DEF 14A of RBB Bancorp, Apr 10, 2026

DEF 14A of RBB Bancorp

Filed Apr 10, 2026 · FY20250001437749-26-011980

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. As reported in the Company's Current Report on Form 8-K filed with the SEC on April 6, 2026, Director Christopher Lin will retire from the Board effective immediately prior to the Annual Meeting. In order to maintain a Board that is representative of the communities we serve, Director William Bennett is not standing for re-election at the Annual Meeting, and our Board has approved a decrease in its size to nine (9) members as of the Annual Meeting. The Company is grateful for the time, effort, and commitment of each of Messrs. Lin and Bennett during their tenure on our Board of Directors. With the exception of Messrs. Lin and Bennett, the persons named in the table below have been nominated by our Board for election as directors to serve until the 2027 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 Ms. Geraldine Pannu, director for Processa Pharmaceuticals (NASDAQ: PCSA), and Mr. Scott Polakoff, director for BancPlus located in Ridgeland, Mississippi, 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, and year in which they began serving as a director of the Company or the Bank if prior to the Company’s formation in 2011.

  4. Board of Directors

    | Name | Age | Current Committees | Director Since | | Christina Kao | 40 | Chair of the Board; Audit; Compensation, Nominating and Governance; Information Technology; Enterprise Risk | 2019 | | William Bennett | 63 | Information Technology Chair; Audit; Community Reinvestment Act; Asset/Liability | 2023 | | Robert M. Franko | 78 | Directors Loan Chair; Compensation, Nominating and Governance; Asset/Liability; Enterprise Risk | 2023 | | Dr. James W. Kao | 80 | Directors Loan; Community Reinvestment Act; Asset/Liability | 2015 | | Johnny Lee | 63 | Directors Loan; Information Technology; Community Reinvestment Act; Asset/Liability; Enterprise Risk | 2025 | | Joyce Wong Lee | 72 | Community Reinvestment Act Chair; Compensation, Nominating and Governance; Directors Loan; Information Technology | 2022 | | Christopher Lin | 85 | Audit; Directors Loan; Community Reinvestment Act | 2010 | | David R. Morris | 65 | Asset/Liability Chair; Directors Loan; Information Technology; Enterprise Risk | 2022 | | Geraldine Pannu | 56 | Compensation, Nominating and Governance Chair; Directors Loan; Community Reinvestment Act; Information Technology | 2022 | | Scott Polakoff | 65 | Audit Chair; Compensation, Nominating and Governance; Directors Loan; Enterprise Risk | 2023 | | Frank Wong | 56 | Enterprise Risk Chair; Audit; Information Technology; Asset/Liability | 2023 |

  5. 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. Our Board currently is comprised of eleven (11) members, and as described above, the size of our Board will be reduced to nine (9) members as of the Annual Meeting. 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. Lee, President and Chief Executive Officer ("CEO") of the Company and Bank, and Mr. Morris, the former CEO of the Company (retired May 22, 2025), 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 and CEO of the Company and 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 over 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.

  6. 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 a director of the Company and has served in executive positions with the Company and Bank from 2010 to May 2025. From January 2025 to May 2025, he served as CEO of the Company. 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 extensive bank regulatory expertise having served more than 25 years as a federal banking regulator (1983 to 2009), 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 through November 2025, when he tendered his resignation. In January 2026 Mr. Polakoff was appointed to the board of directors for BancPlus and its primary operating subsidiary, BankPlus, located in Ridgeland, Mississippi. Mr. Polakoff is also a Founder and proposed board member of UKG National Trust Bank (in formation), New Jersey, for which the OCC has granted Preliminary Conditional Approval of this national trust bank application. 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 served as a member of the New Orleans Police Department’s Community Advisory Board (2021 to 2026) and was appointed to a two-year term on 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.

  7. 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.

  8. Director Compensation

    Director Compensation Director compensation includes three components: (a) a monthly cash retainer; (b) a payment at the end of the 12-month service period, referred to as the “Annual Service Period Retainer”, consisting of (i) a set dollar value and (ii) a set number of restricted stock units (RSUs); and (c) an additional RSU equity award, all of which immediately vest on the date of grant, for Board members who serve as the Board Chair, a Committee Chair, or Corporate Secretary. The amounts and/or the basis for these amounts are generally set at the beginning of the 12-month service period. The 12-month service period has been defined as June 1 of the current year to May 31 of the following year to align the end of the service period with the election of directors, which typically occurs annually in the month of May. Non-employee directors who join the Board during a 12-month service period receive the Annual Service Period Retainer pro-rated for the portion of the service period that they serve. In addition, with respect to the dollar value earned within the Annual Service Period Retainer, each director may elect to be paid this value in (x) 100% immediately vested RSUs, or (y) a combination of immediately vested RSUs and cash; this election is referred to as the “Director's Equity Award Election”. 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) for June 2024 to May 2025, the payment was in May 2025, and (b) for June 2025 to May 2026, the payment will be in May 2026. For the 12-month service period ending May 31, 2025, the non-employee director compensation initially included: (a) monthly cash retainer, which ranged from $1,350 to $3,700 based on board attendance and/or committee assignments (see additional discussion below); (b) an Annual Service Period Retainer consisting of (i) a set value of $60,000 and (ii) an equity award of 1,400 RSUs, of which 50% vested immediately on the date of grant and 50% will vest one year after the date of grant; and (c) the additional RSU equity award for the Board Chair, Committee Chairs and Corporate Secretary consisting of 100 or 200 RSUs (depending on the role of the non-employee director). However, starting in January 2025, given the active engagement of all Board members and for administrative benefits, the Board optimized the Board expense process and moved from a per meeting fee payment program to a monthly retainer program. The monthly retainer for each non-employee director for January 2025 through May 2025 was determined based on their respective committee membership and other board/committee responsibilities for the 2024 service year, which resulted in a monthly retainer of $3,700 for the Chair of the Board Ms. Kao, $3,200 for Ms. Pannu and Mr. Polakoff, $2,900 for Mr. Franko, Ms. Lee and Dr. Kao, $2,600 for Messrs. Bennett and Wong, and $2,400 for Mr. Lin. Starting in June 2025, the Board approved an increase to the monthly retainer to $6,000 for the Chair of the Board and $5,000 for each other non-employee director with the expectation that the Annual Service Period Retainer may be a lower amount than the level paid for the service period ending in May 2025. These changes are not intended to materially increase or decrease non-employee director total compensation. Accordingly, for the 12-month service period ending May 31, 2026, the non-employee director compensation is expected to be as follows: (a) a monthly cash retainer of $6,000 for the Chair of the Board and $5,000 for all other non-employee directors; (b) an Annual Service Period Retainer consisting of (i) a value of $30,000, and (ii) an equity award of 1,400 RSUs, of which 50% will vest immediately on the date of grant and 50% will vest one year after the date of grant; and (c) the additional RSUs for Board Chair, Committee Chairs and Corporate Secretary consisting of 100 or 200 RSUs (depending on the role of the non-employee director). The following table sets forth the compensation we provided to each of our non-employee directors for the 2025 fiscal year, as reported in accordance with applicable SEC rules.

  9. Director Compensation

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | All Other Compensation (3) | Total | | Christina Kao | $120,500(4) | $26,352 | $597 | $147,449 | | William Bennett | 108,000(4) | 26,352 | 448 | 134,800 | | Robert M. Franko | 109,500(4) | 26,352 | 448 | 136,300 | | Dr. James W. Kao | 109,500(4) | 26,352 | 448 | 136,300 | | Joyce Wong Lee | 109,500(4) | 24,705 | 448 | 134,653 | | Christopher Lin | 107,000(4) | 23,058 | 448 | 130,506 | | David R. Morris | 35,000 | — | — | 35,000 | | Geraldine Pannu | 111,000(4) | 27,999 | 448 | 139,447 | | Scott Polakoff | 111,000(4) | 26,352 | 448 | 137,800 | | Frank Wong | 108,000(4) | 26,352 | 448 | 134,800 |

  10. Director Compensation

    | (1) Represents the aggregate monthly retainers plus the $60,000 value earned from the Annual Service Period Retainer for each non-employee director, which was subject to the Director's Equity Award Election. See also footnote (4). | | (2) The amounts reported in this column represent the grant date fair value of stock awards (all restricted stock units) granted on May 21, 2025, 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, 2025, included in our 2025 Annual Report. As of December 31, 2025, Ms. Kao, Mr. Bennett, Mr. Franko, Dr. Kao, Ms. Wong Lee, Ms. Pannu and Mr. Polakoff each held 700 RSUs, Dr. Lin held 700 RSUs and 10,000 vested stock options, and Mr. Morris held 13,379 RSUs. |

  11. Director Compensation

    | (3) All Other Compensation reflects bank owned life insurance benefits and cash dividends paid upon the vesting of equity awards. | | (4) Includes the $60,000 value earned that was elected to be received in the form of fully vested RSUs (the "Director's Equity Award Election"), with the remainder paid in cash. Through the Director’s Equity Award Election, Ms. Kao, Dr. Kao, and Ms. Wong Lee each received 3,642 shares in lieu of $60,000 in cash, Mr. Franko, Mr. Wong, Mr. Bennett, Mr. Lin and Ms. Pannu each received 1,821 shares in lieu of $30,000 cash and Mr. Polakoff received 2,732 shares in lieu of $45,000 in cash. |

  12. 2025 Highlights Executive Summary

    | 2025 Financial Highlights | | | ● Net income increased 20% from 2024 driven by higher net interest income ● Diluted EPS increased 25% from 2024 due to net income growth and impact of stock repurchase programs ● Net interest income increased 13% from 2024 driven by 5% average loan growth and 25 bps net interest margin expansion ● Pre-tax pre-provision income (1) increased 15% from 2024 ● Effective tax rate decreased by 110 bps from 2024 due to effective tax planning strategies ● Efficiency ratio improved by 94 basis points from 2024 due to operating leverage and expense controls ● Reduced NPLs by 45% and NPAs by 34% during 2025 ● Returned $25.3 million to stockholders through quarterly dividends and stock repurchases ● Increased tangible book value per share (2) 7.8% | | | 2025 Executive Compensation Highlights | Named Executive Officers | | 2025 Say-on-Pay Results: 97% approval of compensation program. Shareholder Outreach: Continued and enhanced shareholder outreach program, including attending investor conferences and received feedback from investors holding 30% of outstanding shares. Updated Peer Group: Updated the compensation peer group to compare company pay and performance based on strategic priorities. | Johnny Lee, President and Chief Executive Officer David R. Morris, Former Chief Executive Officer of the Company Lynn Hopkins, Executive Vice President and Chief Financial Officer Gary Fan, Executive Vice President and Chief Operations Officer Jeffrey Yeh, Executive Vice President and Chief Credit Officer Mina Rizkalla, Executive Vice President and Chief Risk Officer |

  13. What Guides Our Program

    | What We Heard | What We Did | | Shareholders would like clearer parameters around annual incentives | 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 “2025 Executive Compensation Decisions in Detail” in this CD&A for details. |

  14. What Guides Our Program

    | Shareholders would like to see performance-based long-term incentive awards | We implemented a new long-term incentive structure which provides for 50% (at target) of the equity awards to be granted in performance-based incentive awards and 50% in time-based incentive awards to reward continuity of service. |

  15. 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 performance 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 |

  16. 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 2025, 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 2025, 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 CNG Committee selected a new peer group in 2025 to serve as both a comparison of market levels of compensation as well as a benchmark (through the relative total shareholder return measure of the PRSUs) for company performance based on the current strategic priorities the Company is focused on achieving. In developing the 2025 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 $100 million and $1.3 billion, as compared to the Company’s then current assets and market capitalization of $4.0 billion and $310 million, respectively). The CNG Committee prioritized companies that compete with the Company for business and talent or have similar strategic priorities, which include banks that have lower concentrations of mortgage banking operations and higher concentrations of noninterest-bearing deposits in the funding mix. The 2025 peer group includes some of the same companies from the 2024 peer group in addition to some new companies. The 2025 peer group was as follows:

  17. Decision-Making Process

    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 survey sources of similarly sized peers, 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 evaluated the Company’s executive compensation program and then specifically compared the Company’s targeted Total Direct Compensation (salary, annual incentives, and long-term incentives) by officer title to survey sources of similarly sized banks and the Company’s new 2025 peer group. Pearl Meyer concluded the Company’s targeted Total Direct Compensation for the CEO was below the market median and for the NEOs (other than our CEO) was generally at or below the market median.

  18. 2025 EXECUTIVE COMPENSATION DECISIONS IN DETAIL

    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 2025 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 and awarded separately. The CNG Committee also considers market data in setting target annual incentive amounts. Target cash incentive opportunities for NEOs for 2025 were as follows:

  19. 2025 EXECUTIVE COMPENSATION DECISIONS IN DETAIL

    | NEO | 2025 Salary | 2025 Annual Incentive Target (as a % of Salary) | 2025 Annual Incentive Target ($) | | Johnny Lee | $600,000 | 70% | $420,000 | | David Morris (1) | 674,000 | N/A | N/A | | Lynn Hopkins | 410,000 | 55% | 225,500 | | Gary Fan | 350,000 | 40% | 140,000 | | Jeffrey Yeh | 353,000 | 40% | 141,200 | | Mina Rizkalla | 335,000 | 35% | 117,250 |

  20. 2025 EXECUTIVE COMPENSATION DECISIONS IN DETAIL

    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 the budget 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 retail 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, totaling up to 100% . 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 2025 performance goals were determined in March 2025 taking into consideration the current economic environment and to address certain areas the Board of Directors identified for improvement, which typically involved substantial projects to be managed by an NEO. For the NEO's receiving over 100% for the performance measure of "Leadership", 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 of key initiatives that helped drive the improved performance, such as loan production, deposit growth, nonperforming asset resolution, general credit quality improvement, tax strategies, and stock repurchase programs, as well as managing areas that contribute to long-term shareholder value such as employee relations, regulatory exams, investor relations, and corporate governance. 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 "2025 Results" and the "Percentage Achieved":

  21. 2025 EXECUTIVE COMPENSATION DECISIONS IN DETAIL

    | | Performance Levels | | | | | | Performance Measures | Threshold 50% | Target 100% | Maximum 150% | 2025 Results | Percentage Achieved (1) | | | Dollar amounts in millions, except for share amounts | | | | | | Earnings Per Share | $1.38 | $1.73 | $2.08 | $1.83 | 115% | | Return on Average Assets | 0.69% | 0.77% | 0.85% | 0.78% | 109% | | Efficiency Ratio | 61.6% | 59.6% | 57.6% | 59.4% | 106% | | NPLs / Loans HFI | 1.25% | 1.00% | 0.84% | 1.35% | 0% | | Loan Growth | 5.5% | 6.9% | 8.2% | 8.2% | 150% | | Retail Deposit Growth | 4.7% | 5.8% | 7.0% | 6.4% | 125% | | Leadership | 50% | 100% | 150% | (2) | (2) |

  22. 2025 EXECUTIVE COMPENSATION DECISIONS IN DETAIL

    | | | Johnny Lee | | Lynn Hopkins | | Gary Fan | | Jeffrey Yeh | | Mina Rizkalla | | | Performance Measures | Percentage Achieved | % Weight | Payout % | % Weight | Payout % | % Weight | Payout % | % Weight | Payout % | % Weight | Payout % | | Earnings Per Share | 115% | 30% | 34.5% | 30% | 34.5% | 15% | 17.2% | 20% | 23.0% | 20% | 23.0% | | Return on Average Assets | 109% | 15% | 16.4% | 15% | 16.4% | 10% | 10.9% | 15% | 16.4% | 15% | 16.4% | | Efficiency Ratio | 106% | 5% | 5.3% | 25% | 26.5% | 25% | 26.5% | 10% | 10.6% | 25% | 26.5% | | NPLs / Loans HFI | 0% | 10% | 0.0% | 5% | 0.0% | 10% | 0.0% | 20% | 0.0% | 5% | 0.0% | | Loan Growth | 150% | 15% | 22.5% | 5% | 7.5% | 20% | 30.0% | 20% | 30.0% | 5% | 7.5% | | Retail Deposit Growth | 125% | 15% | 18.7% | 5% | 6.2% | 5% | 6.2% | 5% | 6.2% | 10% | 12.5% | | Leadership | (1) | 10% | 13.0% | 15% | 19.5% | 15% | 16.5% | 10% | 11.0% | 20% | 21.0% | | Total | | 100% | 110.3% | 100% | 110.6% | 100% | 107.4% | 100% | 97.2% | 100% | 106.8% |

  23. 2025 EXECUTIVE COMPENSATION DECISIONS IN DETAIL

    | | Annual Incentive Plan | | | | | | NEO | Base Salary | Target (as a % of Base salary) | Payout % Earned | Cash Incentive Earned as a % of Base | Cash Incentive Earned | | Johnny Lee | $600,000 | 70% | 110.3% | 77.2% | $463,345 | | Lynn Hopkins | $410,000 | 55% | 110.6% | 60.8% | $249,392 | | Gary Fan | $350,000 | 40% | 107.4% | 42.9% | $150,323 | | Jeffrey Yeh | $353,000 | 40% | 97.2% | 38.9% | $137,205 | | Mina Rizkalla | $335,000 | 35% | 106.8% | 37.4% | $125,252 |

  24. 2025 EXECUTIVE COMPENSATION DECISIONS IN DETAIL

    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 the long-term equity incentives would include both PRSUs and RSUs 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 generally consisting of 50% of the award value (at target) in PRSUs and 50% of the award value (at target) in time-based RSUs. As the Chief Risk Officer, Mr. Rizkalla's award consisted of RSUs. The PRSUs awarded in 2025 allow each NEO to earn 0% to 150% of the target PRSU award based upon attainment of specified performance goals at the end of a three-year performance period. The three performance criteria are based on relative peer performance comparison and absolute performance objectives, including: relative Total Shareholder Return ("rTSR"), Return on Average Assets ("ROAA") and Return on Average Tangible Common Equity ("ROATCE"). The table below outlines the PRSU award performance goals and weightings.

  25. 2025 EXECUTIVE COMPENSATION DECISIONS IN DETAIL

    | (1) rTSR is to be measured on a relative basis as compared to the compensation peer group established in 2025 and for the year ending December 31, 2027 (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 for the year ending December 31, 2027. |

  26. 2025 EXECUTIVE COMPENSATION DECISIONS IN DETAIL

    | NEO | Grant Date | Time-Based RSUs | PRSUs TSR (at Target) | PRSUs ROAA (at Target) | PRSUs ROATCE (at Target) | TOTAL | | Johnny Lee | 5/8/2025 | 13,068 | 6,534 | 3,267 | 3,267 | 26,136 | | David R. Morris (1) | | — | — | — | — | — | | Lynn Hopkins | 5/8/2025 | 7,017 | 3,508 | 1,754 | 1,754 | 14,033 | | Gary Fan | 5/8/2025 | 4,356 | 2,178 | 1,089 | 1,089 | 8,712 | | Jeffrey Yeh | 5/8/2025 | 4,394 | 2,197 | 1,098 | 1,098 | 8,787 | | Mina Rizkalla (2) | 5/8/2025 | 5,212 | — | — | — | 5,212 |

  27. 2025 EXECUTIVE COMPENSATION DECISIONS IN DETAIL

    | (1) Mr. Morris retired from his position as CEO of the Company in May 2025 and did not receive an equity award in 2025 as an employee. | | (2) This amount does not include 2,085 in RSUs granted on the same date with an annual vesting over four years in connection with Mr. Rizkalla's promotion to Chief Risk Officer. |

  28. Other Compensation Policies, Practices, and Guidelines

    Other Compensation Policies, Practices, and Guidelines Clawback Policy. As part of our ongoing efforts to maintain the highest standards of corporate governance, we have adopted two separate and distinct clawback policies – our Clawback Policy and our Mandatory Recovery of Compensation Policy (the "Mandatory Clawback Policy"). Our Clawback Policy applies to all individuals who are or were Section 16 executive officers at the time they received certain incentive compensation (including cash incentives and equity awards based on financial performance) from the Company. The Clawback Policy provides that in the event of unsafe and unsound banking practices, defaulted or repurchased loans, violations of the Company's Bylaws, policies or procedures, the CNG Committee may require that all incentive-based compensation received by the executive officer be reduced by an amount that is not more than 100% of the most recent annual bonus, commission and severance payments. Our Mandatory Clawback Policy complies with Nasdaq listing standards and SEC rules. Under the Mandatory Clawback Policy, if the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws, the Board shall, subject to limited exceptions, seek to recover “excess incentive-based compensation” from each individual who is a Section 16 officer or was a Section 16 officer during the performance period for such incentive-based compensation. For this purpose, excess incentive-based compensation generally is the amount of incentive-based compensation that is based on a financial performance measure that is in excess of the amount that otherwise would have been received had such incentive-based compensation been determined based on restated amounts in the accounting restatement. The Mandatory Clawback Policy applies to incentive-based compensation for which the financial performance measure was attained during the three-year period preceding the date of the accounting restatement. Share Ownership Policy. Our Share Ownership Policy pertains to NEOs and non-employee directors. The CNG Committee is responsible for administering and evaluating compliance with the Share Ownership Policy. Each NEO is expected to hold Qualifying Shares (as defined below) of our common stock equal in value to one times base salary, except the CEO is expected to hold Qualifying Shares of our common stock equal in value to two times base salary, assuming the Company's common stock price is $18.00 per share. NEOs have five years from the later of March 31, 2023 or the date of becoming subject to the Share Ownership Policy to achieve the minimum ownership requirements. As of the date of this Proxy Statement, Mr. Yeh has met his share ownership requirement. The share ownership compliance date is March 31, 2028 for Mr. Fan, June 30, 2028 for Mr. Lee, April 30, 2029 for Ms. Hopkins, and January 31, 2030 for Mr. Rizkalla. Each non-employee director is expected to hold Qualifying Shares (as defined below) of our common stock equal in value to three times their annualized monthly cash retainer for service on the board of directors. Starting in May 2025, this requirement was changed to $180,000, which represented 10,000 shares at the time of policy approval. Non-employee directors have five years from the later of the election to the Company’s or the Bank’s board of directors or the date the Share Ownership Policy was adopted (February 15, 2023), to achieve the minimum ownership requirements. As of the date of this Proxy Statement, Ms. Kao, Dr. Kao, Mr. Franko, Mr. Morris, Mr. Polakoff, Ms. Wong Lee, and Dr. Lin have met their share ownership requirement. The share ownership compliance date is February 15, 2028 for Ms. Pannu, and May 31, 2028 for Messrs. Bennett and Wong. Qualifying Shares under the Share Ownership Policy include shares owned outright (including shares in existing brokerage accounts, and shares acquired upon stock option exercises or the vesting of RSUs or PRSUs); restricted stock or RSUs issued and held whether or not vested; shares or share equivalent units deferred; and vested stock options, where the attributed value will equal 50% of the in-the-money value of the outstanding options. Anti-Hedging and Anti-Pledging Policies. Our Insider Trading Policy prohibits our executive officers, directors, employees and major shareholders from pledging or engaging in hedging or similar transactions in our securities, including but not limited to prepaid variable forwards, equity swaps, collars, exchange funds, puts, calls and short sales. Benefits and Other Perquisites. The NEOs are eligible to participate in the same benefit plans designed for all of our full-time employees, including health, dental, vision, disability and basic group life insurance coverage. We also provide our employees, including our NEOs, with a 401(k) profit sharing plan, which is designed to assist in planning for retirement and securing appropriate levels of income during retirement. Royal Business Bank 401(k) Profit Sharing Plan. The Royal Business Bank 401(k) Profit Sharing Plan (the "401(k) Plan"), is designed to provide retirement benefits to all eligible full-time and part-time employees of the Bank and its subsidiaries. The 401(k) Plan provides employees with the opportunity to save for retirement on a tax-favored basis. NEOs, all of whom were eligible during 2025, may elect to participate in the 401(k) Plan on the same basis as all other employees. Employees may defer 1% to 100% of their compensation to the 401(k) Plan up to the applicable IRS limit. We currently match employee contributions on the first 6% of employee compensation at a rate of 50%, or a match of 50 cents for each $1. The Company match is contributed in the form of cash and is invested according to the employee’s investment allocation. No discretionary profit-sharing contribution was made to the 401(k) Plan for 2025. Bank Owned Life Insurance (“BOLI”) Policies. In 2012, the Bank purchased single premium BOLI policies for certain officers and directors of the Bank to provide additional life insurance benefits to the directors and officers and to use the income from the BOLI policies to offset benefit expenses. Further, the Bank benefits from any future death benefits paid out under these BOLI policies. The Bank entered into split dollar arrangements with all executives and senior officers and directors that were under the age of 70 to pay their beneficiaries a death benefit. The amount of the split dollar arrangement for executive officers was equal to five times the executive’s annual salary in 2012, three times the senior officer’s annual salary in 2012 and $250,000 per director. In January 2017 and June 2021, the Bank purchased additional BOLI policies to increase the benefit to the executive and senior officers to December 31, 2016 salary levels and to add new officers that had joined the Bank since 2012. The directors also received an additional $150,000 in benefit. If the officer or director retires or is terminated, the split dollar arrangement terminates except in the case of change-in-control of the Company. The quantitative elements of the split dollar arrangement for our NEOs are provided in the “All Other Compensation" column of the Summary Compensation Table. Health and Welfare Benefits. Our NEOs are eligible to participate in our standard health and welfare benefits program, which offers medical, dental, vision, life, accident, and disability coverage to all of our eligible employees. We do not provide the NEOs with any health and welfare benefits that are not generally available to our other employees, except for Mr. Morris who was entitled to an annual medical examination during his tenure as Company CEO.

  29. Employment Agreements

    Employment Agreements We have entered into employment agreements with each of our NEOs, which generally describe the position and duties of each NEO, 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 the 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. Mr. Morris entered into an Agreement and Release of Claims, dated February 26, 2025 (the “Retirement Agreement”), that sets forth the terms of his retirement and related voluntary termination of his employment. Pursuant to the Retirement Agreement, Mr. Morris retired and voluntarily terminated his employment in May 2025 following the 2025 annual meeting of the shareholders. In connection with his retirement, Mr. Morris agreed to a retirement package that supersedes his prior employment agreement and provides, among other things, (w) continued base salary from his termination date of May 21, 2025 through May 31, 2025, (x) reimbursement of his and his spouse’s healthcare premiums 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). 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.

  30. Employment Agreements

    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. Mr. Mina Rizkalla. Our employment agreement with Mr. Rizkalla, dated December 19, 2024, provides for a term commencing on January 1, 2025 and ending December 31, 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, equity awards, discretionary bonus, reimbursement of automobile expenses, expense reimbursement, medical insurance coverage and other benefit plans. If Mr. Rizkalla is terminated by us without cause prior to a change-in-control, Mr. Rizkalla 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. Rizkalla’s employment is terminated by us or our successor, without cause, or Mr. Rizkalla’s employment is terminated due to a material adverse alteration, Mr. Rizkalla would receive (y) a severance payment in the amount of six (6) months of his then current salary plus 100% of his annual target bonus in the year of termination and (z) continuation of his medical and dental insurance coverage for six (6) months or until he has found employment (whichever occurs first).

  31. 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, 2025, 2024 and 2023 (or their shorter period of employment with the Company and its subsidiaries) as reported in accordance with SEC requirements.

  32. Summary Compensation Table

    | Name | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Johnny Lee | 2025 | 597,333 | — | 387,401 | — | 463,345 | 37,595 | 1,485,674 | | President and Chief Executive Officer | 2024 | 583,628 | 58,400(4) | 360,925 | — | 47,795 | 37,670 | 1,088,418 | | | 2023 | 298,557 | 100,000(5) | 229,845 | — | 107,319 | 15,500 | 751,221 | | David R. Morris | 2025 | 261,823 | — | — | — | — | 69,154 | 330,977 | | Former Chief Executive Officer of the Company | 2024 | 670,017 | 67,400(4) | 467,133 | — | 121,320 | 61,233 | 1,387,103 | | | 2023 | 619,026 | — | 159,731 | — | 217,465 | 73,756 | 1,069,978 | | Lynn Hopkins | 2025 | 410,000 | — | 208,006 | — | 249,392 | 32,817 | 900,215 | | Executive Vice President and Chief Financial Officer | 2024 | 407,083 | — | 382,741 | — | 150,000(6) | 30,388 | 970,212 | | | 2023 | 22,820 | — | — | — | — | 1,500 | 24,320 | | Gary Fan | 2025 | 350,000 | 4,600(7) | 129,133 | — | 150,323 | 32,225 | 666,281 | | Executive Vice President and Chief Operations Officer | 2024 | 350,000 | 35,000(4) | 198,634 | — | 50,596 | 31,599 | 665,829 | | | 2023 | 325,000 | 25,000(7) | — | — | 98,804 | 79,250 | 528,054 | | Jeffrey Yeh | 2025 | 353,000 | — | 130,250 | — | 137,205 | 38,812 | 659,267 | | Executive Vice President and Chief Credit Officer | 2024 | 353,000 | 35,300(4) | 195,188 | — | 46,695 | 37,067 | 667,250 | | | 2023 | 323,136 | — | 51,682 | — | 90,096 | 33,483 | 498,397 | | Mina Rizkalla | 2025 | 329,167 | — | 117,263 | — | 125,252 | 9,000 | 580,682 | | Executive Vice President and Chief Risk Officer | 2024 | 300,000 | — | — | — | 110,000(8) | — | 410,000 | | | 2023 | 58,077 | — | — | — | 10,000 | — | 68,077 |

  33. Summary Compensation Table

    | (1) Amounts for 2025 represent 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 2025 for each NEO with the exception of Mr. Rizkalla who received time based RSUs that vest over 3 years and other time-based RSU that vest over 4 years. Mr. Rizkalla did not receive PRSUs. 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. For 2024, Ms. Hopkins also received time-based RSUs that vest over 5 years. 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. For 2023, Mr. Lee also received time-based RSUs that vested over 3 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 a rTSR performance condition are valued based on the closing price of our common stock on the date of the grant. PRSUs with a rTSR 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 2025, if earned at the maximum performance level, would equal: $266,097 for Mr. Lee (compared to $177,398 at target); $142,863 for Ms. Hopkins (compared to $95,243 at target); $88,699 for Mr. Fan (compared to $59,132 at target); and $89,464 for Mr. Yeh (compared to $59,638 at target). | | (2) Amounts represent annual cash incentives earned in 2025, 2024 and 2023, which were paid in March 2026, March 2025, and February 2024, respectively, under our AIP. | | (3) "All Other Compensation" for the NEOs during fiscal year 2025 is summarized in the next table below. | | (4) Amount represents 10% of NEO's then base salary as a "Supplemental Amount" to their 2024 AIP payment, as determined by the CNG Committee and fully described in the Company's prior year proxy statement. | | (5) 2023 amount represents a signing bonus of $100,000 under Mr. Lee's employment agreement. | | (6) 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. | | (7) 2025 amount represents payments under the Company's recruiting bonus program; and 2023 amount represents project-based incentives under Mr. Fan's employment agreement. | | (8) Amount represents project-based incentives of $110,000 earned in 2024 based on attainment of certain goals (primarily the lifting of the Bank's BSA consent order in August 2024) of which $100,000 was paid in September 2024 and $10,000 was paid in February 2025. |

  34. Summary Compensation Table

    | All Other Compensation 2025 | | | | | | | | Name | Auto | Dividends (1) | Company 401(k) Match (2) | BOLI Income (3) | Other (4) | Total "All Other Compensation" | | Johnny Lee | $18,000 | $9,497 | $10,098 | $— | $— | $37,595 | | David R. Morris | $5,094 | $8,190 | $12,177 | $5,547 | $38,146 | $69,154 | | Lynn Hopkins | $18,000 | $2,429 | $12,388 | $— | $— | $32,817 | | Gary Fan | $18,000 | $1,489 | $12,736 | $— | $— | $32,225 | | Jeffrey Yeh | $18,000 | $3,759 | $13,056 | $3,997 | $— | $38,812 | | Mina Rizkalla | $9,000 | $— | $— | $— | $— | $9,000 |

  35. Summary Compensation Table

    | (1) Amount reflects cash dividends paid upon vesting of equity awards. | | (2) Amount reflects Company matching contribution under the 401(k) Plan. | | (3) Amount reflects BOLI reportable income. | | (4) Represents reimbursement of healthcare premiums through December 31, 2025 for Mr. Morris and his spouse of $20,000 and continuation of compensation through May 31, 2025 after his May retirement date of $18,146. |

  36. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows for the fiscal year ended December 31, 2025 certain information regarding grants of plan-based awards for our NEOs.

  37. 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) | | Johnny Lee | | | $210,000 | $420,000 | $630,000 | — | — | — | — | $— | | President and Chief Executive Officer | RSU | 5/8/2025 | — | — | — | — | — | — | 13,068 | 210,003 | | | PRSU | 5/8/2025 | — | — | — | 6,534 | 13,068 | 19,602 | — | 177,398 | | David R. Morris | | | $— | $— | $— | — | — | — | — | $— | | Former Chief Executive Officer of the Company | | | — | — | — | — | — | — | — | — | | | | | — | — | — | — | — | — | — | — | | Lynn Hopkins | | | $112,750 | $225,500 | $338,250 | — | — | — | — | $— | | Executive Vice President and Chief Financial Officer | RSU | 5/8/2025 | — | — | — | — | — | — | 7,017 | 112,763 | | | PRSU | 5/8/2025 | — | — | — | 3,508 | 7,016 | 10,524 | — | 95,243 | | Gary Fan | | | $70,000 | $140,000 | $210,000 | — | — | — | — | $— | | Executive Vice President and Chief Operations Officer | RSU | 5/8/2025 | — | — | — | — | — | — | 4,356 | 70,001 | | | PRSU | 5/8/2025 | — | — | — | 2,178 | 4,356 | 6,534 | — | 59,132 | | Jeffrey Yeh | | | $70,600 | $141,200 | $211,800 | — | — | — | — | $— | | Executive Vice President and Chief Credit Officer | RSU | 5/8/2025 | — | — | — | — | — | — | 4,394 | 70,612 | | | PRSU | 5/8/2025 | — | — | — | 2,197 | 4,393 | 6,590 | — | 59,638 | | Mina Rizkalla | | | $58,625 | $117,250 | $175,875 | — | — | — | — | $— | | Executive Vice President and Chief Risk Officer | RSU | 5/8/2025 | — | — | — | — | — | — | 5,212 | 83,757 | | | RSU | 5/8/2025 | — | — | — | — | — | — | 2,085 | 33,506 |

  38. 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 opportunities in the event the Company met certain targets in 2025 pursuant to the terms of the AIP for each NEO, with the exception of Mr. Morris who did not participate in the AIP for 2025 in light of his planned retirement in May 2025. | | (2) Represents the threshold, target and maximum number of PRSUs that our NEOs can earn in respect to their 2025 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 2025. These RSUs are discussed above under the caption “Long-Term Equity Incentives” in this CD&A. | | (4) See footnote 1 to the Summary Compensation Table on page 31 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 May 8, 2025 grant date was $16.07 and a valuation of $11.08 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. |

  39. 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, 2025. Market values of RSUs and PRSUs are based on our closing stock price of $20.64 on December 31, 2025.

  40. 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) | | Johnny Lee | 7/20/2023 | — | — | $— | — | 5,500(5) | $113,520 | — | $— | | | 2/21/2024 | — | — | $— | — | 2,196(6) | $45,325 | — | $— | | | 3/20/2024 | — | — | $— | — | 5,480(6) | $113,107 | 8,221 | $169,681 | | | 5/8/2025 | — | — | $— | — | 13,068(8) | $269,724 | 13,068 | $269,724 | | David R. Morris | 1/18/2023 | — | — | $— | — | 2,601(5) | $53,685 | — | $— | | | 2/21/2024 | — | — | $— | — | 4,450(6) | $91,848 | — | $— | | | 3/20/2024 | — | — | $— | — | 6,328(6) | $130,610 | — | $— | | Lynn Hopkins | 3/20/2024 | — | — | $— | — | 3,756(6) | $77,524 | 5,634 | $116,286 | | | 4/22/2024 | — | — | $— | — | 7,666(7) | $158,226 | — | $— | | | 5/8/2025 | — | — | $— | — | 7,017(8) | $144,831 | 7,016 | $144,810 | | Gary Fan | 12/21/2022(4) | 6,000 | 12,000 | $21.17 | 12/21/2032 | — | $— | — | $— | | | 2/21/2024 | — | — | $— | — | 2,022(6) | $41,734 | — | $— | | | 3/20/2024 | — | — | $— | — | 2,629(6) | $54,263 | 3,944 | $81,404 | | | 5/8/2025 | — | — | $— | — | 4,356(8) | $89,908 | 4,356 | $89,908 | | Jeffrey Yeh | 1/18/2023 | — | — | $— | — | 842(5) | $17,379 | — | $— | | | 2/21/2024 | — | — | $— | — | 1,843(6) | $38,040 | — | $— | | | 3/20/2024 | — | — | $— | — | 2,652(6) | $54,737 | 3,978 | $82,106 | | | 5/8/2025 | — | — | $— | — | 4,394(8) | $90,692 | 4,393 | $90,672 | | Mina Rizkalla | 5/8/2025 | — | — | $— | — | 5,212(8) | $107,576 | — | $— | | | 5/8/2025 | — | — | $— | — | 2,085(9) | $43,034 | — | $— |

  41. Outstanding Equity Awards at Fiscal Year End

    | (1) Represents unvested RSUs held by the NEOs as of December 31, 2025. 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, 2025, closing price of the Company’s common stock of $20.64 per share. | | (3) Represents the target number of PRSUs held by the NEOs as of December 31, 2025, of which 50% are based on a market performance condition and 50% are based on absolute performance conditions. Any earned PRSUs generally vest on the third anniversary of the grant date, 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 1/18/23 and 7/20/23 vest on their respective anniversary dates in 2026. | | (6) 50% of the unvested shares granted on 2/21/24 and 3/20/24 vest on their respective anniversary date in 2026 and 2027. | | (7) 25% of the unvested shares granted on 4/22/24 vest on their anniversary date in 2026, 2027, 2028, and 2029. | | (8) One third of the unvested shares granted on 5/8/25 vest on their anniversary date in 2026, 2027 and 2028. | | (9) 25% of the unvested shares granted on 5/8/25 vest on their anniversary date in 2026, 2027, 2028 and 2029. |

  42. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table shows for the fiscal year ended December 31, 2025, certain information regarding option exercises and stock vested for our NEOs.

  43. 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) | | Johnny Lee | — | — | 9,339 | $166,104 | | President and Chief Executive Officer | | | | | | David R. Morris | — | — | 8,760 | $160,111 | | Former Chief Executive Officer of the Company | | | | | | Lynn Hopkins | — | — | 3,795 | $62,001 | | Executive Vice President and Chief Financial Officer | | | | | | Gary Fan | — | — | 2,326 | $39,887 | | Executive Vice President and Chief Operations Officer | | | | | | Jeffrey Yeh | — | — | 3,765 | $69,016 | | Executive Vice President and Chief Credit Officer | | | | | | Mina Rizkalla | — | — | — | $— | | Executive Vice President and Chief Risk Officer | | | | |

  44. Option Exercises and Stock Vested Table

    | (1) 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. |

  45. 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 our NEOs. 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, 2025, 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:

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

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

  47. 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; |

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

    | ● | in the case of Mr. Rizkalla, payment in an amount equal to six (6) months of his then current salary and 100% of his annual target bonus in the year of termination; |

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

    | ● | in the case of Mr. Lee, continuation of his medical and dental insurance coverage for eighteen (18) months or until he has found employment, whichever occurs earlier; |

  50. 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; |

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

    | ● | in the case of Mr. Rizkalla continuation of his medical and dental insurance coverage for six (6) months or until he has found employment, whichever occurs earlier; and |

  52. 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. |

  53. 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. Lee and Yeh, or six (6) months for Ms. Hopkins, Mr. Fan, and Mr. Rizkalla 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. Pursuant to the terms of Mr. Morris’ Agreement and Release of Claims, dated February 26, 2025 (the “Retirement Agreement”), Mr. Morris retired and voluntarily terminated his employment in May 2025 following the 2025 annual meeting of the shareholders. In connection with his retirement, Mr. Morris agreed to a retirement package that supersedes his prior employment agreement and provides, among other things, (w) continued base salary from his termination date of May 21, 2025 through May 31, 2025, (x) reimbursement of his and his spouse’s healthcare premiums 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. The following tables and discussion reflect the value of termination payments each of the NEOs would receive under their employment agreements, if they had terminated employment on December 31, 2025, under the circumstances shown, as well as the actual value of Mr. Morris’ severance benefits under his Retirement Agreement. 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.”

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

    | Assumptions (other than for Mr. Morris): | | | Date of termination | 12/31/25 | | Stock Price at Year End | $20.64 |

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

    | Johnny Lee | | | | | | | | | | President and Chief Executive Officer | | | | | | | | | | Executive Benefits (1) | Termination for Cause | Voluntary Termination | Death | Disability | Retirement | Termination Without Cause Prior to a Change in control | Change-in-Control (7) | Termination Without Cause or by Executive for Good Reason Following a Change-in-Control | | Annual Incentive | $— | $— | $— | $— | $— | $— | $— | $— | | Accelerated Stock Options (2) | $— | $— | $— | $— | $— | $— | $— | $— | | Severance (3) | $— | $— | $150,000 | $150,000 | $— | $600,000 | $— | $1,320,000 | | Benefit Continuation (4) | $— | $— | $— | $— | $— | $— | $— | $45,000 | | Accelerated RSUs (5) | $— | $— | $563,255 | $563,255 | $— | $— | $563,255 | $563,255 | | Accelerated PRSUs (6) | $— | $— | $41,857 | $41,857 | $41,857 | $— | $41,857 | $41,857 | | Total | $— | $— | $755,112 | $755,112 | $41,857 | $600,000 | $605,112 | $1,970,112 |

  56. 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, 2025:

  57. CEO Pay Ratio

    | ● | the median of the annual total compensation of all employees of the Company (other than our CEO) was $67,645; and |

  58. CEO Pay Ratio

    | ● | the annual total compensation of our CEO, as reported in the “Summary Compensation Table” included in this Proxy Statement, was $1,485,674. For this purpose, we are using Mr. Lee as our CEO. Because Mr. Lee served as an executive officer for all of 2025 and did not receive any compensation increase at the time of his appointment as CEO, it was not necessary to annualize his 2025 compensation for purposes of this disclosure. |

  59. 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 22:1. |

  60. 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:

  61. CEO Pay Ratio

    | ● | Selection of Determination Date. We determined that, as of December 31, 2025, we had 377 employees. |

  62. CEO Pay Ratio

    | ● | Identification of Median Employee. To identify the “median employee” from our employee population, we reviewed the 2025 total compensation of our employees. Total compensation includes base salary, overtime pay, bonus, 401(k) employer match and vested RSUs as reflected in the 2025 annual compensation statements provided to each employee as part of the year-end compensation process. This methodology 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.” Using this methodology, we identified two individuals at the median (because there was an even number of employees as of the determination date after excluding the CEO). The annual total compensation of the two individuals was substantially similar. As a result, we exercised discretion permitted by the rule and selected the lower paid employee as our median employee for purposes of calculating the 2025 annual total compensation of our “median employee”. |

  63. 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, 2025, in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $67,645. |

  64. 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.

  65. 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.

  66. Pay Versus Performance Disclosure

    | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation Table Total for Johnny Lee (1) | Compensation Actually Paid to Johnny Lee (1)(2) | Summary Compensation Table Total for David R. Morris | Compensation Actually Paid to David R. Morris(2) | Summary Compensation Table Total for Alan Thian(3) | Compensation Actually Paid to Alan Thian (2)(3) | Average Summary Compensation Table Total for Non-CEO NEOs(4) | Average Compensation Actually Paid to Non-CEO NEOs(2)(4) | Total Shareholder Return | Peer Group Total Shareholder Return (5) | Net Income (in millions) | Diluted EPS (6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | 2025 | $1,485,674 | $1,448,829 | $330,977 | $116,196 | $— | $— | $701,611 | $686,578 | $157.42 | $152.71 | $31.95 | $1.83 | | 2024 | $— | $— | $1,387,103 | $1,452,466 | $— | $— | $847,927 | $902,246 | $150.82 | $143.39 | $26.67 | $1.47 | | 2023 | $— | $— | $1,069,978 | $1,054,900 | $— | $— | $504,569 | $478,144 | $135.84 | $126.67 | $42.47 | $2.24 | | 2022 | $— | $— | $1,183,555 | $1,159,843 | $1,444,211 | $(6,994) | $573,828 | $562,213 | 142.12 | 127.17 | $64.33 | $3.33 | | 2021 | $— | $— | $— | $— | $3,414,552 | $4,065,310 | $733,089 | $906,520 | 174.37 | 136.64 | $56.91 | $2.86 |

  67. Pay Versus Performance Disclosure

    | (1) Mr. Lee was appointed President and Chief Executive Officer of the Company and the Bank in May 2025. | | (2) Amounts represent compensation actually paid (“CAP”) 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 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: |

  68. Pay Versus Performance Disclosure

    | Summary Compensation Table Amount for CEO Johnny Lee | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation from Summary Compensation Table | $1,485,674 | $— | $— | $— | $— | | 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 | (387,401) | — | — | — | — | | Year-end fair value of unvested awards granted in the current year | 435,818 | — | — | — | — | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | (60,010) | — | — | — | — | | 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 | (25,252) | — | — | — | — | | 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 | $(36,845) | $— | $— | $— | $— | | Compensation Actually Paid (as calculated) | $1,448,829 | $— | $— | $— | $— |

  69. Pay Versus Performance Disclosure

    | Summary Compensation Table Amount for Former CEO David R. Morris | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation from Summary Compensation Table | $330,977 | $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 | 2,007 | 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 | (19,381) | (4,851) | (1,215) | 324 | — | | Forfeitures during current year equal to prior year-end fair value | (197,407) | — | — | — | — | | Dividends or dividend equivalents not otherwise included in the total compensation | — | — | — | — | — | | Total Adjustments for Equity Awards | $(214,781) | $65,363 | $(15,078) | $(23,712) | $— | | Compensation Actually Paid (as calculated) | $116,196 | $1,452,466 | $1,054,900 | $1,159,843 | $— |

  70. Pay Versus Performance Disclosure

    | Summary Compensation Table Amount for Former CEO Alan Thian | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation from Summary Compensation Table | $— | $— | $— | $1,444,211 | $3,414,552 | | 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 | — | — | — | — | — | | 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 | | 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 | | Compensation Actually Paid (as calculated) | $— | $— | $— | $(6,994) | $4,065,310 |

  71. Pay Versus Performance Disclosure

    | Average Summary Compensation Table Amount for Non-CEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation from Summary Compensation Table | $701,611 | $847,927 | $504,569 | $573,828 | $733,089 | | 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 | (146,163) | (284,372) | (93,703) | (49,993) | (41,396) | | Year-end fair value of unvested awards granted in the current year | 169,104 | 320,429 | 76,583 | 38,378 | 106,235 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | (28,669) | 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 | (9,305) | 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 | $(15,033) | $54,319 | $(26,425) | $(11,615) | $173,431 | | Compensation Actually Paid (as calculated) | $686,578 | $902,246 | $478,144 | $562,213 | $906,520 |

  72. Pay Versus Performance Disclosure

    | (3) Effective April 8, 2022, Mr. Thian resigned from his positions as President and CEO of the Company and the Bank. | | (4) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average CAP for the following executives by year: | | 2025: Lynn Hopkins, Gary Fan, Jeffrey Yeh, Mina Rizkalla | | 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 | | (5) Based on an initial investment of $100. The Peer Group used is the KBW Nasdaq Regional Banking Index. | | (6) Diluted EPS is a GAAP measure. |

  73. Pay Versus Performance Disclosure

    Tabular List of Most Important Performance Measures. The financial performance measures that the Company considers to be the most important in linking CAP to our CEO to Company performance are listed below. Such performance measures are not ranked in order of importance. The role of each of these performance measures in our executive compensation program is discussed in the CD&A.

  74. Pay Versus Performance Disclosure

    | ● | Diluted EPS | | ● | Return on Average Assets | | ● | Loan Growth | | ● | Retail Deposit Growth | | ● | NPLs/Loans HFI | | ● | Relative Total Shareholder Return | | ● | Return on Average Tangible Common Equity |

  75. Pay Versus Performance Disclosure

    The graphs below compare the relationship between CAP to our CEO and the average of CAP to our remaining NEOs, with:

  76. Pay Versus Performance Disclosure

    | ● | The Company’s cumulative TSR and the Peer Group’s cumulative TSR (2020 - 2025) |

  77. Pay Versus Performance Disclosure

    | ● | The Company’s Net Income (2021 - 2025) |

  78. Pay Versus Performance Disclosure

    | ● | The Company Selected Measure, which is Diluted EPS (2021 - 2025) |