DEF 14A of MetroCity Bankshares, Inc.
Filed Apr 15, 2025 · FY20240001747068-25-000016
What vote is required to elect a nominee for director to the board of directors?
What vote is required to elect a nominee for director to the board of directors? In the election of directors, if a quorum is present, directors are elected by a plurality of the votes cast at the annual meeting. This means that the candidates receiving the highest number of “FOR” votes will be elected. For purposes of the election of directors, failures to vote and abstentions will have no effect on the result of the vote.
PROPOSAL 1. ELECTION OF DIRECTORS
PROPOSAL 1. ELECTION OF DIRECTORS Pursuant to the Company’s articles and bylaws, our board of directors is authorized to have not less than 5 members nor more than 25 members. The board is divided into three classes which are to be as nearly equal in number as possible. Our current board of directors consists of twelve members and are divided into three classes, with four members in Class I, four members in Class II, and four members in Class III. The directors in each class serve staggered terms of three years each. The exact number of directors may be fixed or changed from time to time within the range set forth in our bylaws by the shareholders by the affirmative vote of a majority of the issued and outstanding shares entitled to vote in an election of directors, or by the board of directors by the affirmative vote of a majority of all directors then in office. Our board of directors also serves as the board of directors of our wholly owned subsidiary, Metro City Bank. 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 Mr. John Paek and Mr. Frank Glover, who is the son and son-in-law, respectively, of the Chairman of the board, Mr. Nack Y. Paek, no current director has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or with any of our executive officers. During the previous 10 years, no director, person nominated to become a director, or executive officer of the Company was the subject of any legal proceeding that is material to an evaluation of the ability or integrity of any such person. 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 prior to the Company’s formation in 2014).
PROPOSAL 1. ELECTION OF DIRECTORS
| Name | Age | Position | Director Since | Class | | Nack Y. Paek | 83 | Chairman of the Board and Chief Executive Officer of the Company and Executive Chairman of the Bank | 2006 | II | | Farid Tan | 67 | Director, President of the Company and Chief Executive Officer of the Bank | 2006 | III | | Howard Hwasaeng Kim | 68 | Director, Executive Vice President of the Company and Chief Lending Officer, Chief Operating Officer, and President of the Bank | 2017 | I | | Frank Glover | 46 | Director | 2022 | II | | William J. Hungeling | 54 | Director | 2020 | II | | Francis Lai | 70 | Director | 2010 | II | | Don T.P. Leung | 67 | Director | 2006 | III | | Feiying Lu | 61 | Director | 2006 | I | | John Paek | 50 | Director | 2024 | III | | Ajit A. Patel | 60 | Director | 2006 | III | | Frank S. Rhee | 60 | Director | 2006 | I | | Sam Sang-Koo Shim | 82 | Director | 2006 | I |
CLASS I AND III DIRECTOR NOMINEES FOR ELECTION AS DIRECTORS
CLASS I AND III DIRECTOR NOMINEES FOR ELECTION AS DIRECTORS Set forth below is information about each of our director nominees, including his experience and qualifications, each of the positions and offices he holds with the Company, his term of office as a director, and all periods during which he has served as a director of the Company. The board of directors selected the director nominees based on the recommendation of the Nominating and Governance Committee. The Class I director nominees are each standing for re-election for a three-year term expiring in 2028. The Class III director nominee is a new director standing for election for a two-year term expiring in 2027. Howard Hwasaeng Kim. Mr. Kim has served as a director of the Bank and the Company since 2017. Mr. Kim is currently the Executive Vice President of the Company and President of the Bank. Mr. Kim also serves as Chief Lending Officer and Chief Operations Officer of both the Company and the Bank. In this role, he is responsible for leading and supervising the Bank’s lending department and the Bank’s deposit branches. Prior to his tenure at the Company, Mr. Kim worked at the Korea Development Bank, a wholly state-owned policy bank in South Korea, from 1980 to 1991, where he was responsible for the bank’s accounting, loans and foreign exchange transactions. During his time at Korea Development Bank, Mr. Kim also worked in the bank’s securities company for six years as the accounting manager and representative manager in the Amsterdam office. From 2000 to 2006, Mr. Kim worked as a loan officer and lending officers at various community banks in Georgia, until starting his position as the Chief Lending Officer of the Bank since Bank’s inception in 2006. Mr. Kim was appointed Executive Vice President and Chief Lending Officer of the Company in 2014, and President, Chief Lending Officer and Chief Operating Officer of the Bank in 2016. Mr. Kim graduated from the Hankook University of Foreign Studies with a Bachelor of Science Degree in Business Administration, completed from Seoul National University with KBD MBA and later earned his Master’s Degree in Business Administration from Georgia State University. Mr. Kim brings to our board strong leadership skills and a wide-ranging understanding of bank management from his forty plus years of experience in banking, as well as valuable insights from the local business community. Feiying Lu. Ms. Lu has served as a board member since the founding of the Bank in 2006. Ms. Lu has served as an internal controller with Imaex Trading Company, a wholesale frozen foods distributor, since 1997. In this role, she is responsible for preparing monthly financial reports, reviewing and analyzing data for assuring achievement of the organization’s objectives in operational effectiveness and efficiency, and compliance matters. Ms. Lu received a Bachelor of Science Degree in Electronic Engineering from Shanghai University of Science and Technology. Ms. Lu’s experience as a controller and her relationship in the Chinese-American community provides our board with meaningful financial expertise and strengthens our ties to the Chinese-American community. Frank S. Rhee. Mr. Rhee has served as a board member since the founding of the Bank in 2006. Mr. Rhee currently owns a web design and online marketing company which he founded in 2013. Prior to founding his own business, Mr. Rhee served as the Financial Manager for Trends Menswear from 1993 to 2013. In this role, he was in charge of overseeing the preparation of financial statements, bank records and expert reports. He also previously worked as an Assistant Controller for Manufacturers Hanover Bank in New York from 1990 to 1993, and as a junior auditor for the accounting firm of Ernst & Young from 1987 to 1989. Mr. Rhee graduated from New York University with a Bachelor of Science degree in Accounting. Mr. Rhee’s experience as a financial manager and assistant controller brings to our board valuable expertise in finance and management. John Paek. Mr. Paek has served as a board member since September 2024. Mr. Paek is an attorney licensed to practice law in California, Georgia, New York, and Massachusetts. Mr. Paek previously served as a Principal with Deloitte Tax LLP from 2019 to 2023, providing state income tax compliance, consulting, and controversy resolution services to corporations and other business entities. From 2007 to 2019, Mr. Paek practiced law with Baker McKenzie LLP, serving as a Partner from 2011 to 2019. In addition to providing tax consulting, controversy resolution, and litigation services while at Baker McKenzie, Mr. Paek was a member of their Global Indirect Tax Steering Committee and an editor of their North American Tax Practice Group Newsletter. From 2006 to 2007, Mr. Paek practiced law with Sullivan & Worcester LLP as an Associate, assisting in state tax litigation matters and providing state tax consulting services. Prior to 2006, Mr. Paek was a state tax consultant with Ernst & Young LLP and completed a two year rotation through Ernst & Young’s National Tax Department in Washington D.C., assisting with quality control evaluations of technical opinions and the coordination of a national state and local tax consulting practice. Mr. Paek graduated magna cum laude from Georgia State University with a Bachelor of Arts in English Literature. Mr. Paek obtained his Juris Doctor from the Georgetown University Law Center and his Masters of Law in Taxation from Boston University. Mr. Paek’s experience and status as a licensed attorney brings to the board valuable legal and tax expertise. THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE FOUR DIRECTOR NOMINEES LISTED ABOVE FOR ELECTION AS A DIRECTOR.
DIRECTORS CONTINUING IN OFFICE
DIRECTORS CONTINUING IN OFFICE Set forth below is information about each of our continuing directors, including his or her experience and qualifications, each of the positions and offices he or she holds with the Company, his or her term of office as a director, and all periods during which he or she has served as a director of the Company. Directors Whose Terms Expire in 2026 Nack Y. Paek. Mr. Paek is a founder of the Bank, the Chairman of the board of directors and the Chief Executive Officer of the Company, and the Executive Chairman of the Bank. Prior to establishing the Bank in 2006, Mr. Paek was President of a successful SBA service provider, Government Loan Service Corporation, which specialized in originating and servicing SBA loans for banks from 1991 to 2006. Mr. Paek dissolved Government Loan Service Corporation in April 2006 in order to focus his full attention on the success of Metro City Bank. From 1980 to 1990, Mr. Paek was a sole owner of the local CPA firm of Nack Y. Paek, P.C., with its clientele being predominantly members of the Asian immigrant communities. In addition, Mr. Paek was a founding director of Summit Bank Corporation in 1987, where he served as Chairman of the board from 1992 to 1994 and also Chairman of the Audit Committee. Mr. Paek was also the internal audit director of Continental Insurance Companies in the Southern region of the U.S. from 1974 to 1980. From 2002 to 2016, Mr. Paek served as Chairman of the board of directors of the Center for Pan-Asian Community Services, Inc. (CPACS), the largest nonprofit community service organization geared to help Asian immigrants to settle and adjust in the Atlanta metropolitan area. In the early 1990’s, Mr. Paek also served as a member of U.S. Small Business Administration Advisory Council in Georgia. Mr. Paek obtained his Bachelor of Science Degree from College of Commerce, Seoul National University and a Master’s Degree in Business Administration from Northern Illinois University. Mr. Paek brings an extensive knowledge of our business and our markets gained from his long career leading the Bank and growing our franchise into what it is today. In addition, Mr. Paek provides our board with valuable strategic insight and business management skills gained over the course of his business career owning and leading numerous successful businesses. Frank Glover. Mr. Glover has served as a director of the Bank and the Company since January 2022. Mr. Glover currently serves as Chief Investment Officer of STG Investments, a family office based in Atlanta, Georgia. In this role, Mr. Glover is responsible for investments in both the public and private markets and other family office administration duties. Mr. Glover previously served as the Senior Director of Retirement Investments at Cox Enterprises, Inc. (“Cox”), a privately held global company headquartered in Atlanta, Georgia, from 2012 until the fourth quarter of 2022. In his role at Cox, Mr. Glover oversaw the Growth Fixed Income, Private Equity, and Real Estate investment portfolios of the pension plan. Mr. Glover also has prior related experience with Delta Air Lines and Seabury Group. Mr. Glover is a member of the board of directors of KIPP Metro Atlanta Schools. Mr. Glover, a CFA charterholder, received a Bachelor of Science degree from Davidson College and a Masters of Business Administration from the Kellogg School of Management at Northwestern University. Mr. Glover’s experience as an institutional investment specialist brings to the board valuable expertise in finance and investment management. William J. Hungeling. Mr. Hungeling is the Chairman of our Audit and Compliance Committee and has served as a board member since November 2020. Mr. Hungeling is a certified public accountant and managing shareholder of Hungeling CPA, PC, a public accounting firm located in metropolitan Atlanta. Mr. Hungeling has been with Hungeling CPA, PC since 1994 and has been the managing shareholder since 2015. Mr. Hungeling has been a member of the American Institute of Certified Public Accountants and Georgia Society of Certified Public Accountants for over 20 years. He has served as a board member of the Atlanta Conference of the St. Vincent de Paul Society and was a founding board member of the Old Fourth Ward Business Association and the Hope-Hill Elementary Foundation. Mr. Hungeling received a Bachelor of Arts degree from the University of Notre Dame and a Master’s Degree in Taxation from Georgia State University. Mr. Hungeling’s public accounting experience assisting his broad cross-section of business clients with maintaining GAAP-based financial statements and complying with ever-changing governmental regulations brings valuable experience to the board. Francis Lai. Mr. Lai has served as a director of the Bank since 2010 and a director of the Company since the Company’s inception in 2014. Mr. Lai, a native of Malaysia, is currently the managing member of Goldfield Capital, LLC, an operator of commercial real estate ventures, a position he has held since 1996. Prior to 1984, Mr. Lai worked with Hock Hua Bank Berhad in Sabah, Malaysia and was a director of Summit Bank Corporation from 1984 to 2007. Mr. Lai previously served on the board of directors of the Chamblee Chamber of Commerce. Mr. Lai earned an Associate’s Degree in Arts from the University of the State of New York, and B.A. in Economics and M.B.A. degrees from Mercer University in Atlanta, Georgia. Mr. Lai’s commercial real estate background and his prior experience as a bank director provides the board with valuable experience and insight into commercial real estate trends Directors Whose Terms Expire in 2027 Farid Tan. Mr. Tan is the President of the Company and the Chief Executive Officer of the Bank, and has over 40 years of banking experience. Mr. Tan also served as the Chief Financial Officer of the Company and the Bank from July 2019 to October 2021. Mr. Tan joined the Executive Training Program for Bank Bumiputra Malaysia, a Malaysian bank owned by the Malaysian government, in 1981 where he served in a number of positions both in Malaysia and in New York, including Senior Account Officer, Senior Internal Audit Supervisor, and Senior Foreign Exchange Dealer. He was promoted to Assistant General Manager in 1993, a position that he held for six years before leaving in 1999 to become the Senior Credit Officer for Global Commerce Bank, a local community bank in Doraville, Georgia. He was President and Chief Executive Officer of Global Commerce Bank from 2002 to 2005 before leaving to become President and Chief Executive Officer of Metro City Bank, which opened in early 2006. Mr. Tan was educated at Polytechnic Ungku Omar, Malaysia where he received a diploma in accounting. Mr. Tan is currently serving as a member of the FDIC’s MDI Subcommittee of the Advisory Committee on Community Banking. Mr. Tan previously served as a member of CFPB’s Community Bank Advisory Council from September 2013 to April 2015 and as a member of the ICBA Minority Bank Council from April 2015 to April 2016. Mr. Tan was a member of the Association of Cambiste International (ACI) and the Financial Market Association, Malaysia and USA. Mr. Tan is fluent in Mandarin, Malay, and English. Mr. Tan provides the board his vast experience in community, regional and international banking that covers financial operations, audit, retail banking, mergers and acquisitions, loan syndication, foreign exchange trading, security investment, strategic planning and portfolio management. Additionally, he provides an overall perspective of all facets of the Company’s business, financial condition and strategic direction.
DIRECTORS CONTINUING IN OFFICE
Don T.P. Leung. Mr. Leung is the Vice Chairman of our board and has served as a director since the inception of the Bank in 2006. Mr. Leung served as the Managing Member of Light Efficient Depot, LLC, an operator in energy efficient commercial lighting, from February 2012 to June 2015. Prior to his role with Light Efficient Depot, LLC, Mr. Leung established and managed an apparel company that developed private label apparel for 23 years. Mr. Leung graduated from University of Central Lancashire in United Kingdom with a degree in Marketing. Mr. Leung’s experience as managing member of Light Efficient Depot, LLC has given him leadership experience and business acumen that is beneficial to our board, especially as the Chairman of the Bank’s Credit Risk Management Committee. Ajit A. Patel. Mr. Patel is the Chairman of our Compensation Committee and has served as a board member since the founding of the Bank in 2006. Mr. Patel is the Managing Member of Amrit & Sons I, LLC and Relax Hospitality, LLC, positions he has held since 1999 and 2010, respectively, and he is also an owner and operator of two hotels in Pensacola, Florida. He currently serves on the Days Inn Advisory Council and was elected to their Board of Directors in 2017 and currently serves as the Board Chairman. He also served as a director and treasurer of Visit Pensacola, Inc. from 2014 to 2016. In addition, he worked as a financial consultant at the Ayco Company from 1993 to 1997. Mr. Patel was educated in London at the City University where he graduated with honors in Economics and Accountancy. He also received a Master’s Degree in Taxation from Georgia State University. Mr. Patel’s extensive experience as a managing member of two commercial real estate companies brings to our board strategic and operational depth and experience as well as valuable perspective in the hospitality industry.
Prohibitions on Hedging
Prohibitions on Hedging The Company prohibits all directors, officers and employees from engaging in speculative trading and hedging shares of Company securities. This includes prohibitions against short-selling Company securities and transactions in any derivative of Company securities, including buying and writing options. Directors, officers and employees are restricted from buying Company securities on margin or using Company securities as collateral for a loan. Additionally, the Company’s Insider Trading Policy prohibits trading for directors, officers and certain employees during designated blackout periods and requires approval by the Company’s Compliance Officer or Chief Financial Officer prior to any trade. Clawback Policy The Company maintains a clawback policy that complies with the applicable listing standards of the Nasdaq Stock Market and Rule 10D-1 under the Securities Exchange Act of 1934. In the event of a restatement of the reported financial results of the Company due to material non-compliance with financial reporting requirements, the Compensation Committee will recover reasonably promptly the amount of all erroneously awarded compensation received by an executive officer during the covered period (within the meaning of such terms as provided in the Nasdaq listing standards). Equity Grant Practices The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. While we do not have a formal equity grant policy, the timing of grants generally occurs in accordance with the yearly compensation cycle. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation For the amount remaining in the total bonus pool after cash incentive payments are made to the NEOs, restricted stock will be grandted to the NEOs in 2025 using the same allocations as the cash incentives (Mr. Paek, 30.0%; Mr. Tan, 30.0%; and Mr. Kim, 25.0%). These restricted shares will vest 25% on the date of grant, and the remaining restricted shares will vest 25% on each of the first three anniversaries of the date of grant, subject to the executive’s continued employment with us on each vesting date, or upon the earlier occurrence of a change of control or the executive’s death or disability. Delinquent Section 16(a) Reports Section 16(a) of the 1934 Act requires the Company’s directors and certain officers, as well as persons who beneficially own more than 10% of the outstanding shares of Common Stock, to file reports regarding their initial stock ownership and subsequent changes to their ownership with the SEC. To our knowledge, based solely on a review of copies of these reports and written representations from directors and executive officers, we believe that all Section 16 filing requirements were met during the fiscal year ended December 31, 2024, except that Mr. Abdul Mohdnor inadvertently failed to file on a timely basis a Form 3 with respect to his holdings of Company stock as of December 31, 2024.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation paid to our named executive officers during our fiscal years ended December 31, 2024, 2023 and 2022.
Summary Compensation Table
| | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All Other | | | | | Salary | Bonus | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($) | | Nack Y. Paek | 2024 | 470,000 | — | 843,400 | 940,000 | 20,700 | 2,274,100 | | Chief Executive Officer | 2023 | 455,000 | — | 1,028,058 | 705,000 | 19,800 | 2,207,858 | | | 2022 | 425,000 | — | 1,001,019 | 850,000 | 18,300 | 2,294,319 | | Farid Tan | 2024 | 470,000 | — | 843,400 | 940,000 | 20,700 | 2,274,100 | | President | 2023 | 455,000 | — | 1,028,058 | 705,000 | 19,800 | 2,207,858 | | | 2022 | 425,000 | — | 1,001,019 | 850,000 | 18,300 | 2,294,319 | | Howard Hwasaeng Kim | 2024 | 437,000 | — | 634,836 | 874,000 | 20,700 | 1,966,536 | | Executive Vice President, Chief Lending Officer and Chief Operating Officer | 2023 | 422,000 | — | 781,049 | 655,500 | 19,800 | 1,878,349 | | | 2022 | 392,000 | — | 758,518 | 784,000 | 18,300 | 1,952,818 | | Lucas Stewart | 2024 | 239,625 | 39,938 | 22,505 | — | 13,765 | 315,833 | | Executive Vice President and Chief Financial Officer | | | | | | | | | Abdul Mohdnor | 2024 | 215,249 | 35,875 | 17,502 | — | 15,170 | 283,796 | | Executive Vice President and Chief Compliance Officer | | | | | | | |
Summary Compensation Table
| (1) Reflects base salaries paid for the respective calendar year. The 2023 salary amounts for Messrs. Paek, Tan and Kim represents a blend of their 2022 and 2024 salary amounts shown above to reflect their last base salary adjustment effective April 1, 2023 (no salary adjustments in 2022 or 2024). |
Summary Compensation Table
| (2) Reflects annual employee bonus earned by Messrs. Stewart and Mohdnor and represents approximately two months base salary. |
Summary Compensation Table
| (3) Reflects the aggregate grant date fair value of restricted stock awards granted to the NEOs, based on the fair market value of our common stock on the grant date, calculated in accordance with FASB Topic 718. |
Summary Compensation Table
| (4) Reflects cash incentive awards earned by Messrs. Paek, Tan and Kim pursuant to our EIBP for the respective calendar year. |
Summary Compensation Table
| (5) Reflects the employer matching contributions in the Company’s 401(k) plan. |
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table contains information about the NEOs’ plan-based awards during 2024.
2024 Grants of Plan-Based Awards
| | | | | | All Other | | | | | | | | Stock Awards: | | | | | | | | Number of | | | | | | | | Shares of | Grant Date | | | | Estimated Future Payouts Under | | | Stock or | Fair Value of | | | | Equity Incentive Plan Awards ($)(1) | | | Units(2) | Stock Awards | | Name | Grant Date | Threshold | Target | Maximum | (#) | ($) | | Nack Y. Paek | | | 995,120 | 995,120 | | | | | 6/1/2024 | | | | 34,215 | 843,400 | | Farid Tan | | | 995,120 | 995,120 | | | | | 6/1/2024 | | | | 34,215 | 843,400 | | Howard Hwasaeng Kim | | | 738,600 | 738,600 | | | | | 6/1/2024 | | | | 25,754 | 634,836 | | Lucas Stewart | | | — | | | | | | 6/1/2024 | | | | 913 | 22,505 | | Abdul Mohdnor | | | — | | | | | | 6/1/2024 | | | | 710 | 17,502 |
2024 Grants of Plan-Based Awards
| (1) The amounts of the estimated payouts under the equity incentive plans column represents each executive's opportunity in the event the Company met certian targets in 2024 pursuant to the terms of the STI plan. Restrictive stock awards for 2025 under the 2024 STI plan will be granted on June 1, 2025. |
2024 Grants of Plan-Based Awards
| (2) Reflects restricted stock granted on June 1, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | Number of | Number of | | | | | | | Securities | Securities | | | Number of | Market Value | | | Underlying | Underlying | | | Shares or | of Shares or | | | Unexercised | Unexercised | Options | | Units of Stock | Units of Stock | | | Options | Options | Exercise | Option | That Have Not | That Have Not | | | Exercisable | Unexercisable | Price | Expiration | Vested | Vested | | Name | (#) | (#) | ($) | Date | (#) | ($)(4) | | Nack Y. Paek | 56,378 | — | 12.70 | 7/18/2028 | 12,321(1) | 393,656 | | | | | | | 31,286(2) | 999,588 | | | | | | | 25,661(3) | 819,869 | | Farid Tan | 56,378 | — | 12.70 | 7/18/2028 | 12,321(1) | 393,656 | | | | | | | 31,286(2) | 999,588 | | | | | | | 25,661(3) | 819,869 | | Howard Hwasaeng Kim | 56,378 | — | 12.70 | 7/18/2028 | 9,336(1) | 298,285 | | | | | | | 23,768(2) | 759,388 | | | | | | | 19,315(3) | 617,114 | | Lucas Stewart | — | — | — | — | — | — | | | | | | | 608(2) | 19,426 | | | | | | | 684(3) | 21,854 | | Abdul Mohdnor | — | — | — | — | — | — | | | | | | | 456(2) | 14,569 | | | | | | | 532(3) | 16,997 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) The restricted shares vest on June 1, 2025. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) The restricted shares vest fifty percent (50%) on June 1, 2025 and June 1, 2026. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) The restricted shares vest thirty-three percent (33.3%) on each of June 1, 2025, June 1, 2026, and June 1, 2027. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) Market value is based on the closing price of our common stock on December 31, 2024 ($31.95). |
Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024 The following table provides information regarding options exercised by and restricted stock vested for the NEOs during the fiscal year ended December 31, 2024.
Option Exercises and Stock Vested in 2024
| | Option Awards | | Restricted Stock | | | | Number of | | Number of | | | | Shares | | Shares | | | | Acquired | Value Realized | Acquired | Value Realized | | | on Exercise | on Exercise(1) | on Vesting | on Vesting(2) | | Name | (#) | ($) | (#) | ($) | | Nack Y. Paek | 23,622 | 504,802 | 41,747 | 1,029,064 | | Farid Tan | 23,622 | 504,802 | 41,747 | 1,029,064 | | Howard Hwasaeng Kim | 23,622 | 504,802 | 31,480 | 775,982 | | Lucas Stewart | — | — | 533 | 13,138 | | Abdul Mohdnor | — | — | 406 | 10,008 |
Option Exercises and Stock Vested in 2024
| (1) Reflects the gross number of shares underlying the exercised stock options multiplied by the difference between the closing price of our common stock on the exercise date ($34.07) and the exercise price of the option ($12.70). |
Option Exercises and Stock Vested in 2024
| (2) Reflects the gross number of shares underlying the vested restricted stock multiplied by the closing price of our common stock on the vesting date ($24.65). |
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship between the annual total compensation of our employees and that of Nack Y. Paek, our CEO. The median 2024 annual total compensation of all employees of the Company (other than our CEO) was $66,813, and the 2024 annual total compensation of our CEO was $2,274,100. Based on this information, for 2024, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees was 34.0. We identified our median employee based on the 2024 total gross earnings for all employees, excluding our CEO, who were employed by us as of December 31, 2024. We believe the use of total gross earnings is a consistently applied compensation measure in that it captures all of the components of earnings for all of our employees. We included full-time and part-time employees and annualized earnings for those employees who joined us during the year. After identifying the median employee based on total gross earnings, we calculated the annual total compensation for our median employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table above.
Pay Versus Performance
Pay Versus Performance Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (or “CAP”) to the Company’s chief executive officer (“CEO”) and non-CEO named executive officers (the “Non-CEO NEOs”) and certain aspects of the financial performance of the Company. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see our Compensation Discussion & Analysis. We have excluded Messrs. Stewart and Mohdnor from our pay versus performance disclosures below since they do not participate in the Executive Compensation Program that is maintained and mornitored by the Compensation Committee. The following table summarizes the compensation of our CEO and other NEOs for each of the fiscal years ending December 31, 2024, 2023 and 2022. Note that for our NEOs other than our chief executive officer, compensation is reported as an average.
Pay Versus Performance
| | | | | | Value of Ininital Fixed $100 | | | | | | | | Average | | Investment Based On: | | | | | | | | Summary | Average | | Peer Group | | | | | Summary | | Compensation | Compensation | Total | Total | | | | | Compensation | Compensation | Table Total | Actually Paid | Shareholder | Shareholder | | Return on | | | Table Total | Actually Paid | for Non-CEO | to Non-PEO | Return | Return | Net Income | Average | | Year | for CEO(1) | to CEO | NEOs(2) | CEOs | ($) | ($)(3) | ($) | Equity | | 2024 | 2,274,100 | 3,137,679 | 1,210,066 | 1,596,699 | 137.12 | 118.22 | 64,504,000 | 16.16% | | 2023 | 2,207,858 | 2,917,839 | 2,043,104 | 2,681,878 | 115.36 | 110.50 | 51,613,000 | 14.10% | | 2022 | 2,294,319 | 2,310,067 | 2,123,569 | 2,136,699 | 80.75 | 88.17 | 62,602,000 | 19.55% |
Pay Versus Performance
| (1) The CEO in 2024, 2023 and 2022 was Nack Y. Paek. |
Pay Versus Performance
| (2) The non-CEO NEOs in 2024 were Farid Tan, Howard Hwasaeng Kim, Lucas Stewart and Abdul Mohdnor. The non-CEO NEOs in 2023 and 2022 were Farid Tan and Howard Hwasaeng Kim. |
Pay Versus Performance
| (3) Peer group used for total shareholder return comparisons represents the S&P U.S. Small Cap Bank Index. |
Pay Versus Performance
The following table reconciles the total compensation shown in the Summary Compensation Table to the compensation actually paid to our CEO and non-CEO NEOs shown in the table above.
Pay Versus Performance
| | CEO | | | Average of Non-CEO NEOs | | | | Adjustments | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | | Summary Compensation Table Total | 2,274,100 | 2,207,858 | 2,294,319 | 1,210,066 | 2,043,104 | 2,123,569 | | Less: Fair Value of Stock Awards Granted in Fiscal Year | (843,400) | (1,028,058) | (1,001,019) | (379,561) | (904,554) | (879,769) | | Add: Fair Value of Stock Awards Granted in Fiscal Year - Value at Year End | 1,093,169 | 1,502,979 | 1,066,078 | 491,966 | 1,322,421 | 936,947 | | Change in Fair Value for Stock Awards Granted in Prior Years that were Unvested at the End of Fiscal Year | 345,804 | 71,392 | (139,081) | 154,189 | 62,574 | (121,959) | | Change in Fair Value of Stock Awards Granted in Prior Years that Vested during the Fiscal Year | 242,779 | 143,428 | 77,061 | 108,873 | 140,528 | 66,676 | | Add: Dividends Paid on Unvested Restricted Stock Shares for the Fiscal Year | 25,227 | 20,240 | 12,709 | 11,166 | 17,805 | 11,235 | | Compensation Actually Paid | 3,137,679 | 2,917,839 | 2,310,067 | 1,596,699 | 2,681,878 | 2,136,699 |
Pay Versus Performance
Description of Relationship Between Compensation Actually Paid and Company Performance The following graphs reflect the relationship between the compensation actually paid to our CEO and the average compensation acutally paid to our non-CEO NEOs with 1) the Company’s total sharedholder return (TSR); 2) the Company’s return on average equity; and 3) the Company’s net income for the fiscal years ending December 31, 2024, 2023 and 2022. An additional graph reflects the relationship between the Company’s TSR and and a peer group TSR (assuming an initial fixed investment of $100) for the fiscal years ending December 31, 2024, 2023 and 2022. Financial Performance Measures The two items listed below represent the financial performance measures that the Company believes are most important in linking compensation actually paid to our NEOs to company performance during 2024.
Pay Versus Performance
| ● | Return on average equity (calculated as net income divided by average shareholders’ equity) |
Pay Versus Performance
| ● | Net income |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth information regarding 2024 compensation for each of our non-employee directors:
DIRECTOR COMPENSATION
| | Fees Earned or | | | | | Paid in Cash | Stock Awards | Total | | Name | ($)(1) | ($)(2) | ($) | | Frank Glover | 69,600 | 22,000 | 91,600 | | William J. Hungeling | 80,000 | 22,000 | 102,000 | | Francis Lai | 76,800 | 22,000 | 98,800 | | Don T.P. Leung | 76,400 | 22,000 | 98,400 | | Feiying Lu | 70,400 | 22,000 | 92,400 | | John Paek(3) | 23,200 | — | 23,200 | | Ajit A. Patel | 78,000 | 22,000 | 100,000 | | Frank S. Rhee | 76,400 | 22,000 | 98,400 | | Sam Sang-Koo Shim | 66,000 | 22,000 | 88,000 |
DIRECTOR COMPENSATION
| (1) During 2024, we paid our non-employee directors a retainer of $2,750 per month. Each non-employee director also received an attendance fee of $2,750 per board meeting. The Chair of the Audit Committee received additional compensation of $10,000 per year. The Chairs of the Compensation Committee, Nominating & Governance Committee, Credit Risk Committee and IT Steering Committee received additional compensation of $8,000 per year. Members of the Director’s Loan Committee were paid $400 per meeting. |
DIRECTOR COMPENSATION
| (2) Reflects the aggregate grant date fair value of 892 shares of restricted stock granted to each non-employee director on June 1, 2024, based on the fair market value of our common stock on the grant date ($24.65), calculated in accordance with FASB Topic 718. The restricted shares vested 25% on the date of grant, and the remaining restricted shares will vest 25% on each of the first three anniversaries of the date of grant, subject to the board member’s continued service with us on each vesting date. |
DIRECTOR COMPENSATION
| (3) John Paek was added to the board of the Company and the Bank effective September 18, 2024; therefore, no restricted stock awards were granted to Mr. Paek in 2024. |