the option term. Such agreement was amended during 2024 to, among other things, (i) clarify that a change-in-control severance payment shall terminate the employment agreement and the executive's employment with the Company and the Bank in all respects, and (ii) provide that following a change of control, if Mr. Fan’s employment is terminated by us or our successor, without cause, or Mr. Fan’s employment is terminated due to a material adverse alteration, Mr. Fan would also receive 100% of his annual target bonus in the year of termination. Mr. Jeffrey Yeh. Our employment agreement with Mr. Yeh, dated as of April 12, 2017, as amended, provides for a term of three years, with an automatic renewal for successive one-year periods unless either party provides written notice of nonrenewal at least three months prior to the extension date. The agreement provides for an annual salary, subject to periodic adjustment by our Board, stock options, discretionary bonus, reimbursement of automobile expenses, expense reimbursement, medical insurance coverage, and other benefit plans. If Mr. Yeh is terminated by us without cause prior to a change-in-control, Mr. Yeh would receive a severance payment in the amount of twelve (12) months of his then current salary, in the form of salary continuation. Following a change of control, if Mr. Yeh’s employment is terminated by us or our successor, without cause, or Mr. Yeh's employment is terminated due to a material adverse alteration, Mr. Yeh would receive (x) a severance payment in the amount of twelve (12) months of his then current salary, (y) continuation of his medical and dental insurance coverage for twelve (12) months or until he has found employment (whichever occurs first), and (z) continued exercisability of vested options through the end of the option term. Such agreement was amended during 2024, among other things, to (i) clarify that a change-in-control severance payment shall terminate the employment agreement and the executive's employment with the Company and the Bank in all respects, and (ii) provide that following a change of control, if Mr. Yeh’s employment is terminated by us or our successor, without cause, or Mr. Yeh’s employment is terminated due to a material adverse alteration, Mr. Yeh would also receive 100% of his annual target bonus in the year of termination.

  42. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding each NEO's compensation from the Company and its subsidiaries for the fiscal years ended December 31, 2024, 2023 and 2022 (or their shorter period of employment with the Company and its subsidiaries) as reported in accordance with SEC requirements.

  43. Summary Compensation Table

    | Name | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | David R. Morris | 2024 | 670,017 | 67,400 | 467,133 | — | 121,320 | 61,233 | 1,387,103 | | Chief Executive Officer of the Company | 2023 | 619,026 | — | 159,731 | — | 217,465 | 73,756 | 1,069,978 | | | 2022 | 594,580 | — | 62,495 | — | 479,244 | 47,235 | 1,183,555 | | Lynn Hopkins | 2024 | 407,083 | — | 382,741 | — | 150,000(4) | 30,388 | 970,212 | | Executive Vice President and Chief Financial Officer | 2023 | 22,820 | — | — | — | — | 1,500 | 24,320 | | Johnny Lee | 2024 | 583,628 | 58,400 | 360,925 | — | 47,795 | 37,670 | 1,088,418 | | President of the Company and President and Chief Executive Officer of the Bank | 2023 | 298,557 | 100,000(5) | 229,845 | — | 107,319 | 15,500 | 751,221 | | Gary Fan | 2024 | 350,000 | 35,000 | 198,634 | — | 50,596 | 31,599 | 665,829 | | Executive Vice President and Chief Operations Officer | 2023 | 325,000 | 25,000(6) | — | — | 98,804 | 79,250 | 528,054 | | | 2022 | 24,791 | 100,000(6) | — | 46,186 | — | — | 170,977 | | Jeffrey Yeh | 2024 | 353,000 | 35,300 | 195,188 | — | 46,695 | 37,067 | 667,250 | | Executive Vice President and Chief Credit Officer | 2023 | 323,136 | — | 51,682 | — | 90,096 | 33,483 | 498,397 | | | 2022 | 328,743 | — | 54,999 | — | 185,127 | 18,008 | 586,877 |

  44. Summary Compensation Table

    | (1) Amounts for 2024 represent (x) the equity-settled component of our 2023 annual incentive, which were RSUs granted with an annual vesting schedule over three years and (y) PRSUs with a cliff vesting to be measured in three years and RSUs with an annual vesting schedule over three years granted under our long-term incentive program in 2024. Amounts for 2023 represent the equity-settled component of our 2022 annual incentive which were RSUs granted with an annual vesting schedule over three years. Amounts for 2022 represent the equity-settled component of our 2021 annual incentive which were RSUs granted with an annual vesting schedule over three years. The awards shown are not cash compensation received by the NEO and may not correspond to the actual value that could be realized by the NEO. Instead, the amounts represent the grant date fair value of the RSUs computed for the corresponding fiscal year, in accordance with FASB ASC Topic 718. RSUs and PRSUs that are not related to TSR performance conditions are valued based on the closing price of our common stock on the date of the grant. PRSUs with a TSR performance condition are valued based on a Monte Carlo simulation model at date of grant. The grant date fair value of the PRSUs granted in 2024, if earned at the maximum performance level, would equal: $272,328 for Mr. Morris (compared to $181,552); $161,625 for Ms. Hopkins (compared to $107,750); $235,838 for Mr. Lee (compared to $157,225); $113,144 for Mr. Fan (compared to $75,429); and $114,119 for Mr. Yeh (compared to $76,079). | | (2) Amounts represent annual cash incentives earned in 2024, 2023 and 2022, which were paid in March 2025, February 2024 and January 2023, respectively, under our AIP. | | (3) "All Other Compensation" for the NEOs during fiscal year 2024 is summarized in the next table below. | | (4) Amount represents project-based incentives of $150,000 earned in 2024 based on performance goals, of which $125,000 was paid in June 2024 and $25,000 was paid in March 2025. | | (5) Amount represents a signing bonus of $100,000 under his employment agreement. | | (6) 2023 amount represents project-based incentives under Mr. Fan's employment agreement. 2022 amount represents a signing bonus of $100,000 under his employment agreement. |

  45. Summary Compensation Table

    | All Other Compensation 2024 | | | | | | | Name | Perquisites (1) | Company 401(k) Match (2) | Dividends (3) | BOLI Income (4) | Total "All Other Compensation" | | David R. Morris (5) | $37,021 | $12,470 | $4,699 | $7,043 | $61,233 | | Lynn Hopkins | $18,000 | $12,388 | $— | $— | $30,388 | | Johnny Lee | $18,000 | $13,909 | $5,761 | $— | $37,670 | | Gary Fan | $18,000 | $13,599 | $— | $— | $31,599 | | Jeffrey Yeh | $18,000 | $13,428 | $2,504 | $3,135 | $37,067 |

  46. Summary Compensation Table

    | (1) Amount reflects use of a Company-owned vehicle or car allowance/ fringe, housing allowance, and other personal benefits. | | (2) Amount reflects Company matching contribution under the 401(k) Plan. | | (3) Amount reflects cash dividends on vested equity awards. | | (4) Amount reflects BOLI reportable income. | | (5) Amount in Mr. Morris' perquisites includes $27,416 in housing allowances. |

  47. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows for the fiscal year ended December 31, 2024 certain information regarding grants of plan-based awards for our NEOs.

  48. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Grant Type | Grant Date | Threshold ($) (1) | Target ($) (1) | Maximum ($) (1) | Threshold (#) (2) | Target (#) (2) | Maximum (#) (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock Awards ($) (4) | | David R. Morris | | | $202,200 | $404,400 | $606,600 | — | — | — | — | — | | Chief Executive Officer of the Company | RSU | 2/21/2024(5) | — | — | — | — | — | — | 6,675 | $117,080 | | | RSU | 3/20/2024 | — | — | — | — | — | — | 9,493 | 168,501 | | | PRSU | 3/20/2024 | | | | 4,747 | 9,493 | 14,240 | — | 181,552 | | Lynn Hopkins | | | $102,500 | $205,000 | $307,500 | — | — | — | — | — | | Executive Vice President and Chief Financial Officer | RSU | 3/20/2024 | — | — | — | — | — | — | 5,634 | $100,004 | | | PRSU | 3/20/2024 | — | — | — | 2,817 | 5,634 | 8,451 | — | 107,750 | | | RSU | 4/22/2024 (6) | — | — | — | — | — | — | 9,583 | 174,986 | | Johnny Lee | | | $175,200 | $350,400 | $525,600 | — | — | — | — | — | | President of the Company and President and Chief Executive Officer of the Bank | RSU | 2/21/2024(5) | — | — | — | — | — | — | 3,294 | $57,777 | | | RSU | 3/20/2024 | — | — | — | | | | 8,221 | 145,923 | | | PRSU | 3/20/2024 | — | — | — | 4,111 | 8,221 | 12,332 | — | 157,225 | | Gary Fan | | | $70,000 | $140,000 | $210,000 | — | — | — | — | — | | Executive Vice President and Chief Operations Officer | RSU | 2/21/2024(5) | — | — | — | — | — | — | 3,033 | $53,199 | | | RSU | 3/20/2024 | — | — | — | | | | 3,944 | 70,006 | | | PRSU | 3/20/2024 | — | — | — | 1,972 | 3,944 | 5,916 | — | 75,429 | | Jeffrey Yeh | | | $70,600 | $141,200 | $211,800 | — | — | — | — | — | | Executive Vice President and Chief Credit Officer | RSU | 2/21/2024(5) | — | — | — | — | — | — | 2,765 | $48,498 | | | RSU | 3/20/2024 | — | — | — | — | — | — | 3,978 | 70,610 | | | PRSU | 3/20/2024 | — | — | — | 1,989 | 3,978 | 5,967 | — | 76,079 |

  49. Grants of Plan-Based Awards

    | (1) Represents threshold, target and maximum opportunity under the Company's AIP. Our Annual Incentive Plan is discussed under the caption "Annual Incentive Plan" in this CD&A. The amounts of the estimated future payouts under the non-equity incentive plans column represent each executive's opportunities in the event the Company met certain targets in 2024 pursuant to the terms of the AIP. | | (2) Represents the threshold, target and maximum number of PRSUs that our NEOs can earn in respect to their 2024 PRSU grants under our 2017 Plan. These PRSUs are discussed above under the caption “Long-Term Equity Incentives” in this CD&A. | | (3) Amounts shown in this column reflect the number of RSUs granted under the 2017 Plan to the NEOs in 2024. These RSUs are discussed above under the caption “Long-Term Equity Incentives” in this CD&A. | | (4) See footnote 2 to the Summary Compensation Table on page 30 for additional information regarding the grant date fair value of the PRSUs and RSUs. The grant date fair value of each equity award is computed in accordance with FASB ASC Topic 718. The closing price of our common stock on the grant dates was $17.54 on February 21, 2024, $17.75 on March 20, 2024 and $18.26 on April 22, 2024 and a valuation of $20.50 on March 20, 2024 for PRSUs that have a market condition. The value for the PRSUs in this column is based on the estimated future payouts under equity incentive plan awards if earned at the target performance level. All RSUs and PRSUs were granted under the 2017 Plan. | | (5) Represents RSUs granted in 2024 in respect of the equity-settled component of each NEO’s 2023 annual incentive under the AIP, which was determined to be 35% of the total award. | | (6) Represents RSUs granted to Ms. Hopkins with her appointment as CFO. |

  50. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information for each of our NEOs regarding outstanding stock options and stock awards held by the NEOs as of December 31, 2024. Market values of RSUs and PRSUs are based on our closing stock price of $20.49 on December 31, 2024.

  51. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | Equity Incentive Plan Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares, or Units That Have Not Vested (#) (1) | Market Value of Shares, or Units That Have Not Vested ($) (2) | Number of Shares, or Units That Have Not Vested (#) (3) | Market Value of Shares, or Units That Have Not Vested ($) (2) | | David R. Morris | 1/19/2022 | — | — | $— | — | 767(5) | $15,716 | — | — | | | 1/18/2023 | — | — | — | — | 5,204(6) | 106,630 | — | — | | | 2/21/2024 | — | — | — | — | 6,675(7) | 136,771 | — | — | | | 3/20/2024 | — | — | — | — | 9,493(7) | 194,512 | — | — | | | 3/20/2024 | — | — | — | — | — | — | 9,493 | $194,512 | | Lynn Hopkins | 3/20/2024 | — | — | $— | — | 5,634(7) | $115,441 | — | — | | | 3/20/2024 | — | — | — | — | — | — | 5,634 | $115,441 | | | 4/22/2024 | — | — | — | — | 9,583(8) | 196,356 | — | — | | Johnny Lee | 7/20/2023 | — | — | $— | — | 11,000(6) | $225,390 | — | — | | | 2/21/2024 | — | — | — | — | 3,294(7) | 67,494 | — | — | | | 3/20/2024 | — | — | — | — | 8,221(7) | 168,448 | — | — | | | 3/20/2024 | — | — | — | — | — | — | 8,221 | $168,448 | | Gary Fan | 12/21/2022 | — | 18,000(4) | $21.17 | 12/21/2032 | | | | | | | 2/21/2024 | — | — | — | — | 3,033(7) | $62,146 | — | — | | | 3/20/2024 | — | — | — | — | 3,944(7) | 80,813 | — | — | | | 3/20/2024 | — | — | — | — | — | — | 3,944 | $80,813 | | Jeffrey Yeh | 1/19/2022 | — | — | $— | — | 675(5) | $13,831 | — | — | | | 1/18/2023 | — | — | — | — | 1,684(6) | 34,505 | — | — | | | 2/21/2024 | — | — | — | — | 2,765(7) | 56,655 | — | — | | | 3/20/2024 | — | — | — | — | 3,978(7) | 81,509 | — | — | | | 3/20/2024 | — | — | — | — | — | — | 3,978 | $81,509 |

  52. Outstanding Equity Awards at Fiscal Year End

    | (1) Represents unvested RSUs held by the NEOs as of December 31, 2024. All RSUs are accelerated and vest in full upon a change-in-control of the Company provided only cash consideration is received in the change-in-control. In all cases, vesting generally is subject to continued service with the Company or one of its subsidiaries through the applicable vesting date. | | (2) Market value was determined using the December 31, 2024, closing price of the Company’s common stock of $20.49 per share. | | (3) Represents the target number of PRSUs held by the NEOs as of December 31, 2024, of which 50% are based on a market performance condition and 50% are based on an absolute performance condition. Any earned PRSUs generally vest on a date after the Company's consolidated financial statements for the year ended December 31, 2026, has been filed with the SEC on Form 10-K in the first quarter of 2027, and subject to the NEO’s continued service with the Company or one of its subsidiaries on the applicable vesting date. | | (4) Represents options granted to Mr. Fan on December 21, 2022. These options vest in five equal installments from the anniversary of the date of the grant subject to Mr. Fan’s continued service with the Company or one of its subsidiaries on the applicable vesting date. | | (5) 100% of the unvested shares granted on 1/19/2022 vest on its anniversary date in 2025. | | (6) 50% of the unvested shares granted on 1/18/23 and 7/20/23 vest on their respective anniversary dates in 2025 and 2026. | | (7) 33.3% of the unvested shares granted on 2/21/24 and 3/20/24 vest on their respective anniversary date in 2025, 2026 and 2027. | | (8) 20% of the unvested shares granted on 4/22/24 vest on its anniversary date in 2025, 2026, 2027, 2028, and 2029. |

  53. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table shows for the fiscal year ended December 31, 2024 certain information regarding option exercises and stock vested for our NEOs.

  54. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized Upon Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Name | (#) | ($)(1) | (#) | ($) (2) | | David R. Morris | — | — | 3,370 | $59,313 | | Chief Executive Officer of the Company | | | | | | Lynn Hopkins | — | — | — | — | | Executive Vice President and Chief Financial Officer | | | | | | Johnny Lee | — | — | 5,500 | $119,185 | | President of the Company and President and Chief Executive Officer of the Bank | | | | | | Gary Fan | 6,000 | $13,745 | — | — | | Executive Vice President and Chief Operations Officer | | | | | | Jeffrey Yeh | — | — | 1,517 | $26,657 | | Executive Vice President and Chief Credit Officer | | | | |

  55. Option Exercises and Stock Vested Table

    | (1) The value realized upon exercise of options is calculated by multiplying the number of options exercised by the difference between closing price of our common stock on the exercise date and the exercise price. |

  56. Option Exercises and Stock Vested Table

    | (2) The value realized upon vesting of RSUs is calculated by multiplying the number of RSUs vested by the closing price of our common stock on the vesting date. |

  57. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control The following presents information concerning estimated payments and benefits that would be provided in certain circumstances for each of the NEOs serving as of the end of the fiscal year ending December 31, 2024. Unless otherwise stated, the payments and benefits set forth below are estimated assuming that the termination of employment or change-in-control event occurred on the last business day of our fiscal year ending December 31, 2024 using the closing market price per share of our common stock on that date. Actual payments and benefits could be different if such events were to occur on any other date or at any other price or if any other assumptions are used to estimate potential payments and benefits. We have entered into certain agreements with each of our NEOs that provide our NEOs with severance protections. The employment agreements provide that the NEOs will be eligible for severance benefits in certain circumstances following a termination of employment without cause, whether or not in connection with a change-in-control. Under the employment agreements, if the executive’s employment is terminated by us following a “change-in-control,” or the executive terminated employment due to a material adverse alteration following "a change-in-control” (each, as defined in the employment agreement) then the executive will be entitled to receive the following severance payments and benefits:

  58. Potential Payments upon Termination or Change-in-Control

    | ● | in the case of Messrs. Morris and Lee, payment in an amount equal to eighteen (18) months of the executive's then current salary and 100% of the executive's annual target bonus in the year of termination; |

  59. Potential Payments upon Termination or Change-in-Control

    | ● | in the case of Ms. Hopkins and Messrs. Fan and Yeh payment in an amount equal to twelve (12) months of the executive's then current salary and 100% of the executive's annual target bonus in the year of termination; |

  60. Potential Payments upon Termination or Change-in-Control

    | ● | in the case of Messrs. Morris and Lee, continuation of the executive's medical and dental insurance coverage for eighteen (18) months or until the executive has found employment, whichever occurs earlier; |

  61. Potential Payments upon Termination or Change-in-Control

    | ● | in the case of Ms. Hopkins and Messrs. Fan and Yeh continuation of the executive's medical and dental insurance coverage for twelve (12) months or until the executive has found employment, whichever occurs earlier; and |

  62. Potential Payments upon Termination or Change-in-Control

    | ● | the executive's then vested stock option awards will be exercisable over the remaining term of the awards, subject to acceleration in specified circumstances. |

  63. Potential Payments upon Termination or Change-in-Control

    Additionally, all unvested awards issued under the 2017 Plan will vest in full upon a change-in-control, provided that with respect to awards that vest based on the achievement of performance goals, each executive is entitled to the number of performance shares in proportion to the number of full months of participation that have lapsed during the performance period. Notwithstanding the foregoing, RSUs do not automatically vest in a change-in-control unless the consideration paid in the change-in-control is only cash. In addition, if an executive is terminated, prior to a change-in-control, by the Company or Bank without “cause,” then the executive will be entitled to payment of base salary for one year, for Messrs. Morris, Lee and Yeh, or six (6) months for Ms. Hopkins and Mr. Fan, in the form of salary continuation. The severance payments and benefits described above are subject to the executive’s execution and non-revocation of a general release of claims in favor of the Company and the Bank and continued compliance with confidentiality requirements. The following tables and discussion reflect the value of termination payments that each of Messrs. Morris, Lee, Fan and Yeh and Ms. Hopkins who were the NEOs serving at December 31, 2024, would receive under their employment agreements, if they had terminated employment on December 31, 2024 under the circumstances shown. The tables do not include accrued salary and benefits, or certain amounts that the executive would be entitled to receive under plans or arrangements that do not discriminate in scope, terms, or operation, in favor of our executive officers and that are generally available to all salaried employees. For additional information, please see the section above entitled “Employment Agreements.”

  64. Potential Payments upon Termination or Change-in-Control

    | Assumptions: | | | Date of termination | 12/31/24 | | Stock Price at Year End | $20.49 |

  65. Potential Payments upon Termination or Change-in-Control

    | David R. Morris | | | | | | | | | | Chief Executive Officer of the Company | | | | | | | | | | Executive Benefits (1) | Termination for Cause | Voluntary Termination | Death | Disability | Retirement | Termination Without Cause Prior to a Change-in-Control | Change-in-Control (Single-Trigger) | Termination Without Cause or by Executive due to a Material Adverse Alteration Following a Change-in-Control | | Accelerated Stock Options (2) | $— | $— | $— | $— | $— | $— | $— | $— | | Severance (3) | $— | $— | $168,500 | $168,500 | $— | $674,000 | $— | $1,415,400 | | Benefit Continuation | $— | $— | $— | $— | $— | $— | $— | $18,984 | | Accelerated RSUs (2)(4) | $— | $— | $453,628 | $453,628 | $— | $— | $453,628(6) | $453,628 | | Accelerated PRSUs (5) | $— | $— | $48,628 | $48,628 | $48,628 | $— | $48,628 | $— | | Bank Owned Life Insurance, Split Dollar | $— | $— | $2,844,200 | $— | $— | $— | $— | $— | | Total | $— | $— | $3,514,956 | $670,756 | $48,628 | $674,000 | $502,256 | $1,888,012 |

  66. Potential Payments upon Termination or Change-in-Control

    | Lynn Hopkins | | | | | | | | | | Executive Vice President and Chief Financial Officer | | | | | | | | | | Executive Benefits (1) | Termination for Cause | Voluntary Termination | Death | Disability | Retirement | Termination Without Cause Prior to a Change-in-Control | Change-in-Control (Single-Trigger) | Termination Without Cause or by Executive due to a Material Adverse Alteration Following a Change-in-Control | | Accelerated Stock Options (2) | $— | $— | $— | $— | $— | $— | $— | $— | | Severance (3) | $— | $— | $102,500 | $102,500 | $— | $205,000 | $— | $615,000 | | Benefit Continuation | $— | $— | $— | $— | $— | $— | $— | $20,592 | | Accelerated RSUs (2)(4) | $— | $— | $311,796 | $311,796 | $— | $— | $311,796(6) | $311,796 | | Accelerated PRSUs (5) | $— | $— | $28,860 | $28,860 | $28,860 | $— | $28,860 | $— | | Total | $— | $— | $443,156 | $443,156 | $28,860 | $205,000 | $340,656 | $947,388 |

  67. Potential Payments upon Termination or Change-in-Control

    | Johnny Lee | | | | | | | | | | President of the Company and President and Chief Executive Officer of the Bank | | | | | | | | | | Executive Benefits (1) | Termination for Cause | Voluntary Termination | Death | Disability | Retirement | Termination Without Cause Prior to a Change-in-Control | Change-in-Control (Single-Trigger) | Termination Without Cause or by Executive due to a Material Adverse Alteration Following a Change-in-Control | | Accelerated Stock Options (2) | $— | $— | $— | $— | $— | $— | $— | $— | | Severance (3) | $— | $— | $145,906 | $145,906 | $— | $583,625 | $— | $1,225,613 | | Benefit Continuation | $— | $— | $— | $— | $— | $— | $— | $12,656 | | Accelerated RSUs (2)(4) | $— | $— | $461,332 | $461,332 | $— | $— | $461,332(6) | $461,332 | | Accelerated PRSUs (5) | $— | $— | $42,112 | $42,112 | $42,112 | $— | $42,112 | $— | | Total | $— | $— | $649,351 | $649,351 | $42,112 | $583,625 | $503,444 | $1,699,601 |

  68. Potential Payments upon Termination or Change-in-Control

    | Gary Fan | | | | | | | | | | Executive Vice President and Chief Operations Officer | | | | | | | | | | Executive Benefits (1) | Termination for Cause | Voluntary Termination | Death | Disability | Retirement | Termination Without Cause Prior to a Change-in-Control | Change-in-Control (Single-Trigger) | Termination Without Cause or by Executive due to a Material Adverse Alteration Following a Change-in-Control | | Accelerated Stock Options (2) | $— | $— | $— | $— | $— | $— | $— | $— | | Severance (3) | $— | $— | $87,500 | $87,500 | $— | $175,000 | $— | $490,000 | | Benefit Continuation | $— | $— | $— | $— | $— | $— | $— | $29,667 | | Accelerated RSUs (2)(4) | $— | $— | $142,959 | $142,959 | $— | $— | $142,959(6) | $142,959 | | Accelerated PRSUs (5) | $— | $— | $20,203 | $20,203 | $20,203 | $— | $20,203 | $— | | Total | $— | $— | $250,662 | $250,662 | $20,203 | $175,000 | $163,162 | $662,625 |

  69. Potential Payments upon Termination or Change-in-Control

    | Jeffrey Yeh | | | | | | | | | | Executive Vice President and Chief Credit Officer | | | | | | | | | | Executive Benefits (1) | Termination for Cause | Voluntary Termination | Death | Disability | Retirement | Termination Without Cause Prior to a Change-in-Control | Change-in-Control (Single-Trigger) | Termination Without Cause or by Executive due to a Material Adverse Alteration Following a Change-in-Control | | Accelerated Stock Options (2) | $— | $— | $— | $— | $— | $— | $— | $— | | Severance (3) | $— | $— | $88,250 | $88,250 | $— | $353,000 | $— | $494,200 | | Benefit Continuation | $— | $— | $— | $— | $— | $— | $— | $19,592 | | Accelerated RSUs (2)(4) | $— | $— | $186,500 | $186,500 | $— | $— | $186,500(6) | $186,500 | | Accelerated PRSUs (5) | $— | $— | $20,377 | $20,377 | $20,377 | $— | $20,377 | $— | | Bank Owned Life Insurance, Split Dollar | $— | $— | $2,503,262 | $— | $— | $— | $— | $— | | Total | $— | $— | $2,798,390 | $295,127 | $20,377 | $353,000 | $206,877 | $700,292 |

  70. Potential Payments upon Termination or Change-in-Control

    | (1) The above table does not include amounts for stock option awards or RSUs that are fully vested, earned salary, and accrued vacation as those items are earned and due to the employee regardless of such termination or change-in-control events. It also does not include amounts payable under group life insurance coverage, our accidental death and dismemberment coverage or our business travel accident coverage, which are programs available to all employees. Each form of payment is mutually exclusive based on the individual circumstances or events and therefore represents a single payment and should not be added together. Furthermore, for Mr. Morris, the above table does not reflect the potential effects of the Retirement Agreement discussed in the “Employment Agreements” section. | | (2) Represents in-the-money value of accelerated stock options or RSUs based on the closing price of our common stock on December 31, 2024 of $20.49. Upon a termination due to death or disability, RSUs will accelerate and vest. Upon a change-in-control, stock options and RSUs will accelerate (with RSUs accelerating if only cash is received in the change-in-control). | | (3) The NEO employment agreements provide that in the event of a termination without cause prior to a change-in-control, each of Messrs. Morris, Yeh and Lee is entitled to receive a severance payment in an amount equal to twelve (12) months of the NEO's then current salary and Ms. Hopkins and Mr. Fan are entitled to receive a severance payment in an amount equal to six (6) months of the NEO's then current salary. Messrs. Fan and Yeh's employment agreements provide that in the event of a termination without cause or the NEO's employment is terminated due to a material adverse alteration, in either case, following a change-in-control, each NEO is entitled to receive a severance payment in an amount equal to twelve (12) months of their then current salary and 100% of their annual target bonus in the year of termination plus one year of continued medical and dental insurance coverage or until they have found employment, whichever occurs earlier. Messrs. Morris and Lee's employment agreements provide that in the event of a termination without cause or the NEO's employment is terminated due to a material adverse alteration, in either case, following a change-in-control, each NEO is entitled to receive a severance payment in an amount equal to eighteen (18) months of their then current salary and 100% of their annual target bonus in the year of termination plus eighteen (18) months continued medical and dental insurance coverage or until they have found employment, whichever occurs earlier. In the case of a termination of employment due to death or disability, the NEO employment agreements provide for a severance payment equal to three (3) months of the NEO's annual base salary. The terms “cause,” “change-in-control,” and “disability” have the meanings set forth in each NEO's employment agreement. The NEO employment agreements define “material adverse alteration” as (i) a material breach of the employment agreement by the Bank, (ii) a change in the executive's status or position or responsibilities that represents a demotion from their status, title, position and responsibilities, or the assignment to any significant duties which are inconsistent with such status, title or position, (iii) a reduction by the Bank in their base annual salary, or (iv) requiring the executive to be based anywhere other than the greater Los Angeles area. | | (4) Includes the equity-settled component of the executive's 2021, 2022 and 2023 annual incentive, which were RSUs granted with an original annual vesting schedule of 3 years. Such amounts are $343,884 for Mr. Morris, $405,579 for Mr. Lee, $62,146 for Mr. Fan, and $149,905 for Mr. Yeh. | | (5) Represents the accelerated value of PRSUs, pro-rated based on the portion of the performance period that has lapsed as of December 31, 2024. | | (6) Based on a change-in-control where the holders of the Company's common stock receive only cash consideration for their common stock in consummation of the change-in-control. |

  71. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and the related SEC rule, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. For fiscal year ended December 31, 2024:

  72. CEO Pay Ratio

    | ● | the median of the annual total compensation of all employees of the Company (other than our CEO) was $65,962; and |

  73. CEO Pay Ratio

    | ● | the annual total compensation of our CEO, as reported in the “Summary Compensation Table” included in this Proxy Statement, was $1,387,103. |

  74. CEO Pay Ratio

    | ● | Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees was 21:1. |

  75. CEO Pay Ratio

    To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:

  76. CEO Pay Ratio

    | ● | Selection of Determination Date. We determined that, as of December 31, 2024, we had 374 employees. |

  77. CEO Pay Ratio

    | ● | Identification of Median Employee. To identify the “median employee” from our employee population, we reviewed the 2024 total compensation of our employees. Total compensation includes base salary, overtime pay, bonus, equity awards, 401(k) employer match and vested RSUs as reflected in the 2024 annual compensation statements provided to each employee as part of the year-end compensation process. We identified our median employee, excluding the CEO, using this compensation measure, which was consistently applied to all our employees included in the calculation. We did not make any cost-of-living adjustments in identifying the “median employee.” |

  78. CEO Pay Ratio

    | ● | Calculation of Annual Total Compensation. Once we identified our median employee, we combined all the elements of such employee’s compensation for fiscal year ended December 31, 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $65,962. |

  79. CEO Pay Ratio

    For our CEO’s annual total compensation, we used the amount reported in the “Total” column of the “Summary Compensation Table” included in this Proxy Statement.

  80. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive “Compensation Actually Paid” (“CAP”) (as calculated in accordance with SEC rules) and certain Company performance for the fiscal years listed below. You should refer to the CD&A in this Proxy Statement for a complete description of how executive compensation relates to Company performance and how the CNG Committee makes its decisions. The CNG Committee did not consider the pay-versus-performance disclosure below in making its pay decisions for any of the fiscal years shown.

  81. Pay Versus Performance Disclosure

    | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation Table Total for David R. Morris | Compensation Actually Paid to David R. Morris(1) | Summary Compensation Table Total for Alan Thian(2) | Compensation Actually Paid to Alan Thian (2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(1) | Total Shareholder Return | Peer Group Total Shareholder Return (4) | Net Income (in millions) | Diluted EPS (5) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (h) | | 2024 | $1,387,103 | $1,452,466 | $— | $— | $847,927 | $902,246 | $112.07 | $130.90 | $26.67 | $1.47 | | 2023 | $1,069,978 | $1,054,900 | $— | $— | $504,569 | $478,144 | $100.94 | $115.64 | $42.47 | $2.24 | | 2022 | $1,183,555 | $1,159,843 | $1,444,211 | $(6,994) | $573,828 | $562,213 | 105.60 | 116.09 | $64.33 | $3.33 | | 2021 | $— | $— | $3,414,552 | $4,065,310 | $733,089 | $906,520 | 129.57 | 124.74 | $56.91 | $2.86 | | 2020 | $— | $— | $2,703,159 | $2,505,720 | $577,408 | $571,663 | 74.30 | 91.29 | $32.93 | $1.65 |

  82. Pay Versus Performance Disclosure

    | (1) Amounts represent compensation actually paid to the applicable CEO and the average CAP to our remaining NEOs for the relevant fiscal year, as determined under SEC rules. Compensation actually paid to our CEOs and other NEOs represents the “Total” compensation reported in the Summary Compensation Table reduced by the grant date value of all equity incentive compensation for the applicable fiscal year and then adjusted for the value of certain items discussed below. Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate CAP consist of: |

  83. Pay Versus Performance Disclosure

    | Summary Compensation Table Amount for CEO David R. Morris | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation from Summary Compensation Table | $1,387,103 | $1,069,978 | $1,183,555 | $— | $— | | Adjustments for Pension | | | | | | | Adjustment for Summary Compensation Table Pension | — | — | — | — | — | | Amount added for current year service cost | — | — | — | — | — | | Amount added for prior service cost impacting current year | — | — | — | — | — | | Total Adjustments for Pension | $— | $— | $— | $— | $— | | Adjustments for Equity Awards | | | | | | | Adjustment for grant date values in the Summary Compensation Table | (467,133) | (159,731) | (62,495) | — | — | | Year-end fair value of unvested awards granted in the current year | 528,689 | 148,645 | 47,976 | — | — | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | 8,658 | (2,777) | (9,517) | — | — | | Fair values at vest date for awards granted and vested in current year | — | — | | — | — | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | (4,851) | (1,215) | 324 | — | — | | Forfeitures during current year equal to prior year-end fair value | — | — | | — | — | | Dividends or dividend equivalents not otherwise included in the total compensation | — | — | | — | — | | Total Adjustments for Equity Awards | $65,363 | $(15,078) | $(23,712) | $— | $— | | Compensation Actually Paid (as calculated) | $1,452,466 | $1,054,900 | $1,159,843 | $— | $— |

  84. Pay Versus Performance Disclosure

    | Summary Compensation Table Amount for CEO Alan Thian | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation from Summary Compensation Table | $— | $— | $1,444,211 | $3,414,552 | $2,703,159 | | Adjustments for Pension | | | | | | | Adjustment for Summary Compensation Table Pension | — | — | — | — | — | | Amount added for current year service cost | — | — | — | — | — | | Amount added for prior service cost impacting current year | — | — | — | — | — | | Total Adjustments for Pension | $— | $— | $— | $— | $— | | Adjustments for Equity Awards | | | | | | | Adjustment for grant date values in the Summary Compensation Table | — | — | (408,405) | (1,064,400) | — | | Year-end fair value of unvested awards granted in the current year | — | — | — | 1,572,000 | — | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | — | — | — | — | (83,810) | | Fair values at vest date for awards granted and vested in current year | — | — | — | — | — | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | — | — | 5,200 | 143,158 | (113,629) | | Forfeitures during current year equal to prior year-end fair value | — | — | (1,048,000) | — | — | | Dividends or dividend equivalents not otherwise included in the total compensation | — | — | — | — | — | | Total Adjustments for Equity Awards | $— | $— | $(1,451,205) | $650,758 | $(197,439) | | Compensation Actually Paid (as calculated) | $- | $- | $(6,994) | $4,065,310 | $2,505,720 |

  85. Pay Versus Performance Disclosure

    | Average Summary Compensation Table Amount for NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation from Summary Compensation Table | $847,927 | $504,569 | $573,828 | $733,089 | $577,408 | | Adjustments for Pension | | | | | | | Adjustment for Summary Compensation Table Pension | — | — | — | — | — | | Amount added for current year service cost | — | — | — | — | — | | Amount added for prior service cost impacting current year | — | — | — | — | — | | Total Adjustments for Pension | $— | $— | $— | $— | $— | | Adjustments for Equity Awards | | | | | | | Adjustment for grant date values in the Summary Compensation Table | (284,372) | (93,703) | (49,993) | (41,396) | (13,842) | | Year-end fair value of unvested awards granted in the current year | 320,429 | 76,583 | 38,378 | 106,235 | 8,097 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | 9,449 | (6,268) | — | 83,828 | — | | Fair values at vest date for awards granted and vested in current year | — | — | — | — | — | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | 8,813 | (3,037) | — | 24,764 | — | | Forfeitures during current year equal to prior year-end fair value | — | — | — | — | — | | Dividends or dividend equivalents not otherwise included in the total compensation | — | — | — | — | — | | Total Adjustments for Equity Awards | $54,319 | $(26,425) | $(11,615) | $173,431 | $(5,745) | | Compensation Actually Paid (as calculated) | $902,246 | $478,144 | $562,213 | $906,520 | $571,663 |

  86. Pay Versus Performance Disclosure

    | (2) Effective April 8, 2022, Mr. Thian resigned from his positions as President and CEO of the Company and the Bank. | | (3) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average CAP for the following executives by year: | | 2024: Lynn Hopkins, Gary Fan, Johnny Lee, Jeffrey Yeh | | 2023: Alex Ko, Lynn Hopkins, Gary Fan, Johnny Lee, Vincent Liu | | 2022: Vincent Liu, Jeffrey Yeh, Tsu Te Huang | | 2021: David R. Morris, Vincent Liu, Tammy Song | | 2020: David R. Morris, Larsen Lee, Vincent Liu | | (4) Based on an initial investment of $100. The Peer Group used is the KBW Nasdaq Regional Banking Index. | | (5) Diluted EPS is a GAAP measure. |