Proxy Statement (Form DEF 14A)
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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No fee required.
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Fee paid previously with preliminary materials.
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Dear Fellow Stockholder,
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On behalf of the Board of Directors and management of Notice of internet availability of our proxy materials and a proxy card to our stockholders is being mailed on or about 2024 Key Highlights In 2024, we focused on improving our deposit base, reducing brokered deposits to 7% of total deposits at year-end, down from 10% at Territorial Bancorp Merger The merger with ● Adds a stable, low-cost core deposit base to the Company; ● Accelerates the diversification of the Company's loan mix through the addition of a residential mortgage portfolio with pristine asset quality; ● Enhances the opportunity to grow Territorial's market share by leveraging the combined Company's larger balance sheet, resources and more extensive array of banking products and services; and ● Expands the combined footprint to include the attractive |
2025 Los Angeles Wildfires As one of the largest independent banks headquartered in Stockholder Engagement Similar to the prior year, we actively pursued a stockholder outreach and engagement program in 2024. Based on the feedback we received in 2023 from our stockholders, we made notable changes to certain programs, which are disclosed herein beginning on page 5. We believe the program changes integrate the Company's mission with stockholders' views and ensure that our shared goals are well aligned. We are pleased by the positive feedback received as part of our stockholder outreach in 2024. As we integrate the Territorial Savings operations and team into our organization, we look forward to strengthening our balance sheet, earnings and profitability. Our strong capital ratios and ample liquidity provide us with a robust cushion to navigate emerging macroeconomic and geopolitical volatility and to support prudent balance sheet growth. We look forward to leveraging the recent investments in our Company to deliver improved value for all our current and new stakeholders, and build opportunities for all our communities. On behalf of the Board of Directors, thank you for your continued support. Sincerely, Chairman, President & Chief Executive Officer |
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This Proxy Statement and the Company's 2024 Annual Report on Form 10-Kare available electronically online at www.envisionreport.com/HOPE
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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Date Thursday, |
Time
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Virtual Meeting Via the Internet at: www.meetnow.global/HOPE2025 |
Record Date Close of Business on |
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Voting Methods
| By Internet | By Phone | By Mail | ||
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Before the Meeting, vote via the During the Meeting, vote at |
Call the toll-free number 1-800-652-VOTE(8683) in the recorded instructions. |
Complete, sign and retuthe proxy card in the postage prepaid envelope provided. |
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See "General Information about the 2025 Annual Meeting of Stockholders" on page 75 for more detailed
information. Your vote is very important. Whether or not you plan to attend the virtual Annual Meeting, we
encourage you to read this Proxy Statement in its entirety and vote.
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AGENDA |
Board Recommendation |
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To elect the 11 director nominees as named in this Proxy Statement to serve on our Board of Directors until the 2026 annual meeting of stockholders. |
FOR ALL |
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To ratify the appointment of |
FOR |
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To provide an advisory vote for approval of the 2024 compensation paid to our Named Executive Officers, as disclosed in this Proxy Statement. |
FOR |
We will also act on any other business that is properly raised at the Annual Meeting or any adjournment or postponement thereof. Note that holders of a majority of the outstanding shares must be present in person or by proxy for the Annual Meeting to be held. For purposes of the Annual Meeting, those who attend virtually will be considered in person.
We appreciate your continued support and look forward to your virtual participation.
By Order of the Board of Directors,
General Counsel and Corporate Secretary
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We are committed to improving the value of our services as Bankers,
providing comprehensive financial solutions as Experts,
and being good Neighborsthat foster growth for our customers and communities.
We believe the strength of the Bank lies in our experienced management team,
our focus on sound risk management and governance practices,
and our commitment to the communities that we serve.
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SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS |
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GENERAL INFORMATION ABOUT THE 2025 ANNUAL MEETING OF STOCKHOLDERS |
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Number of Shares Required to be Present at the Annual Meeting |
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How Shares are Treated When No Voting Instructions are Provided |
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Vote Required for Each Proposal and Treatment and Effect of Abstentions and Broker Non-Votes |
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Actions Required if any Director Nominee Does Not Receive the Required Majority Vote |
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Requesting Printed Copies of Materials and Selecting Delivery Preferences |
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Stockholder Proposals for the Annual Meeting of Stockholders to be Held in 2026 |
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APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES |
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Key Terms
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Annual Meeting The 2025 Annual Meeting of Stockholders to be held virtually on ASC Accounting standards codification. Auditors Bank Board of Directors Board of Directors of BOLI Bank owned life insurance. Bylaws The Company's amended and restated bylaws. CEO Chief Executive Officer. Committees Principal committees: (i) Audit Committee; (ii) Company References to the "Company", "we", "our", or "us" refer to CD&A Compensation discussion and analysis. DGCL Delaware General Corporation Law. ERM Enterprise risk management. EPS Earnings per share. |
Equity ownership guidelines The equity ownership guidelines for non-employeedirectors are set forth in the Stock Ownership Policy and the Corporate Governance Guidelines (3x the value of the annual retainer) and for the CEO in the Stock Ownership Policy (5x the base salary). Exchange Act The Securities and Exchange Act of 1934, as amended. FASB Financial accounting standards board. GAAP Generally accepted accounting principles. ISO Incentive stock option. LTIP Long-term incentive program. M&A Mergers and acquisitions. NEO Named Executive Officer. The Company's NEOs for 2024 are listed in the "2024 Named Executive Officers" table under Proposal 3. Notice Notice of internet availability of proxy materials and a proxy card to the stockholders as of the Record Date. PPNR Pre provision net revenue. PSUs Performance share units. Record Date Stockholders of record as of the close of business on |
ROAA Retuon average assets. ROTCE Retuon average tangible common equity. RSUs Restricted stock units. SAR Stock appreciation rights. SBA Small business administration. Securities Act The Securities Act of 1933, as amended. Section 16 Officer An officer of the Company described in Rule 16a-1(f)of the Securities Exchange Act of 1934, as amended. STIP Short-term incentive program. Transfer Agent TSR Total stockholder return. 2016 Plan 2019 Plan 2024 Annual Report on Form 10-K Annual Report on Form 10-Kfor the year ended 2024 Plan |
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PROXY STATEMENT SUMMARY
This summary highlights information within this Proxy Statement. This summary does not contain all the information that you should consider and consequently, we encourage you to read this Proxy Statement in its entirety prior to voting. Terms that are used consistently throughout this Proxy Statement may not always be redefined throughout; therefore, please refer to the "Key Terms" at the beginning of this Proxy Statement for ease of reference.
Our Company
With the addition of Territorial Savings, a division of
The timeline below summarizes our evolution to become the largest regional bank catering to multi-cultural customers across the continental
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2025 PROXY STATEMENT |
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Proxy Statement Summary
Nationwide Presence Anchored in Asian American Communities
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2025 PROXY STATEMENT |
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Proxy Statement Summary
Corporate Governance (page 19)
Director Nominees at the Annual Meeting
Our Board currently consists of 12 directors, 11 of whom are standing for re-election.Director
Each of the 11 individuals identified below are standing for re-electionat the Annual Meeting. All director nominees have agreed to serve as directors of the Company, each for a one-yearterm until the 2026 annual meeting of stockholders, and until their successors are duly elected and qualified.
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Director Nominees |
Current Position | Age(1) | Independence | Principal Occupation | ||||||
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Chairman, President & Chief Executive Officer |
67 |
Banker | Attorney | Accountant |
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Lead Independent Director |
74 |
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Auditor | Consultant | Entrepreneur |
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Honorary Chairman |
79 |
Entrepreneur |
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Director |
73 |
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Retired Entrepreneur |
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Director |
69 |
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Retired Portfolio Manager | Financial Analyst |
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Director |
50 |
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Attorney |
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Deputy Lead Independent Director |
66 |
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Retired Auditor |
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Director |
40 |
ü |
Former Private Equity Partner |
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Director |
74 |
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Retired Banker | Accountant |
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Director |
65 |
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Retired Banker | Attorney |
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Scott Yoon-SukWhang |
Director |
79 |
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Retired Entrepreneur |
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As of the Record Date. |
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2025 PROXY STATEMENT |
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Proxy Statement Summary
Of the 11 director nominees at the Annual Meeting, nine of the director nominees are independent as defined under
We believe that the broad range of diverse skills, backgrounds and experience of our director nominees are integral to the effectiveness of the Board. For more information about our director nominees and their qualifications, please refer to page 13.
Corporate Governance Highlights
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Diverse Board Composition to Provide Independent Oversight |
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Our directors have the professional acumen and demonstrative success in executive fields relevant to the Company's business and operations and contribute to the Board's effective oversight of management and its diversity across a range of attributes, skills and expertise. |
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The composition of our Audit, Compensation and Nomination Committees are 100% independent. |
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Independent Oversight of Our Business and Operations |
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Oversee the business and operations of the Company based on sound governance practices and an effective leadership structure. |
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Review and approve our strategic plan and oversee our strategic objectives and corporate responsibilities. |
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Oversee the Company's financial and accounting processes and the quality and integrity of the Company's financial statements and internal controls. |
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Oversee the Company's enterprise-wide risk management program and manage the asset and liability function. |
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The Board and its Committees may retain or obtain the advice of independent legal, financial and other advisors. |
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Evaluate the CEO's performance and compensation. |
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Strong Independent Leadership with Defined Roles and Responsibilities |
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In accordance with the Company's Lead Independent Director Guidelines, we have a Lead independent Director that is separate from the combined role of our Chairman, President & Chief Executive Officer. |
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Executive sessions of the independent directors are conducted by the Lead Independent Director at regularly scheduled meetings or as needed. |
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The Nomination Committee annually reviews the performance and effectiveness of the Board and its Committees. |
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The Lead Independent Director coordinates a separate, annual evaluation process of the Chairman of the Board. |
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In conjunction with the annual review and assessment of the Board structure, our Nomination Committee recommended, and the Board approved, the appointment of |
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Governance Practices that Support Board Effectiveness and Stockholder Interests |
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Annual board and committee evaluations. |
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Stockholder rights include: |
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proxy access as detailed in our Bylaws; and |
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right to call a special meeting for stockholders owning 10% or more of our stock. |
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Insider Trading, anti-hedging and anti-pledging policies. |
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Code of conduct. |
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Annual election of directors. |
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Directors elected by a plurality-plus voting standard coupled with a mandatory resignation policy for nominees who fail to achieve an affirmative majority of the votes cast for election. |
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Equity ownership guidelines for directors. |
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Active engagement with stockholders. |
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2025 PROXY STATEMENT |
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Proxy Statement Summary
2024 Compensation Discussion and Analysis (page 41)
Compensation Philosophy and Objectives
We believe that the most effective executive compensation programs align the interests of Named Executive Officers ("NEO") with those of stockholders. A properly structured compensation program will reinforce and support the development of a strong performance-oriented culture within the Company to achieve specific short and long-term strategic objectives while taking into consideration potential risk implications, such as discouraging imprudent risk-taking that threatens the long-term value of the Company.
2024 Say-on-PayCompensation Decisions
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At our 2024 annual meeting of stockholders, approximately 97% of the votes cast for say-on-payapproved our executive compensation decisions. Stockholders made it clear that they are pleased with the significant changes we made to our program, which were influenced by feedback we received from our stockholders in the fall of 2023 following a robust stockholder outreach campaign. During that campaign, we proactively reached out to stockholders representing 67% of our outstanding shares and conducted meetings with stockholders representing approximately 38% of our outstanding shares. The Chair of the The following summarizes what the feedback we received from stockholders during our engagement activities, and the actions we took in 2024 to address their input on NEO compensation. We believe these changes create a stronger incentive structure that continues to incentivize the senior leadership team to execute strategies that drive our business results and reflect our investors' preferences. We continue to maintain an open dialogue with our stockholders. In the fall of 2024, we again engaged with our stockholders, by reaching out to stockholders representing 69% our outstanding shares and held meetings with stockholders representing approximately 16% of our outstanding shares. Those with whom we met affirmed their support for our program. |
| What We Heard from Stockholders | What We Did | |
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Stockholders would prefer stronger alignment between the overall compensation structure for the CEO and other NEOs |
● Implemented a weighted scorecard under the Short-Term Incentive Plan ("STIP") for all NEOs that places an emphasis on financial performance: ¡ 80% based on achievement of pre-determinedfinancial objectives ¡ 20% is a discretionary payment based on achievement of individual objectives |
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Stockholders would like to see diverse use of performance metrics in the incentive plans |
● Restructured the STIP and LTIP to remove overlapping performance metrics, and use a balanced mix of absolute and relative measures across the plans |
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Stockholders favor three-year performance measurement periods for all Long-Term Incentive Plan ("LTIP") goals |
● Eliminated 12-monthEPS goal under the LTIP - actual Performance Share Unit ("PSU") awards earned are now based on performance results after the end of a three-year performance period |
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2025 PROXY STATEMENT |
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Proxy Statement Summary
Our executive compensation program has three primary elements: base salary, annual cash incentives (under our STIP), and long-term equity incentives (under our LTIP). Based on our performance and consistent with the design of our program based on the changes described above, the Compensation Committee made the following executive compensation decisions for fiscal year 2024 with respect to these elements:
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Base Salary |
We approved base salary increases for all NEOs for fiscal 2024, with larger increases approved for |
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Short-Term Incentive Program ("STIP") |
Consistent with financial performance and strategic achievements of the Company, STIP awards to the NEOs were paid out below target. See "2024 Executive Compensation Program in Detail - Annual Incentive Awards" under Proposal 3. |
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Long-Term IncentiveProgram ("LTIP") |
The 2024 LTIP awards granted to our NEOs are 50% time-vested Restricted Stock Units ("RSUs") were 50% PSUs over three years. Consistent with the terms of the 2022 LTIP, the NEOs earned 70% of their target PSUs for the 2022 - 2024 performance cycle. See "2024 Executive Compensation Program in Detail - Long-Term Equity Incentive Awards" under Proposal 3. |
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Best Compensation Practices & Policies
Our executive compensation program is reinforced by the following best-practice governance standards which encourage prudent decision-making and prevent excessive risk-taking behavior through the following processes, policies and practices:
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Stock ownership policy; |
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Clawback policy; |
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No automatic "single trigger" vesting upon a change of control; |
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Independent compensation consultant retained and consulted, as needed; and |
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No excessive perquisites. |
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2025 PROXY STATEMENT |
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Proxy Statement Summary
Annual Meeting Overview (page 75)
To assist you in reviewing the proposals to be acted upon at the 2025 Annual Meeting, below is a summary of certain relevant information. This summary does not contain all the information you should consider. You should review this entire Proxy Statement and our 2024 Annual Report on Form 10-Kbefore voting. Your vote is important. Only stockholders of record as of the close of business on the Record Date listed below are entitled to notice of, and to vote at, the Meeting or at any postponement or adjournment thereof. On or about
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Items of Business
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Proposal |
Description |
Board Recommendation |
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Election of Directors.Election of the 11 director nominees as named in this Proxy Statement, each for a one-yearterm expiring at the 2026 annual meeting of stockholders. |
FOR ALL |
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Ratification of Auditor.Ratification of the appointment of |
FOR | 33 | |||
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Advisory Vote to Approve Executive Compensation.Approval, on an advisory and non-bindingbasis, to approve the compensation paid to our Named Executive Officers as disclosed in this Proxy Statement. |
FOR |
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PROPOSAL 1: ELECTION OF DIRECTORS
Executive Summary
Our Board currently consists of 12 directors. As previously reported by the Company, Director
Nominees for Director at the Annual Meeting
Our Board has nominated each of the 11 director nominees listed below, to serve as directors of the Company, each for a one-yearterm expiring at the 2026 annual meeting of stockholders, and until their successors are duly elected and qualified.
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Director Nominee | Director Since |
Age(1) | Independent | Professional or Relevant Experience | |||||||
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Chairman, President & CEO Director since 2011 |
67 |
Banker | Attorney | Accountant |
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Lead Independent Director Director since 2014 |
74 |
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Auditor | Consultant | Entrepreneur |
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Honorary Chairman Director since 2016 |
79 |
Entrepreneur |
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Director since 2016 |
73 |
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Retired Entrepreneur |
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Director since 2014 |
69 |
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Retired Portfolio Manager | Financial Analyst |
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Director since 2016 |
50 |
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Attorney |
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Deputy Lead Independent Director Director since 2020 |
66 |
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Retired Auditor |
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Director since 2024 |
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Former Private Equity Partner |
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Director since 2014 |
74 |
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Retired Banker | Accountant |
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Director since 2021 |
65 |
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Retired Banker | Attorney |
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Scott Yoon-SukWhang Director since 2007 |
79 |
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Retired Entrepreneur |
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As of the Record Date. |
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2025 PROXY STATEMENT |
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Proposal 1
Each of the 11 director nominees named in this Proxy Statement has agreed to serve if elected and the Board has no reason to believe that any director nominee will become unavailable to serve as a director. The proxy holders named on the proxy card will vote all proxies for the election of the 11 director nominees listed above, unless authority to vote for the election of any of the director nominees is withheld.
If any of the director nominees should become unable to serve as a director, the proxies solicited hereby may be voted for a substitute nominee designated by the Board. The 11 director nominees receiving the highest number of affirmative votes of the shares entitled to be voted at the Annual Meeting shall be elected as directors. Withheld votes and broker non-voteswill have no effect on the election of director nominees. However, those failing to receive a majority of the votes cast for election are required to tender their resignation. See "Actions Required if Any Director Nominee Does Not Receive the Required Majority Vote" under General Information.
We believe that each director nominee has the skills, experience and qualifications we seek in our directors, and that the combination of the director nominees standing for election will allow for an effective, engaged and well-functioning Board that serves both the Company and its stockholders.
Board Recommendation
At the recommendation of the Nomination Committee, the Board has nominated each of the 11 individuals for election to our Board, each for a one-yearterm, ending on the date of the 2026 annual meeting of stockholders. Each director nominee has consented to being named as a director nominee in this Proxy Statement and has agreed to serve if elected.
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The Board recommends a vote "FOR" ALL of the director nominees identified in Proposal 1. |
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2025 PROXY STATEMENT |
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Proposal 1
Director Nomination Process
As specified in the charter of the
The Nomination Committee considers many factors in nominating directors to serve on the Board, including the following:
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diversity of professional disciplines and backgrounds; |
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experience in business, finance or administration; |
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familiarity with national and international business matters; |
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familiarity and experience with the commercial banking industry; |
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personal prominence and reputation in the community, and ability to enhance the reputation of the Company in the business community; |
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availability of time to devote to the work of the Board and one or more of its committees; |
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specific qualifications which complement and enhance the overall core competencies of the Board and/or committee assignments; |
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activities and associations of each candidate; |
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interests of the stockholders as a whole; |
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independence determination; |
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how the candidate will further the strategic goals of the Company; |
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how the candidate's skill set fills a specific need identified by the Nomination Committee; and |
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the extent to which a nominee may otherwise add diversity to the Board. |
The below diagram describes the ongoing process to identify qualified candidates for board service and the director nomination process for the Company's annual meeting of stockholders:
Stockholder Recommended Candidates
The Nomination Committee will utilize the same standards for evaluating director candidates recommended by stockholders as it does for candidates proposed by the Board or members thereof.
Nominations, other than those made by or at the direction of the Board or by the Nomination Committee, may only be made pursuant to timely notice in writing to the Corporate Secretary of the Company as provided in our Bylaws. To be timely (including a request for inclusion of a director nominee pursuant to Rule 14a-19of the Securities and Exchange Act of 1934, as amended ("Exchange Act")), a stockholder's notice must be received at the principal executive offices of the Company (i) in the case of an annual meeting of the stockholders, not less than 100 days, nor more than 120 days, prior to the first anniversary of the immediately preceding annual meeting of the stockholders; provided, however, that in the event that the date of the annual meeting of stockholders is more than 30 days before or after such anniversary date, notice by the stockholder to be timely must
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2025 PROXY STATEMENT |
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Proposal 1
be so received not later than the close of business on the tenth day following the earlier of the date on which notice or public announcement of the date of the annual meeting of stockholders was first given or made by the Company, and (ii) in the case of a special meeting of the stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the earlier of the date on which notice or public announcement of the date of the special meeting was first given or made by the Company.
A stockholder's written nomination notice to the Corporate Secretary of the Company must set forth the following as to each person whom the stockholder proposes to nominate for election or reelection as a director:
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the name, age, business address and residence address of the person; |
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the principal occupation or employment of the person; |
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the class and number of shares of capital stock of the Company that are beneficially owned by the person; |
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any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Section 14(a) of the Exchange Act and the rules and regulations of the |
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whether such person has filed or intends to file with any bank regulatory bodies any notice, application or other filing concerning a change of control of the Company or any of its subsidiaries. |
In addition, upon the Company's request, any proposed director nominee must promptly (but in any event within ten (10) days of the Company's request) complete and retua director questionnaire to be provided by the Company.
Additionally, the written nomination must also include the following information about the stockholder giving the notice:
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the name and record address of the stockholder; |
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the class and number of shares of capital stock of the Company that are beneficially owned by the stockholder; |
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a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationship, between or among such stockholder and any other beneficial owner of the Company's stock, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-Kif the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the "registrant" for purposes of such rule and the nominee were a director or executive officer of such registrant; and |
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whether the stockholder has filed or intends to file with any bank regulatory bodies any notice, application or other filing concerning a change of control of the Company or any of its subsidiaries. |
Further, if a stockholder will solicit proxies for a nominee or nominees other than the Company's nominees in accordance with Rule 14a-19,such stockholder notice must also provide:
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all other information required by Rule 14a-19; |
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each proposed director nominee's written consent to being named in the Company's proxy statement for the applicable meeting and the associated proxy card; |
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a written representation and undertaking that such stockholder intends to deliver a proxy statement and/or form of proxy to holder of shares representing at least 67% of the voting power of the stock entitled to vote generally in the election of directors in accordance with Rule 14a-19,and that a statement to such effect will be included in such stockholder's proxy statement; and |
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a written representation and undertaking that such stockholder will comply with all requirements of the Exchange Act and the regulations promulgated thereunder, including but not limited to Rule 14a-19and all other requirements of Regulation 14A (as such rule and regulations may be amended or interpreted from time to time by the |
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Proposal 1
In addition, the stockholder shall provide the Company a written certification within 10 days prior to the meeting for the election of directors (or any adjournment, postponement or rescheduling thereof) with reasonable documentary evidence that such stockholder has complied with the representations and undertakings made pursuant to the last two bullet points set forth above.
Finally, the Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company. No person nominated by a stockholder shall be eligible for election as a director of the Company unless nominated in accordance with the procedures for the same, which are set forth in full in the Company's Bylaws.
The Board (and any other person or committee authorized by the Board) shall have the power and duty to determine whether a nomination was made in accordance with the procedures and other requirements set forth in the Company's Bylaws (including compliance with Rule 14a-19)and, if any proposed nomination was not made in compliance with the Bylaws, to declare that such nomination shall be disregarded, in each case, acting in good faith; provided that, if any determination must be made at a meeting of the stockholders, the chair of the meeting shall have the power and duty, acting in good faith, to make such determination, unless otherwise determined by the Board. Any determination adopted in good faith by the Board (or any other person or committee authorized by the Board) or the chair of the meeting, as the case may be, shall be binding on all persons, including the Company and its stockholders (including any beneficial owners).
Board Composition
Our Bylaws and Certificate of Incorporation provide that the number of directors on the Board may be no less than 5 and not more than 25, with the exact number to be fixed by the Board or its stockholders. Our current Board consists of 12 directors who come from diverse backgrounds, drawing on their substantial experience in business, finance, public accounting, law, banking, and risk management. Following the Annual Meeting if all director nominees are elected by our stockholders, our Board will be fixed at 11 directors. Our Board believes that the composition of the Board should provide our Company with the combined skills, experience and differing perspectives to support effective and engaged Board members.
The charts below reflect the composition of the Board if all 11 director nominees are elected by our stockholders at the Annual Meeting. Our Board believes that the combination of expertise, diversity and independence of these 11 individuals supports a well-balanced Board.
| Ethnic Diversity | Independence | |
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2025 PROXY STATEMENT |
12 | |||||||
Table of Contents
Proposal 1
Overview of Director Nominee Qualifications and Experience
Our slate of director nominees consists of senior leaders with expertise in financial services, banking and regulatory compliance, and corporate governance. The chart below depicts an overview of the key industry experience and qualifications of our 11 director nominees. While taken into consideration by our Board in connection with the director nomination process, this chart does not encompass all of the qualifications and experience of our director nominees, who also have substantial experience in community relations, credit risk management, and board and committee leadership, among other skills. For more information about the qualifications and expertise considered by our
Director Nominee Biographies
The section contains the biographical information of each of our 11 director nominees, all of whom have been nominated by the Board to stand for election at the Annual Meeting. The biographies below contain information about each of the director nominees, including their principal occupation, business experience and qualifications to serve on the Board.
There are no arrangements or understandings by which any of the directors or nominees for director of the Company were selected. Other than Director
| 13 |
2025 PROXY STATEMENT |
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Table of Contents
Proposal 1
For biographical information of our Chairman and Director Nominee,
|
|
||
|
Lead Independent Director & Director Nominee Age:74 Committee Membership: Compensation Committee (Chair) Audit Committee Nomination Committee |
A recognized expert in complex accounting matters, Director Nominee Qualifications and Expertise ● Audit, accounting and financial reporting ● Executive and incentive compensation and benefits ● Human capital management and succession planning |
|
|
|
||
|
Honorary Chairman & Director Nominee Age:79 Committee Membership: Board Risk Committee Executive Committee |
Director Nominee Qualifications and Expertise ● Finance, capital markets and M&A ● Financial services industry ● Strategic planning, business development and operations |
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2025 PROXY STATEMENT |
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Table of Contents
Proposal 1
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Director Nominee Age:73 Committee Membership: Nomination Committee Executive Committee |
Director Nominee Qualifications and Expertise ● Executive leadership and management roles ● Financial services industry ● Human capital management and succession planning |
|
|
|
||
|
Director Nominee Age:69 Committee Membership: Audit Committee Nomination Committee Board Risk Committee |
Director Nominee Qualifications and Expertise ● Accounting, auditing and financial reporting ● Executive leadership and management roles ● Finance, capital markets and financial services |
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Table of Contents
Proposal 1
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Director Nominee Age:50 Committee Membership: Audit Committee Compensation Committee |
Director Nominee Qualifications and Expertise ● Corporate governance and ethics ● Executive and incentive compensation and benefits ● Human capital management and succession planning |
|
|
|
||
|
Deputy Lead Independent Director & Director Nominee Age:66 Committee Membership: Audit Committee (Chair) Nomination Committee Board Risk Committee |
Director Nominee Qualifications and Expertise ● Accounting, auditing and financial reporting ● Banking and regulatory compliance ● Finance and capital markets |
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2025 PROXY STATEMENT |
16 | |||||||
Table of Contents
Proposal 1
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Director Nominee Age:40 Committee Membership: Audit Committee Board Risk Committee |
Director Nominee Qualifications and Expertise ● Executive and incentive compensation and benefits ● Finance, capital markets and M&A ● Strategic planning, business development and operations |
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Director Nominee Age:74 Committee Membership: Board Risk Committee (Chair) |
Director Nominee Qualifications and Expertise ● Accounting, auditing and financial reporting ● Banking and regulatory compliance ● Credit review and management |
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Table of Contents
Proposal 1
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|
Director Nominee Age:65 Committee Membership: Board Risk Committee Executive Committee |
Director Nominee Qualifications and Expertise ● Banking and regulatory compliance ● Corporate governance and ethics ● Executive leadership and management roles |
|
|
Scott Yoon-SukWhang |
||
|
Director Nominee Age:79 Committee Membership: Nomination Committee (Chair) Compensation Committee Executive Committee |
Scott Yoon-SukWhanghas been a director of the In 2006, Director Nominee Qualifications and Expertise ● Financial services industry and M&A ● Human capital management and succession planning ● Strategic planning, business development and operations |
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2025 PROXY STATEMENT |
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Table of Contents
Proposal 1
Corporate Governance
In performing its role, our Board is guided by our Corporate Governance Guidelines. Our Corporate Governance Guidelines establish a framework for the governance of the Board and the management of the Company. We believe that sound and prudent corporate governance is essential to the integrity of our Company. Our Board oversees the Company's corporate governance and takes seriously its responsibility to promote the best interests of our stockholders, employees, customers and the communities that we serve. Good corporate governance is the basis for our decision-making and control processes and enhances the relationships we have with all our stakeholders.
The Corporate Governance Guidelines were adopted by our Board and reflect regulatory requirements and broadly recognized best governance practices, including the
In addition, the Company maintains Lead Independent Director Guidelines that specify certain duties and responsibilities of our Lead Independent Director, as well as a Director Code of Ethics and Business Conduct that applies to all directors and a Code of Ethics and Business Conduct which applies to all officers and employees.
Corporate Governance Documents
The full texts of the materials listed below, are publicly available on our website at: www.ir-hopebancorp.com, under the Corporate Governance menu, within the Governance Documents section. By including the foregoing website address link, we do not intend to, and shall not be deemed to, incorporate by reference any material contained therein.
| ● |
Corporate Governance Guidelines |
| ● |
Employee Code of Ethics and Business Conduct |
| ● |
Lead Independent Director Guidelines |
| ● |
Director Code of Ethics and Business Conduct |
| ● |
Charters of the Board's principal committees: Audit Committee, Nomination Committee, and Compensation Committee |
If the Company makes any substantive amendments to the director or employee versions of the Code of Ethics and Business Conduct or grants any waiver from a material provision of the Code of Ethics and Business Conduct to any director or executive officer, it is the Company's policy to promptly disclose the nature of the amendment or waiver as required by applicable laws, rules and regulations. We will post such amendment to the Code of Ethics and Business Conduct or any waivers of such Code of Ethics and Business Conduct for our directors and executive officers on our website at the same address noted above.
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Table of Contents
Proposal 1
Board Leadership Structure
We believe our Board structure serves the interests of the stockholders by balancing the practicalities of running the Company with the need for director accountability. Our Board is committed to having a sound governance structure that promotes the best interests of all Company stockholders and our current leadership structure reflects the following principles:
|
Yearly Elections |
We believe that yearly elections hold the directors accountable to our stockholders, as each director is subject to re-nominationand re-electioneach year. We maintain a plurality-plus voting standard coupled with a mandatory resignation policy for nominees who fail to achieve an affirmative majority of votes cast for election. Under this policy, if a nominee for election (or re-election)as director in an uncontested election does not receive at least a majority of the votes cast at any meeting called for, among other things, the election of directors, at which a quorum has been confirmed, the director, although duly elected in accordance with the requirements of the DGCL, shall promptly (and in any event within two business days following the election) tender his or her resignation (conditioned upon acceptance by the Board) to the Chair of the Nomination Committee with a copy to the Chairman of the Board. In the event that any director does not tender his or her conditional resignation in accordance with this Policy, he or she will not be re-nominatedby the |
|
|
Independent Oversight |
All of our directors are independent, except for |
|
|
Chairman of the Board |
The Chairman of the Board is appointed annually by the Board. The Board believes the combined roles of the Chairman and Chief Executive Officer positions create good efficacy around business operations and board administration. For information about the compensation and performance of the Chairman for his role as President and Chief Executive Officer, see "Compensation Discussion & Analysis" under Proposal 3. |
|
|
Lead IndependentDirector |
Pursuant to our Lead Independent Director Guidelines, in the case where the Chairman of the Board is not deemed to be independent, we believe an independent director should be designated to serve in a lead capacity as a liaison between the independent directors and the Chairman. Since The Lead Independent Director Guidelines outline the responsibilities of the Lead Independent Director, which include, among others, coordinating the evaluation process of, and providing feedback to, the Chairman related to his performance as Chairman of the Board in collaboration with the Chair of the Nomination Committee; presiding over executive sessions of independent directors, which may be held after a regularly scheduled Board meeting and at such other times as deemed necessary at the discretion of the Lead Independent Director; and preparing meeting agendas in collaboration with the Chairman of the Board. |
|
|
DeputyLead Independent |
In conjunction with the annual review of the composition of the Board and its committees, the Board also approved the recommendation made by the Nomination Committee, to appoint |
|
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2025 PROXY STATEMENT |
20 | |||||||
Table of Contents
Proposal 1
Board Composition Considerations and Director Nominee Independence
The Listing Rules of the
Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of his or her family members, and the Company, the Company's senior management and the Company's independent registered accounting firm, the Board affirmatively has determined that all of our directors are independent within the meaning of the applicable Listing Rules of the
While our Nomination Committee carefully considers diversity of professional disciplines and backgrounds when evaluating director candidates, our Board does not have a formal written diversity policy. When reviewing the qualifications of candidates to the Board, our Nomination Committee considers the following factors, among others:
| ● |
personal and professional ethics and integrity, including prominence and reputation, and ability to enhance the reputation of the Company; |
| ● |
the current composition of the Board, including size, diversity among the existing Board members, specific business experience and competence, including an assessment of whether the candidate has experience in, and possesses an understanding of, business issues applicable to the success of the banking industry; |
| ● |
financial acumen, including whether the candidate, through education or experience, has an understanding of financial matters and the preparation and analysis of financial statements; |
| ● |
professional accomplishments, ethical character, and reputation in the community; |
| ● |
educational background; and |
| ● |
whether the candidate has expressed a willingness to devote sufficient time to carrying out his or her duties and responsibilities effectively and is committed to service on the Board. |
As currently comprised, the members of our Board are drawn from various market sectors and industry groups with a presence in the Company's niche markets, and collectively have a wealth of banking experience. Board members are individuals with knowledge and experience who serve and represent the communities in which we serve. Based on their professional acumen and experience, the current director nominees provide expertise in accounting, auditing, financial services, financial reporting, banking and regulatory compliance, corporate governance, executive and incentive compensation and benefits, executive leadership, finance and capital markets, human capital management and succession planning, M&A, strategic planning, business development and operations, among other skills and qualifications. The Nomination Committee believes that the backgrounds and qualifications of the director nominees, considered as a group, provide a significant composite mix of experience, knowledge and qualifications, as discussed above, which will allow the Board to effectively perform its duties.
For specific information about the diversity of our director nominees, see "Overview of Director Nominee Qualifications and Experience" under this Proposal 1.
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2025 PROXY STATEMENT |
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Table of Contents
Proposal 1
Meetings and Committees of the Board
Our Company's Board has a total of five standing committees, consisting of three principal committees the: (i) Audit Committee, (ii) Nomination Committee, and (iii) Compensation Committee as well as two additional committees the: (iv) Board Risk Committee, and (v) Executive Committee. The Nomination Committee reviews the composition of the committees of the Board annually to determine that the committee assignments fit the current composition, the skills and experience of our directors and the Company's strategic objectives. Subsequent to the 2024 annual meeting of stockholders, the Nomination Committee recommended, and the Board approved, the committee assignments of our directors effective
The chart below reflects the current composition of our Board and each of its standing committees including the number of meetings held during 2024:
|
Committees of the Board |
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|
Directors |
Audit | Nomination | Compensation |
Board Risk |
Executive | |||||||||
|
Lead Independent Director, Director Nominee |
●
Financial Expert |
● | Chair | |||||||||||
|
Honorary Chairman, Director Nominee |
● | ● | ||||||||||||
|
Director Nominee |
● | ● | ||||||||||||
|
Director Nominee |
● | ● | ● | |||||||||||
|
Director Nominee |
● | ● | ||||||||||||
|
Deputy Lead Independent Director, Director Nominee |
Chair
Financial Expert |
● | ● | |||||||||||
|
Director Nominee |
●
Financial Expert |
● | ||||||||||||
|
Director |
●
Financial Expert |
● | ||||||||||||
|
Director Nominee |
Chair | |||||||||||||
|
Director Nominee |
● | ● | ||||||||||||
|
Scott Yoon-SukWhang Director Nominee |
Chair | ● | ● | |||||||||||
|
Executive Director(s) |
||||||||||||||
|
Chairman, Director Nominee |
Chair | |||||||||||||
|
Meetings Held in 2024 |
15 | 6 | 8 | 8 | 6 | |||||||||
| (1) |
As previously noted, and disclosed by the Company, |
During 2024, there was an aggregate total of 10 joint meetings held by the Boards of the Company and the Bank (consisting of seven regular meetings and three special meetings). The number of meetings held by each of the standing committees are listed in the table above. All the current directors attended at least 75% of the aggregate total number of meetings of the Board and the committees on which they served during their periods of service in 2024.
It is the Company's policy to encourage its director nominees to attend each of the Company's annual meetings of stockholders, and all the director nominees are expected to attend the Meeting, whether the Meeting is held in-personor virtually. All current directors attended the 2024 annual meeting of stockholders.
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2025 PROXY STATEMENT |
22 | |||||||
Table of Contents
Proposal 1
The Board has standing Audit, Nomination, and Compensation Committees (collectively, "principal committees") for which the Board has adopted written charters. The Board has also adopted charters for the Board Risk Committee and the Executive Committee. Below is more detailed information regarding the principal committees.
| Audit Committee |
Number of Meetings Held in 2024: 15 |
|||||
|
Members: |
The Audit Committee has been appointed by our Board to assist in fulfilling the Board's oversight responsibilities related to auditing, accounting, and financial reporting. The Audit Committee is appointed by the Board to, among other responsibilities: ● provide oversight of the Company's accounting and financial reporting processes and the quality and integrity of the Company's financial statements and reports, including the Company's internal controls over financial reporting and disclosures, ● appoint and approve the registered public accountants engaged as the Company's independent external auditor, ● oversee the engagement, qualifications, independence, compensation, and performance of the independent auditor, ● preapprove all audit, audit-related, tax, or other services, if any, to be provided by the independent auditor, ● prepare, or direct to be prepared, the audit committee report required by the Exchange Act, and the rules and regulations thereunder for inclusion in the Company's annual proxy statement, ● provide oversight and monitoring of the Company's internal audit function, ● be directly responsible for the hiring, annual performance evaluation, compensation, and oversight of the Company's Chief Internal Audit Executive, ● provide an avenue of communication among the independent auditors, management, the internal auditors, and the Board, and ● assume any other duties as delegated by the Board. |
|||||
|
The Board has determined that each member of the Audit Committee is independent, and the following members are audit committee financial experts: |
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| Nomination Committee |
Number of Meetings Held in 2024: 6 |
|||||
|
Chair Members: |
● assist our Board in identifying qualified individuals to become board members, consistent with criteria approved by our Board, ● determine the composition of the Board, ● recommend to our Board the director nominees for each annual meeting, ● review each director's independence in accordance with the Listing Standards of the ● assure that an appropriate governance structure is established and maintained and conduct an annual assessment of our Board's performance and effectiveness. |
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|
The Board has determined that each of the members of the Nomination |
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| 23 |
2025 PROXY STATEMENT |
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Table of Contents
|
Compensation Committee
|
Number of Meetings Held in 2024: 8
|
|||||
|
Chair Members:
Scott Yoon-Suk Whang
|
●
determine the compensation of our Chief Executive Officer and, where appropriate, recommend the compensation package to the ●
determine the compensation of officers covered in Rule 16-1(f)
of the Exchange Act as well as considering recommendations of our Chief Executive Officer relating thereto, ●
be responsible for considering and making recommendations to our Board concerning compensation, benefit plans, and implementation of sound personnel policies and practices, ●
review and analyze risks arising from the Company's compensation policies and practices for employees and whether such risks are reasonably likely to have a material adverse effect on the Company in accordance with ●
review and approve employment agreements and any severance plans or arrangements, ●
review and recommend the frequency of Say-on-Pay
votes included in the Company's proxy statement, and ●
monitor the performance of our Section 16 Officers in relation to applicable corporate goals and strategies and seek to ensure that compensation and benefits are at levels that enable us to attract and retain high quality employees, are consistent with our strategic goals, are internally equitable and are consistent with all regulatory requirements. |
|||||
|
The Board has determined that each of the members of the Compensation Committee are independent.
|
||||||
|
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee (
|
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2025 PROXY STATEMENT
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24
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Table of Contents
Proposal 1
As described in our Corporate Governance Guidelines, stockholders interested in communicating with our Board may do so by contacting:
|
By Mail: Attention: Lead Independent Director |
By Email: |
As set forth in our Corporate Governance Guidelines, all communications must state the number of shares owned by the security holder making the communication. The Lead Independent Director will review each communication and forward it to our Board or to any individual director to whom the communication is addressed unless the communication is frivolous in nature, unduly hostile or similarly inappropriate, in which case, the Lead Independent Director may disregard the communication. In addition, no response is required if a communication is determined to be invalid, including, but not limited to, a phishing incident or other malicious cybersecurity attempt. Every effort is made to ensure that the views of stockholders are heard by our Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner.
A copy of our Corporate Governance Guidelines is posted to the Corporate Governance Documents section of the Company's website at: www.ir-hopebancorp.com. By including the foregoing website address link, we do not intend to, and shall not be deemed to, incorporate by reference any material contained therein.
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2025 PROXY STATEMENT |
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Table of Contents
Proposal 1
Board's Role in Risk Oversight
Our enterprise-wide approach to risk management is overseen by our Board and designed to support organizational objectives in the areas of strategy, operations, reporting and compliance to mitigate undue risk exposure to the organization. Our Board recognizes that such objectives are important to improve and sustain long-term organizational performance and stockholder value. A fundamental part of risk management is not only to identify the risks our Company faces and implement steps to manage those risks, but also determining what constitutes the appropriate level of risk based upon our Company's activities.
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2025 PROXY STATEMENT |
26 | |||||||
Table of Contents
Proposal 1
Technology Risk Governance and Corporate Responsibility
A key operational risk facing the Company is risk to its information security, which includes cybersecurity risks. Risks from cybersecurity threats represent, among other things, exposure to failures or interruptions of service and breaches of security, including as a result of malicious technological attacks, that impact the confidentiality, availability or integrity of our or third parties' operations, systems or data. The Company seeks to mitigate information security risk and associated reputational and compliance risk by employing a multi-layered Information Security Program, which is focused on preparing for, preventing, detecting, mitigating, responding to and recovering from cybersecurity threats and cybersecurity incidents and ensuring the Company's processes and information systems operate effectively and are reasonably designed to mitigate the aforementioned risks.
While our Board and the Board Risk Committee oversee our Information Security Program, management is responsible for implementing the program. Our Chief Information Security Officer, who reports to our
With regards to involvement and oversight of artificial intelligence, our Board and our Board Risk Committee are evaluating the risks of the Company's use and implementation of artificial intelligence and are considering strategic and responsible use of artificial intelligence. The Board recently adopted a policy to define the acceptable use of artificial intelligence technology, which limits its use until any such technology proposed to be deployed at the Company is vetted by management and information security and approved through the appropriate channels.
Our Board and our Board Risk Committee also oversee the Company's overall corporate responsibility goals, including approving a policy and framework governing corporate responsibility.
| 27 |
2025 PROXY STATEMENT |
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Table of Contents
Proposal 1
Equity Ownership Guidelines for Non-EmployeeDirectors
We believe the ownership of our Company's stock by our directors ensures a strong alignment of the interests of our Board with that of our stockholders. As stated in the Company's Corporate Governance Guidelines and Stock Ownership Policy, each non-employeedirector of the Board must own shares of the Common Stock of the Company that are of at least three times the value of his or her annual director retainer fee paid in cash (the non-employeedirector "equity ownership guidelines"); each director is given five years from his or her initial appointment or election to the Board to satisfy this requirement. The requirements of these provisions may be met by shares owned directly or indirectly and vested restricted stock, as well as unvested restricted stock units subject only to time-based vesting requirements as further described in the Company's Stock Ownership Policy, which is overseen by the Compensation Committee.
The required amount of equity ownership of each participant is based on the closing price of the Company's Common Stock and the annual director retainer fee in effect, both as of the last trading day of the applicable calendar year. If such requirements have not been met within the five-year period, such individuals must retain 100% of the net shares received pursuant to any equity incentive award, after shares are sold or withheld, as the case may be, to pay any exercise price or satisfy any tax obligations arising in connection with the exercise, vesting or payment of the award. The Compensation Committee in its discretion may extend the period for attainment of the ownership levels in appropriate circumstances.
Non-EmployeeDirector Satisfaction of Equity Ownership Guidelines as of
The following table presents information about compliance with our equity ownership guidelines. As set forth in the chart below, all non-employeedirectors comply with the Company's equity ownership guidelines, except for
|
Non-Employee Directors as of December 31, 2024(1) |
Target number of shares to Satisfy Non-Employee Director Equity Ownership Guidelines(2) |
Number of Shares Held Directly and Indirectly(3) |
Guidelines Satisfied OR Target Date to |
||||||||||||
|
|
13,181 | 51,236 | ü | ||||||||||||
|
|
13,181 | 3,245,317 | ü | ||||||||||||
|
|
13,181 | 510,439 | ü | ||||||||||||
|
|
13,181 | 17,241 | ü | ||||||||||||
|
|
13,181 | 588,233 | ü | ||||||||||||
|
|
13,181 | 29,067 | ü | ||||||||||||
|
|
13,181 | 5,137 | |||||||||||||
|
|
13,181 | 40,140 | ü | ||||||||||||
|
|
13,181 | 81,228 | ü | ||||||||||||
|
|
13,181 | 49,464 | ü | ||||||||||||
|
Scott Yoon-SukWhang |
13,181 | 104,868 | ü | ||||||||||||
| (1) |
This table provides information about non-employeedirectors as of |
| (2) |
The target number of shares were calculated by dividing |
| (3) |
The number of shares held includes all shares of the Company's Common Stock held as of |
| (4) |
|
|
2025 PROXY STATEMENT |
28 | |||||||
Table of Contents
Proposal 1
Director Compensation
The Company provides a mix of cash and equity compensation to its directors commensurate with their positions on the Board and committee assignments, which is intended to attract and retain qualified candidates to serve on our Board. The directors also receive reimbursement for expenses, including reasonable travel expenses to attend meetings, reasonable outside seminar expenses, and other Board service-related expenses.
The Company's compensation and benefits are designed to pay directors fairly for work required for an organization of the size and scope of the Company, align the directors' interest with the long-term interests of stockholders, and provide compensation that is transparent and straightforward for stockholders to understand. In setting the compensation for directors, the Company considers the amount of time that directors expend in fulfilling their duties to the Company as well as the skill level and experience required by our Board. The Company also considers Board compensation practices at similarly situated banks, while keeping in mind the compensation philosophy of the Company and the stockholders' interests.
Director Compensation Program
Each year the director compensation program is reviewed by the Nomination Committee. Upon review by the Nomination Committee in 2024, the recommendation was made to revise the director compensation program previously in place to provide compensation paid to non-employeesin a manner that enables us to attract and retain outstanding director candidates and reflect the time commitment necessary to oversee the Company's affairs. Per the recommendation of the Nomination Committee, the Board approved and adopted the revised director compensation program reflected below as of
The current compensation paid to non-employeedirectors remains a mix of cash and equity-based compensation. All directors receive the annual retainer. The Board designated that the Lead Independent Director, Honorary Chairman, and Deputy Lead Independent Director each receive additional compensation for their service in these roles. Finally, additional compensation is paid to each of the Committee Chairs for their service in these Board assigned roles. The schedules below reflect the current and prior director compensation programs wherein the revisions made to the director compensation program as of
|
Current Schedule of Director Fees Effective |
|||||||||||||||
|
Description |
Cash(1) | Equity(2) | Other Compensation(3) |
||||||||||||
|
Director Annual Retainer |
|||||||||||||||
|
Lead Independent Director and Honorary Chairman Annual Retainer |
- | ||||||||||||||
|
Deputy Lead Independent Director Annual Retainer |
$ 9,000 | $ 9,000 | - | ||||||||||||
|
Committee Chair Annual Retainer |
$ 9,000 | $ 9,000 | - | ||||||||||||
| (1) |
In general, cash compensation is paid in monthly installments. |
| (2) |
The equity awards are in the form of RSUs, whose value is determined on the date of grant, which is typically the date of the respective annual meeting of stockholders. Such RSUs will vest on the one-yearanniversary of the date of grant or, if earlier, at the occurrence of the next year's annual meeting. |
| (3) |
Other compensation is the annual cost of health insurance coverage, or cash in lieu thereof. |
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Table of Contents
Proposal 1
The previous schedule of director fees from
|
(Previous) Schedule of Director Fees |
|||||||||||||||
|
Description |
Cash(1) | Equity(2) | Other Compensation(3) |
||||||||||||
|
Director Annual Retainer |
$ | 54,000 | $ | 54,000 | |||||||||||
|
Lead Independent Director and |
$ | 28,800 | $ | 28,800 | - | ||||||||||
|
Committee Chair Annual Retainer |
$ | 7,200 | $ | 7,200 | - | ||||||||||
| (1) |
In general, cash compensation is paid in monthly installments. |
| (2) |
The equity awards are in the form of RSUs, whose value is determined on the date of grant, which is typically the date of the respective annual meeting of stockholders. Such RSUs will vest on the one-yearanniversary of the date of grant or, if earlier, at the occurrence of the next year's annual meeting. |
| (3) |
Other compensation is the annual cost of health insurance coverage, or cash in lieu thereof. |
2024 Director Compensation Summary
The following table presents information concerning the compensation of our non-employeedirectors during the fiscal year ended
|
Non-Employee Directors |
Fees Earned or Paid in Cash(1) |
Stock Awards(2) |
Option Awards |
Change in Pension Value and |
All Other Compensation(3) |
Total | ||||||||
|
|
- | - | $ | 191,850 | ||||||||||
|
|
- | - | $ | 180,600 | ||||||||||
|
|
- | - | $ | 140,250 | ||||||||||
|
|
- | - | $ | 123,000 | ||||||||||
|
|
- | - | $ | 123,000 | ||||||||||
|
|
- | - | $ | 154,500 | ||||||||||
|
|
- | - | $ 8,750 | $ | 94,250 | |||||||||
|
|
- | - | $ | 126,000 | ||||||||||
|
|
- | - | $ | 140,250 | ||||||||||
|
|
- | - | $ | 123,000 | ||||||||||
|
Scott Yoon-SukWhang |
- | - | $ | 152,250 | ||||||||||
| (1) |
Amounts shown include fees for the (i) annual director retainer for membership on the Board; and (ii) annual retainer for serving as the chair of a committee. For Messrs. Whang and Zuehls, the amounts include partial annual retainer fees paid as the Lead Independent Director (for |
| (2) |
The grant date fair value is based on the number of shares granted and the closing price of the Company's stock on the grant date (which was |
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2025 PROXY STATEMENT |
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Proposal 1
|
Awards Reflected in the Table Above |
Aggregate Awards Outstanding as of |
||||||||||||||
|
Non-EmployeeDirectors as of |
RSUs Granted During the Year Ended |
Aggregate Number of Unvested RSUs |
Aggregate Number of Vested and Unvested |
||||||||||||
|
|
9,019 | 9,019 | 20,000 | ||||||||||||
|
|
7,878 | 7,878 | 36,167 | ||||||||||||
|
|
5,994 | 5,994 | 20,000 | ||||||||||||
|
|
5,137 | 5,137 | 20,000 | ||||||||||||
|
|
5,137 | 5,137 | 24,404 | ||||||||||||
|
|
6,850 | 6,850 | - | ||||||||||||
|
|
5,137 | 5,137 | - | ||||||||||||
|
|
5,137 | 5,137 | 20,000 | ||||||||||||
|
|
5,994 | 5,994 | 20,000 | ||||||||||||
|
|
5,137 | 5,137 | - | ||||||||||||
|
Scott Yoon-SukWhang(a) |
5,994 | 5,994 | 20,000 | ||||||||||||
| (a) |
For Messrs. Zuehls, Byun, Doo, Lewis and Whang, the stock options are awards with an exercise price of |
| (b) |
For |
| (c) |
For |
| (3) |
Amounts include payments made to all directors for, or in lieu of, receiving health insurance coverage paid by the Company: |
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This Proxy Statement and the Company's 2024 Annual Report on Form 10-Kare available electronically online at www.envisionreport.com/HOPE
|
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PROPOSAL 2: RATIFICATION OF AUDITORS
Executive Summary
The Audit Committee reports to the Board and is responsible for overseeing and monitoring the Company's financial accounting and reporting process, the system of internal controls established by management, the audit process, and the process for monitoring compliance with laws and regulations and our Code of Conduct.
Pursuant to its charter, the Audit Committee has the following responsibilities:
| ● |
Review the quarterly and audited annual financial statements; |
| ● |
Review the adequacy of internal control systems and financial reporting procedures with management and the independent auditor; and |
| ● |
Review and approve the general scope of the annual audit and the fees charged by the independent auditor. |
The Audit Committee of our Board has selected
We are submitting the selection of Crowe to the stockholders for ratification to obtain our stockholders' views. If the stockholders do not ratify the selection of Crowe, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our best interests and the best interests of our stockholders.
Vote Required and Board Recommendation
An affirmative vote of the holders of a majority of shares present (in person or represented by proxy) at the Annual Meeting and entitled to vote on this matter, where a quorum is present, is required to ratify the appointment of Crowe as the Company's independent registered public accounting firm for the year ending
|
The Board recommends a vote "FOR" the ratification of the appointment of |
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Audit Committee Pre-ApprovalPolicies and Procedures
The Audit Committee has adopted policies and procedures for the pre-approvalof all audits and permitted non-auditservices rendered by our independent registered public accounting firm. The policy requires advance approval of all services before an independent public accounting firm is engaged to provide such services. The advance approval of services may be delegated to the Chair of the Audit Committee and, if delegated, subsequently ratified at the next scheduled Audit Committee meeting. All fees described below were pre-approvedby the Audit Committee under that policy.
Fees Paid to Crowe
Aggregate fees for professional services rendered by Crowe for the Company with respect to the years ended
| 2024 | 2023 | |||||||
|
Audit fees |
$ | 1,934,050 | $ | 1,903,108 | ||||
|
Audit-related fees |
30,500 | 12,552 | ||||||
|
Tax fees |
- | - | ||||||
|
All other fees |
- | - | ||||||
|
Total fees |
$ | 1,964,550 | $ | 1,915,660 | ||||
Audit Fees. The audit fees include only fees that are customary under generally accepted auditing standards and are the aggregate fees that we incurred for professional services rendered for the audit of our annual consolidated financial statements for fiscal years 2024 and 2023. Audit fees include the fees for the audit of the consolidated financial statements and internal control over financial reporting and review of our quarterly consolidated financial statements included in our quarterly Form 10-Qfilings for 2024 and 2023.
Audit-Related Fees. Crowe provided consents to the Company in conjunction with filing a Registration Statement on Form S-8during the year ended
Tax Fees. Crowe did not render any tax services to us during the years ended
All Other Fees. No other services were provided to us by Crowe during the years ended
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2025 PROXY STATEMENT |
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Proposal 2
Audit Committee Report
The following Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate this Report by reference.
In performing its functions, the Audit Committee met and held discussions with management of the Company and with Crowe, the independent registered public accounting firm for the Company for the year ended
| ● |
Reviewed and discussed the audited financial statements with management and the independent auditor; |
| ● |
Discussed with the independent auditor the matters required to be discussed by the applicable requirements of the |
| ● |
Received the written disclosures and the letter from the independent auditor required by applicable requirements of PCAOB regarding the independent auditor's communications with the Audit Committee concerning independence and has also discussed any relationships that may impact the objectivity and independence of Crowe and satisfied itself as to Crowe's independence. |
Based on these discussions and reviews, the Company's Audit Committee recommended to our Board that the Company's audited financial statements be included in the Company's Annual Report on Form 10-Kfor the year ended
Respectfully submitted by the Audit Committee of the Board of Directors:
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PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
Executive Summary
We are asking our stockholders to vote, on a non-binding,advisory basis, to approve the compensation of our Named Executive Officers (also referred to as "NEOs") as disclosed in this Proxy Statement in accordance with Section 14A of the Exchange Act and the related rules of the
Your vote will be advisory, which means that it will not be binding upon our Board or our Compensation Committee. In the event this proposal is not approved by our stockholders, the vote will neither be construed as overruling any decision by our Board or our Compensation Committee, nor will it create or imply any additional fiduciary duty by our Board or our Compensation Committee. Notwithstanding the foregoing, our Board and our Compensation Committee will consider the non-binding,advisory vote of our stockholders on this proposal when reviewing compensation policies and practices in the future.
Advisory Resolution
We believe our executive compensation program, as described in this Proxy Statement, is designed to pay for performance and directly aligns the interests of our executive officers with the long-term interests of our stockholders.
Accordingly, the Company asks stockholders annually to vote on the following resolution:
"Resolved, that the stockholders of
Stockholders are encouraged to carefully review the "Compensation Discussion and Analysis" section under this Proposal 3 within this Proxy Statement for a detailed discussion of the Company's executive compensation program.
Our executive compensation policies and procedures are described under the "Compensation Discussion and Analysis" and the tabular disclosure regarding NEO compensation (together with the accompanying narrative disclosure) in this Proxy Statement. We believe that our compensation policies and procedures are centered on a pay-for-performanceculture and are aligned with the long-term interests of our stockholders, as described in the "Compensation Discussion and Analysis" section under this Proposal 3. The Compensation Committee, which is comprised entirely of independent directors, oversees our executive compensation program and monitors our policies to ensure they continue to emphasize programs that reward executives for results that are consistent with stockholder interests.
Frequency of the Vote
The Board will continue to ask stockholders to cast a non-binding, advisoryvote on the compensation paid to our Named Executive Officers every year until the next stockholder vote on the frequency of such advisory vote, which is currently expected to be held no later than the Company's 2030 annual meeting of stockholders.
Vote Required and Board Recommendation
An affirmative vote of the holders of a majority of shares present (in person or represented by proxy) at the Annual Meeting and entitled to vote on this matter, where a quorum is present, is required to approve this proposal. The Compensation Committee and our Board believe that our commitment to these responsible compensation practices justifies a non-binding,advisory vote by stockholders FOR the resolution approving the compensation of our NEOs as disclosed in this Proxy Statement. For purposes of the Annual Meeting, those who attend virtually will be considered in person. Please refer to the table under "Vote Required for Each Proposal and Treatment and Effect of Abstentions and Broker Non-Votes"for further details regarding the anticipated treatment and effect of abstentions and broker non-votesfor this proposal.
|
The Board recommends stockholders vote "FOR" the (non-binding)advisory resolution approving the compensation of the Named Executive Officers under Proposal 3. |
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2025 PROXY STATEMENT |
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Proposal 3
Executive Officer Qualifications and Experience
The business experience and qualifications of each of our current executive officers, who are also our designated Section 16 officers, are presented in the following section. No executive officer has any family relationship with any other executive officer or any director, except that our Chief Operating Officer,
|
|
Age(1) | Position | ||
|
|
67 | Chairman, President and Chief Executive Officer | ||
|
|
46 | Chief Financial Officer | ||
|
|
55 | General Counsel and Corporate Secretary | ||
|
|
64 | Chief Commercial Banking Officer | ||
|
|
48 | Chief Operating Officer | ||
|
|
66 | |||
| (1) |
As of the Record Date. |
| (2) |
Effective |
In addition to the officers listed above, on
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Proposal 3
Executive Officer Biographies
|
|
||
|
Chairman & Director Nominee President & Chief Executive |
Prior to joining BBCN as the President and Chief Executive Officer, Director Nominee Qualifications and Expertise ● Banking and regulatory compliance ● Executive and incentive compensation and benefits ● M&A, strategic planning and business development Committee Membership: Executive Committee (Chair) |
|
|
|
||
|
Chief Financial Officer |
|
|
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|
|
||
|
General Counsel & Corporate |
|
|
|
|
||
|
Chief Commercial Banking Officer |
|
|
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|
|
||
|
Chief Operating Officer |
|
|
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|
||
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|
|
|
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40 | |||||||
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Proposal 3
Compensation Discussion and Analysis
This Compensation Discussion and Analysis ("CD&A") provides information about our executive compensation program, the factors that were considered in making compensation decisions for our 2024 NEOs and how we have modified our programs to respond to our stockholders and continue to align with the Company's business strategy.
2024 Named Executive Officers
The following table lists our 2024 NEOs.
| Name | Title | |
|
|
Chairman, President & Chief Executive Officer | |
|
|
Chief Financial Officer | |
|
|
Chief Commercial Banking Officer | |
|
|
Chief Operating Officer | |
|
|
||
| (1) |
Effective |
Executive Summary
2024 Say-on-Payand Compensation Decisions
|
At our 2024 annual meeting of Stockholders, approximately 97% of the votes cast for say-on-payapproved our executive compensation decisions. Stockholders made it clear that they are pleased with the significant changes we made to our program, which were influenced by feedback we received from our stockholders in the fall of 2023 following a robust stockholder outreach campaign. During that campaign, we proactively reached out to stockholders representing 67% of our outstanding shares and we conducted meetings with stockholders representing approximately 38% of our outstanding shares. The Chair of the Compensation Committee participated in all meetings and shared the feedback directly with the other Compensation Committee members, as well as the full Board. As part of this process, the Compensation Committee also initiated an extensive internal review of the executive compensation program, with support from its independent compensation consultant to gain further insight on current pay practices to ensure that our approach going forward effectively balances competitive market practices, stockholder expectations, best-practice governance standards and our business strategy. We committed to executing on a proactive and thoughtful implementation timeline to respond to our stockholders' priorities and adopted several changes to the program, which became effective at the start of fiscal year 2024. |
The following summarizes the feedback we received from stockholders during our engagement activities, and the actions we took in 2024 to address their input on NEO compensation. We believe these changes create a stronger incentive structure that continues to incentivize the senior leadership team to execute strategies that drive our business results and reflect our investors' preferences. We continue to maintain an open dialogue with our stockholders. In the fall of 2024, we again engaged with our stockholders, by reaching out to stockholders representing 69% our outstanding shares and held meetings with stockholders representing approximately 16% of our outstanding shares. Those with whom we met affirmed their support for our program.
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|
What We Heard from Stockholders |
What We Did | |
|
Stockholders would prefer stronger alignment between the overall compensation structure for the CEO and other NEOs |
● Implemented a weighted scorecard under the Short-Term Incentive Plan ("STIP") for all NEOs that places an emphasis on financial performance: ¡ 80% based on achievement of pre-determinedfinancial objectives ¡ 20% is a discretionary payment based on achievement of individual objectives |
|
|
Stockholders would like to see diverse use of performance metrics in the incentive plans |
● Restructured the STIP and LTIP to remove overlapping performance metrics, and use a balanced mix of absolute and relative measures across the plans |
|
|
Stockholders favor three-year performance measurement periods for all Long-Term Incentive Plan ("LTIP") goals |
● Eliminated the 12-monthEPS goal under the LTIP - actual Performance Unit ("PSU") awards earned will be based on results after the end of a three-year performance period |
|
Based on our performance (please see "2024 Financial and Strategic Business Performance" under this Proposal 3 on page 43) and consistent with the design of our program based on the changes described above, the Compensation Committee made the following executive compensation decisions for fiscal year 2024 with respect to the three primary elements of our executive compensation program, which are: base salary, annual cash incentives (under our STIP), and long-term equity incentives (under our LTIP).
|
Base Salary |
Base salary is an essential component to any market-competitive compensation program. We approved base salary increases for all NEOs for fiscal 2024, with larger increases approved for |
|
|
Short-Term Incentive Program ("STIP") |
Annual incentives reward the achievement of short-term goals. Consistent with financial performance and strategic achievements of the Company, STIP awards to the NEOs were paid out below target. See "2024 Executive Compensation Program in Detail - Annual Incentive Awards" under this Proposal 3. |
|
|
Long-Term IncentiveProgram ("LTIP") |
Long-term incentives drive our NEOs to focus on long-term sustainable stockholder value creation. The 2024 LTIP awards the Compensation Committee granted to our NEOs were 50% time-vested Restricted Stock Unites ("RSUs") and 50% PSUs, each vesting over a three-year time frame. Consistent with the terms of the 2022 LTIP, the NEOs earned 70% of their target PSUs for the 2022-2024 performance cycle. See "2024 Executive Compensation Program in Detail - Long-Term Equity Incentive Awards" under this Proposal 3. |
|
Best Compensation Practices & Policies
Our executive compensation program is reinforced by the following best-practice governance standards which encourage prudent decision-making and prevent excessive risk-taking behavior through the following processes, policies and practices:
| ● |
Equity ownership guidelines; |
| ● |
Clawback policy; |
| ● |
No automatic "single trigger" vesting upon a change of control; |
| ● |
Independent compensation consultant retained and consulted, as needed; and |
| ● |
No excessive perquisites. |
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2025 PROXY STATEMENT |
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Table of Contents
Proposal 3
2024 Financial and Strategic Business Performance
In 2024, we focused on strengthening our deposit base and expanding our capital ratios, positioning us to withstand emerging macroeconomic volatility and support prudent balance sheet growth. In the fourth quarter of 2023, the Company reorganized around lines of business and product delivery channels, moving away from a regionally-based approach to management. This opened, and continues to open, opportunities for operating efficiencies and expanded relationship banking. The implementation of the reorganization is ongoing.
On
As of
Our net income was
Net interest income was
Offsetting the decreases to net interest income in 2024 were decreases in the provision for credit losses and in noninterest expense, and an increase in noninterest income. The provision for credit losses on loans was
All of the Company's capital ratios are strong and all expanded year-over-year, which provides us with a robust cushion to manage risk and support growth. As of
As we integrate Territorial Savings into our organization, we look forward to strengthening our balance sheet, earnings and profitability, supported by a strengthened deposit mix, improved revenue growth and continued effective cost management.
| (1) |
Net income, excluding notable items, and noninterest expense, excluding notable items, are both non-GAAPfinancial measures. Quantitative reconciliations of the most directly comparable GAAP to non-GAAPfinancial measures are set forth in Appendix A. |
| 43 |
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Proposal 3
What Guides Our Executive Compensation Program
Compensation Philosophy and Objectives
We believe that the most effective executive compensation programs align the interests of NEOs with those of stockholders. A properly structured compensation program will reinforce and support the development of a strong performance-oriented culture within the Company to achieve specific short and long-term strategic objectives while taking into consideration potential risk implications, such as discouraging imprudent risk-taking that threatens the long-term value of the Company.
The Company's executive compensation program is designed to provide:
| ● |
levels of base salary that are competitive; |
| ● |
annual cash incentives that are tied to our financial results, achievement of our yearly strategic goals and achievement of individual performance objectives; and |
| ● |
long-term equity incentive awards that encourage NEOs to focus their efforts on building stockholder value by meeting longer-term financial goals. |
The Compensation Committee believes that executive compensation should be closely tied to the financial and operational performance of the Company, individual performance and the officer's level of responsibility, as well as risk management. The Compensation Committee believes that the equity-based portion of our executive compensation should also include meaningful retention features that encourage key employees to remain in the employment of the Company.
Roles and Responsibilities of the Compensation Committee
The Compensation Committee oversees the Company's compensation structure, policies, and programs, subject to the Board's overall authority. This includes assessing the risk profile of the Company's compensation policies and practices and determining the Chief Executive Officer's total compensation with recommendations to the
The Compensation Committee reviews the compensation recommendations made by the Chief Executive Officer for the Section 16 officers (other than the Chief Executive Officer) to determine whether the compensation paid to such employees is reasonable and competitive and whether such compensation serves the interests of the Company's stockholders. The Chief Risk Officer reports to the Chief Executive Officer and to the Board Risk Committee. The Chair of the Board Risk Committee may provide input on compensation decisions for the Chief Risk Officer in conjunction with the Compensation Committee.
The Chair of the Compensation Committee regularly reports to the Board on the Compensation Committee's actions and recommendations.
The Role of the Independent Compensation Consultant
The Compensation Committee at times retains the services of independent consultants to assist with its consideration of the Company's compensation policies, programs and practices.
Pursuant to authority granted to it under its charter, the Compensation Committee continued its engagement with
During 2023,
|
2025 PROXY STATEMENT |
44 | |||||||
Table of Contents
Proposal 3
The Role of Peer Groups
For purposes of setting compensation levels and further informing decision-making for fiscal 2024, the Compensation Committee established an updated compensation peer group in the fall of 2023. This compensation peer group was approved by the Compensation Committee based on an in-depthreview by
|
2024 |
||
|
● Ameris Bancorp ● Atlantic Union Bankshares Corporation ● Banner Corporation ● Cathay General Bancorp ● CVB Financial Corp. ● First Financial Bancorp. ● First Interstate BancSystem, Inc. ● Fulton Financial, Corporation ● Glacier Bancorp, Inc |
● Heartland Financial ● Independent Bank Group, Inc. ● Independent ● Pacific Premier Bancorp, Inc. ● Renasant Corporation ● Simmons First National Corporation ● United Community Banks, Inc. ● WesBanco, Inc. ● WSFS Financial Corporation |
|
In addition to peer group comparative data, our Compensation Committee may consider other factors that it deems prudent when determining executive compensation. While comparisons can be useful in identifying general compensation trends and overall pay levels, the Compensation Committee recognizes that there may be meaningful differences between our Company and our peers. The Compensation Committee uses the comparison data as a general indicator of market trends in executive compensation but does not use it exclusively to set compensation levels. For example, the Compensation Committee also reviews other information, such as individual and Company performance, the position, responsibilities within the Company, and other factors to determine total executive compensation.
With regards to measuring the relative performance metrics for the LTIP award granted in 2024, the Compensation Committee approved a performance peer group comprised of the companies in the KBW Nasdaq Regional Banking Index.
2024 Executive Compensation Program in Detail
Base Salary
Base salary is the fixed component of total direct compensation. The Compensation Committee considers a wide variety of factors in determining base salary levels, including individual performance, Company performance, the business or corporate function for which the executive is responsible, the nature and importance of the executive officer's position and role within the Company, the scope of the executive officer's responsibility or internal relationships and the current compensation package in place for the executive officer, including the executive officer's current annual base salary. In setting base salaries, the Compensation Committee also takes into account that target opportunities under our STIP and LTIP programs generally are set as a percentage of base salary.
Following its annual review in 2024, the Compensation Committee increased the base salary of our Chief Executive Officer and, based on his recommendations, approved base salary increases for the other NEOs. The Compensation Committee approved larger base salary increases of:
| ● |
11.4% for our Chief Operating Officer, |
| ● |
7.2% for our Chief Commercial Banking Officer, |
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Proposal 3
The 2023 and 2024 base salaries for the currently employed NEOs were as follows:
|
2023 Base Salary |
2024 Base Salary |
Year-over- Year % Change |
|||||||||||||
|
|
$ | 1,050,000 | $ | 1,100,000 | 4.8 | % | |||||||||
|
|
$ | 450,000 | $ | 470,000 | 4.4 | % | |||||||||
|
|
$ | 438,229 | $ | 470,000 | 7.2 | % | |||||||||
|
|
$ | 440,000 | $ | 490,000 | 11.4 | % | |||||||||
|
|
$ | 480,365 | $ | 500,000 | 4.1 | % | |||||||||
Short Term Incentive Plan ("STIP")
Our annual performance-based incentive compensation program is designed to align the interests of our NEOs with those of our stockholders and provides for cash awards driven by criteria primarily tied to the Bank's performance.
To ensure stronger alignment between the Chief Executive Officer and NEO compensation programs, we implemented a weighted scorecard under the STIP for all NEOs starting in 2024 which places an emphasis on financial performance. The scorecard is 80% weighted based on achievement of pre-determinedfinancial objectives and 20% weighted based on achievement of individual objectives. The Compensation Committee may use its discretion to increase or decrease the 20% portion based on individual objectives in light of considerations it deems relevant and appropriate. The target opportunity for all the NEOs is determined as a percent of base salary and corporate title (such as Senior Executive Vice President or Executive Vice President). The current targets are set forth in the table below, with threshold set at 50% of target and maximum at 150% of target, and performance in between threshold/target and maximum determined on a linear interpolation.
|
Annual Target Incentive Opportunity (as a % of Salary) |
Annual Target Incentive Opportunity ($) |
|||||||||
|
|
100 | % | $ | 1,100,000 | ||||||
|
|
40 | % | $ | 188,000 | ||||||
|
|
45 | % | $ | 211,500 | ||||||
|
|
45 | % | $ | 220,500 | ||||||
|
|
45 | % | $ | 225,000 | ||||||
2024 Corporate Performance Metrics (80% of STIP)
In
In finalizing the target goals, the Compensation Committee considered the broader macroeconomic landscape. At the beginning of 2024, expectations reflected a more conservative
The Compensation Committee also reviewed proposed targets and reviewed a goal calibration with the assistance of
|
2025 PROXY STATEMENT |
46 | |||||||
Table of Contents
Proposal 3
The STIP metrics targets were set by the Compensation Committee as follows:
| ● |
EPS (excluding notable items) target at |
| ● |
PPNR ROAA (excluding notable items) target at 0.98%. The 2024 PPNR ROAA target was lower than the 1.12% (excluding notable items) earned in 2023, in line with the decrease in earnings due to net interest income pressures. |
| ● |
Criticized loan ratio (4 quarter-endaverage) target at 2.33%. The target was consistent with the Company's criticized loan ratio of 2.33% at |
| ● |
Total loan growth target at 3.0%. For context, total loans decreased by 10% year-over-year between |
| ● |
Average deposit change (excluding brokered deposits) target at -2.0%. The year-over-year targeted decrease in average deposits reflected the impact on average balances of deposit outflows in the first quarter of 2023, which reflected the impact of certain regional bank failures on the broader banking industry. For context, on an end-of-periodbasis, the Company anticipated that deposits (excluding brokered deposits) would grow 5% between |
The following definitions and calculations were used to determine the achievement of the 2024 performance measures for the annual incentive awards issued in 2024. In addition, with regards to certain of the financial metrics listed below (earnings per share and pre-provisionnet revenue retuon average assets), the actual results calculated excluded notable items, after tax, as outlined in "What Guides Our Executive Compensation Program - Reconciliation of GAAP to Non-GAAPFinancial Measures" under this Proposal 3. Notable items vary year-to-year,depending on circumstances, and are disclosed through reconciliation tables of GAAP to Non-GAAPFinancial Measures in the Company's financial statements.
| ● |
Earnings per share (excluding notable items), or EPS: net income, excluding notable items, divided by weighted average diluted common shares. In 2024, notable items consisted of an |
| ● |
Pre-ProvisionNet Revenue (excluding notable items) as a percentage of Average Assets (also referred to as pre-provisionnet revenue retuon average assets, or PPNR ROAA): pre-provisionnet revenue (excluding notable items) divided by average assets. Pre-provisionnet revenue consists of net interest income plus noninterest income less noninterest expense. PPNR ROAA (excluding notable items) is a non-GAAPfinancial measure; quantitative reconciliations of the most directly comparable GAAP to non-GAAPfinancial measures are set forth below and in Appendix A. |
| ● |
Criticized loan ratio (4 quarter-endaverage): measured as the average of the four quarter-endratios. The ratio is calculated as total criticized loans divided by total loans. |
| ● |
Total loan growth: the annual percentage growth in total loans, which consist of loans receivable and loans held-for-sale. |
| ● |
Average deposit change (excluding brokered deposits): the annual percentage change in average total deposits, excluding brokered deposits. |
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Proposal 3
Reconciliation of GAAP to Non-GAAPFinancial Measures
EPS excluding notable items and PPNR ROAA excluding notable items are each non-GAAPfinancial measures. Quantitative reconciliations of the most directly comparable GAAP to non-GAAPfinancial measures are set forth in the following table as well as in Appendix A.
|
Reconciliation of EPS and PPNR ROAA (excluding notable items) (in Thousands except EPS, Diluted Common Shares, and ROAA) |
2024 |
|||
|
Net income |
$ | 99,630 | ||
|
Notable Items: |
||||
|
|
$ | 691 | ||
|
Restructuring costs, net of gain on |
$ | 17 | ||
|
Merger-related costs |
$ | 4,604 | ||
|
Total notable items |
$ | 5,312 | ||
|
Less: tax provision |
$ | 1,562 | ||
|
Less: Total notable items, net of tax provision |
$ | 3,750 | ||
|
Net Income excluding notable items |
$ | 103,380 | ||
|
Diluted common shares |
121,108,594 | |||
|
EPS |
$ | 0.82 | ||
|
EPS excluding notable items |
$ | 0.85 | ||
|
Net income before tax |
$ | 132,964 | ||
|
Provision for credit losses |
$ | 17,280 | ||
|
Pre-ProvisionNet Revenue ("PPNR") |
$ | 150,244 | ||
|
Add back: notable items |
$ | 5,312 | ||
|
PPNR excluding notable items |
$ | 155,556 | ||
|
Average Assets |
$ | 17,746,408 | ||
|
PPNR ROAA |
0.85 | % | ||
|
PPNR ROAA excluding notable items |
0.88 | % | ||
2024 Actual Results of Corporate Performance Measures
In early 2025, the Compensation Committee reviewed the Bank's actual financial and regulatory performance relative to the approved goals to determine the annual incentive award payout for the NEOs. As summarized in the table below, the Company was below threshold for two metrics relating to financial performance, and between threshold and target for all other financial performance metrics. Total percent of achievement based on the corporate performance measures for 2024 was 40%.
The actual target goals for the corporate performance metrics for 2024, the respective weightings and performance levels are set forth below. Performance levels are commensurate with actual 2024 results for the given metric.
|
Performance Measures |
Weight | 2024 Performance Target Goals |
Actual 2024 Results(1) |
Performance Achieved as a % of Target |
||||||||||||||||||||||||||
|
Minimum |
Target | Maximum | ||||||||||||||||||||||||||||
|
Financial Performance |
||||||||||||||||||||||||||||||
|
Earnings Per Share (excluding notable items)(1) |
25 | % | $ | 0.80 | $ | 1.00 | $ | 1.20 | $ | 0.85 | 63 | % | ||||||||||||||||||
|
Pre Provision Net Revenue (excluding notable items)as a |
25 | % | 0.88 | % | 0.98 | % | 1.41 | % | 0.88 | % | 50 | % | ||||||||||||||||||
|
Criticized Loan Ratio (4 quarter-endaverage) |
20 | % | 2.66 | % | 2.33 | % | 2.06 | % | 3.35 | % | 0 | % | ||||||||||||||||||
|
Total Loan Growth |
15 | % | 0.00 | % | 3.00 | % | 6.00 | % | (1.62 | )% | 0 | % | ||||||||||||||||||
|
Average Deposit Change (excluding brokered deposits) |
15 | % | (4.00 | )% | (2.00 | )% | 3.00 | % | (2.58 | )% | 78 | % | ||||||||||||||||||
|
TOTAL |
100 | % | ||||||||||||||||||||||||||||
| (1) |
EPS (excluding notable items) and PPNR ROAA (excluding notable items) are each non-GAAPfinancial measures. Quantitative reconciliations of the most directly comparable GAAP to non-GAAPfinancial measures are set forth in Appendix A. |
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Individual Performance (20% of STIP)
As was initially described above, twenty percent of each NEO's STIP payout is tied to individual performance. With respect to each fiscal year, the Chief Executive Officer evaluates the individual performance of our other NEOs using an assessment model as determined by the Chief Executive Officer in consultation with the Chief Human Resources Officer. The Chief Executive Officer's evaluation is then provided to the Compensation Committee to assist in determining the incentive award payment and achievement of individual goals for each of our other NEOs. The Compensation Committee evaluates the Chief Executive Officer's annual performance, and receives input from the full Board. When evaluating performance for 2024, these assessments included the following areas of focus: strategic plan, risk management initiatives, financial/operating results and metrics, leadership, drivers of profitability enhancement, enabling a durable growth-oriented operating model, customer relationships and developing a high-performance culture.
Key highlights and assessments of individual goals are set forth below:
| Individual Contributions | ||
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2024 Actual STIP Earned
Below is the total 2024 STIP award earned by each NEO. The corporate performance component of the STIP is reported under the Non-EquityIncentive Compensation column of the Summary Compensation Table and the individual performance component is reported under the Bonus column.
| Corporate Performance Metrics |
Individual Performance |
Total Cash Incentive Earned |
% of Target Award Earned |
|||||||||||||||||
|
|
$ | 351,560 | $ | 189,640 | $ | 541,200 | 49 | % | ||||||||||||
|
|
$ | 60,085 | $ | 39,915 | $ | 100,000 | 53 | % | ||||||||||||
|
|
$ | 67,595 | $ | 25,405 | $ | 93,000 | 44 | % | ||||||||||||
|
|
$ | 70,472 | $ | 29,528 | $ | 100,000 | 45 | % | ||||||||||||
|
|
$ | 71,910 | $ | 18,090 | $ | 90,000 | 40 | % | ||||||||||||
Long-Term Equity Incentive Awards
The Compensation Committee believes that equity-based compensation ensures that the Company's officers have a personal stake in the long-term success of the Company without encouraging such officers to take inappropriate or unnecessary risks.
Our LTIP has the following objectives:
| ● |
Attract and retain the services of individuals who are likely to make significant contributions to the Company's success; |
| ● |
Encourage ownership of the Company's Common Stock by employees; |
| ● |
Align executives with stockholder interests; and |
| ● |
Ensure sound risk management by providing a balanced view of performance and aligning rewards with the longer-term time horizon of risk outcomes. |
The LTIP provides for long-term incentive opportunities through a combination of time-based and performance-contingent equity grants. A select group of senior management and key executives who impact organization-wide results will be considered for participation by the Compensation Committee on an annual basis, with consideration of input from our Chief Executive Officer. The Compensation Committee determined that 50% of the 2024 Long-Term Incentive Program ("2024 LTIP") award was subject to time-based vesting and 50% of the 2024 LTIP was subject to performance-based vesting for all recipients, including our NEOs. Unless determined otherwise by the Compensation Committee, LTIP awards are expected to be granted annually, with overlapping three-year performance cycles. All LTIP awards granted in 2024 were granted under our stockholder-approved 2024 Equity Incentive Compensation Plan ("2024 Plan").
LTIP awards are typically granted on the date the Compensation Committee approves them, usually during its first-quarter meeting in March of each fiscal year. However, in 2024, the awards were granted later in the year to ensure they were issued under the newly stockholder-approved 2024 Plan. Since stockholders approved the plan in
With the exception of termination due to change in control, and in some cases death or disability, participants will generally forfeit all rights to any unvested portion of LTIP awards upon termination of employment. The LTIP is subject to the Company's clawback policy, as it may be modified from time to time.
The time-vesting component of LTIP awards is granted as RSUs that vest one-thirdeach on the first three anniversaries of the grant date.
For the 2024 LTIP grant, our Compensation Committee responded to stockholder feedback favoring three-year performance measurement for all LTIP goals. As a result, we eliminated the previous 12-monthEPS goal and structured all 2024 performance share units (PSUs), to be earned based on the achievement of pre-establishedperformance goals over a three-year performance
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Proposal 3
period. These goals, designed to measure sustained business success, are set and overseen by the Compensation Committee with input from management. At the end of three years, the Company's performance is assessed to determine the final award payout. After reviewing peer group practices and LTIP metrics, the Committee approved 2024 PSUs, the vesting of which was based on the retuon average tangible common equity (ROTCE), excluding notable items, and relative total stockholder retu(TSR), reinforcing our commitment to long-term value creation.
|
Performance Measure |
Weighting | Measurement Perspective |
Performance Goals | |||||||
| Threshold | Target | Stretch | ||||||||
|
Retuon Average Tangible Common Equity |
50% | Absolute | Threshold, target and maximum goals are based on the Company's internal three-year forecast at the time of grant. |
|||||||
|
Total Stockholder Return(2) |
50% | Relative | 25th Percentile | 50th Percentile | 75th Percentile | |||||
|
Payout as % of Target |
50% | 100% | 150% | |||||||
| (1) |
ROTCE, excluding notable items, is measured on an absolute basis against the Company's three-year forecast at the time of grant, taking the average of the ROTCE for the period from |
| (2) |
TSR is measured on a relative basis against the KBW Nasdaq Regional Banking Index over the period of |
Performance below "Threshold" for a given performance measure will result in the forfeiture of that portion of the LTIP award. Performance at or above "Stretch" for a given performance measure will result in a payout equal to 150% of the respective target portion of the LTIP award. Performance between "Threshold-Target-Stretch" will be determined using a straight-line interpolation and rounded up to the nearest whole number of shares.
Each LTIP participant has a target award denominated as a percentage of his/her base salary in effect on the date of grant as determined by the Compensation Committee, taking into account recommendations from our Chief Executive Officer with respect to our other NEOs. The following table summarizes target award opportunities, expressed as grant date fair market value as a percentage of base salary, for each NEO under the LTIP:
|
Position |
Total Target Award as % of Salary |
LTIP: Time-Based Vesting |
LTIP: Target |
|||
|
Chairman, President & Chief Executive Officer |
150% | 75% | 75% | |||
|
Other NEOs |
40% - 60% | 20% - 30% | 20% - 30% | |||
The Compensation Committee approved the following number of units underlying LTIP equity awards granted to the NEOs in 2024.
| Grant Date |
LTIP: Time-Based |
LTIP: PSUs ROTCE (at target) (#) |
LTIP: PSUs TSR (at target) (#) |
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|
|
65,011 | 32,506 | 32,506 | |||||||||||||||||
|
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9,259 | 4,629 | 4,630 | |||||||||||||||||
|
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10,185 | 5,092 | 5,093 | |||||||||||||||||
|
|
11,583 | 5,792 | 5,792 | |||||||||||||||||
|
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8,865 | 4,432 | 4,433 | |||||||||||||||||
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For the PSUs that were granted in 2024, below is the grant date of each award and the value assuming the most probable outcome is achieved and the grant date fair value assuming achievement of the target and maximum levels of performance:
|
Grant Date |
Description of PSU Granted | Grant Date Fair Value | ||||||||||||||||||||
|
Assuming is |
Assuming Target is |
Assuming Maximum is |
||||||||||||||||||||
|
|
LTIP (Performance-Based Absolute ROTCE) | $ | 412,501 | $ | 412,501 | $ | 618,752 | |||||||||||||||
| LTIP (Performance-Based Relative TSR) | $ | 366,668 | $ | 412,501 | $ | 618,752 | ||||||||||||||||
|
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LTIP (Performance-Based Absolute ROTCE) | $ | 58,742 | $ | 58,742 | $ | 88,113 | |||||||||||||||
| LTIP (Performance-Based Relative TSR) | $ | 52,226 | $ | 58,755 | $ | 88,132 | ||||||||||||||||
|
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LTIP (Performance-Based Absolute ROTCE) | $ | 64,617 | $ | 64,617 | $ | 96,926 | |||||||||||||||
| LTIP (Performance-Based Relative TSR) | $ | 57,449 | $ | 64,630 | $ | 96,945 | ||||||||||||||||
|
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LTIP (Performance-Based Absolute ROTCE) | $ | 73,500 | $ | 73,500 | $ | 110,251 | |||||||||||||||
| LTIP (Performance-Based Relative TSR) | $ | 65,334 | $ | 75,500 | $ | 110,251 | ||||||||||||||||
|
|
LTIP (Performance-Based Absolute ROTCE) | $ | 56,242 | $ | 56,242 | $ | 84,363 | |||||||||||||||
| LTIP (Performance-Based Relative TSR) | $ | 50,004 | $ | 56,255 | $ | 84,382 | ||||||||||||||||
| (1) |
Amounts reported represent most probable outcome achieved in accordance with FASB ASC Topic 718. For each LTIP performance-based relative TSR award, the value of the shares and probable vesting was determined assuming the most probable outcome achieved is calculated using the Monte Carlo simulation model. See Note 12 of the Company's consolidated financial statements in our 2024 Annual Report on Form 10-K,incorporated by reference herein, for information regarding assumptions underlying valuation of equity awards. |
| (2) |
Assumes achievement of the target level of performance conditions, which is calculated as the target number of shares multiplied by |
| (3) |
Assumes achievement of the maximum level of performance conditions, which is calculated as the maximum number of shares multiplied by |
2022 LTIP Grants - Partial Achievement of Performance Goals Determined During the First Quarter of 2025
For the 2022 LTIP grant, our Compensation Committee approved PSUs based on absolute EPS for a 12-monthperformance period, and relative ROTCE and relative TSR contingent on the achievement of pre-establishedthree-year performance goals as shown in the table below. Results for EPS are linearly interpolated for performance between threshold and target and target and stretch levels. For relative ROTCE and TSR, adjustments for levels achieved between the 25th, 50th, and 75th percentiles are also linearly interpolated. The table below also shows actual performance results achieved.
|
Performance Measure |
Weighting | Measurement Perspective |
2022-2024 Performance Goals | Results | |||||||||||||||||||||||||||||||
| Threshold | Target | Stretch |
Actual Performance |
Percentage of Target Achieved |
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Earnings Per Share(1) |
40% | Absolute | 150% | ||||||||||||||||||||||||||||||||
|
Retuon Average Tangible Common Equity(2) |
40% | Relative | 25th Percentile | 50th Percentile | 75th Percentile | 8th Percentile | - | ||||||||||||||||||||||||||||
|
Total Stockholder Return(3) |
20% | Relative | 25th Percentile | 50th Percentile | 75th Percentile | 26th Percentile | 52% | ||||||||||||||||||||||||||||
|
Payout as % of Target |
50% | 100% | 150% | ||||||||||||||||||||||||||||||||
| (1) |
EPS is measured on an absolute basis against the Company's budget/forecast over the period |
| (2) |
ROTCE is measured on a relative basis against a defined group of peer banks over the period |
| (3) |
TSR is measured on a relative basis against a defined group of peer banks over the period |
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The target shares for the 2022 LTIP awards, as well as the number of shares earned based on actual performance of EPS, ROTCE and TSR, is set forth below. The actual award earned was calculated based on the target shares multiplied by the percentage payout.
| Grant Date |
Target Shares |
Performance Achieved |
% Payout |
Shares Vested on March 7, 2025 |
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|
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48,853 | Between Threshold and Target | 70 | % | 34,393 | ||||||||||||||||||||
|
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- | - | - | - | - | ||||||||||||||||||||
|
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4,653 | Between Threshold and Target | 70 | % | 3,276 | ||||||||||||||||||||
|
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4,273 | Between Threshold and Target | 70 | % | 3,713 | ||||||||||||||||||||
|
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4,808 | Between Threshold and Target | 70 | % | 3,385 | ||||||||||||||||||||
Other Practices, Policies and Guidelines
Stock Ownership Guidelines
Our executive compensation program includes a Stock Ownership Policy that sets forth stock ownership guidelines for our Chief Executive Officer and non-employeedirectors. For information about the Stock Ownership Policy see "Equity Ownership Guidelines for Non-EmployeeDirectors" under Proposal 1. The equity ownership guidelines for the Chief Executive Officer is five times his base salary. We do not have any stock ownership guideline or requirement for any of our NEOs other than our Chief Executive Officer. Our Chief Executive Officer and the NEOs are subject to the policy prohibiting hedging and pledging of our stock, which is discussed under "Insider Trading, Hedging and Pledging Prohibition" under Proposal 1.
CEO Satisfaction of Equity Ownership Guidelines as of
The following table presents information about the equity ownership of our Chief Executive Officer as of
| Target number of shares to Satisfy CEO Equity Ownership Guidelines(1) |
Number of Shares Held Directly and Indirectly(2) |
Guidelines Satisfied | |||||||||||||
|
|
447,518 | 909,703 | ü | ||||||||||||
| (1) |
The target number of shares was calculated by dividing |
| (2) |
The number of shares held includes all shares of the Company's Common Stock held as of |
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compensation philosophy. Accordingly, in
long-term cash incentives, stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, and performance units.
of the Exchange Act, Nasdaq Listing Rule 5608 and other regulations, rules and guidance of the
determination. For purposes of the assessment, the Risk Compensation Policy defines incentive compensation as that portion of an employee's current or potential compensation that is tied to achievement of one or more specific metrics, but does not include compensation awarded solely for, and tied to, continued employment (such as salary).
manner where reasonably possible. However, we will continue to maintain flexibility and the ability to pay competitive compensation by not requiring all compensation to be deductible.
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2025 PROXY STATEMENT
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COMPENSATION COMMITTEE REPORT
The following report does not constitute soliciting material and should not be deemed incorporated by reference into any other filings by the Company under the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended, except to the extent we may specifically incorporate the information contained in this report by reference thereto.
Respectfully submitted by the members of the Compensation Committee of the Board of Directors:
William J. Lewis
Scott Yoon-SukWhang
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Executive Compensation Tables
Summary Compensation Table
The "Summary Compensation Table" and related narratives present the compensation paid to or earned by our NEOs for the years ended
|
|
Year | Salary | Bonus(1) | Stock Awards(2) |
Options Awards |
Non-Equity Incentive Plan Compen- sation(3) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) |
All Other Compen- sation(5) |
Total | ||||||||||||||||||||||||||||||||||||
|
Chairman, President & |
2024 | $ | 1,086,538 | $ | 189,700 | $ | 1,604,158 | - | $ | 351,560 | $ | 6,699 | $ | 76,113 | $ | 3,314,768 | |||||||||||||||||||||||||||||
| 2023 | $ | 1,050,000 | $ | 1,050 | $ | 1,234,428 | - | $ | 654,980 | $ | 6,295 | $ | 60,712 | $ | 3,007,465 | ||||||||||||||||||||||||||||||
| 2022 | $ | 1,037,077 | $ | 1,050 | $ | 1,428,155 | - | $ | 1,030,730 | $ | 5,914 | $ | 57,399 | $ | 3,560,325 | ||||||||||||||||||||||||||||||
|
Chief Financial Officer |
2024 | $ | 464,615 | $ | 39,975 | $ | 228,465 | - | $ | 60,085 | - | - | $ | 793,140 | |||||||||||||||||||||||||||||||
| 2023 | $ | 311,538 | $ | 145,050 | $ | 228,750 | - | - | - | - | $ | 685,338 | |||||||||||||||||||||||||||||||||
|
Chief Commercial Banking |
2024 | $ | 461,446 | $ | 25,465 | $ | 251,314 | - | $ | 67,595 | $ | 2,537 | $ | 47,196 | $ | 855,553 | |||||||||||||||||||||||||||||
| 2023 | $ | 434,239 | $ | 130,050 | $ | 228,506 | - | - | $ | 2,384 | $ | 47,106 | $ | 842,285 | |||||||||||||||||||||||||||||||
| 2022 | $ | 417,981 | $ | 79,286 | $ | 218,514 | - | - | $ | 2,240 | $ | 43,771 | $ | 761,792 | |||||||||||||||||||||||||||||||
|
Chief Operating Officer |
2024 | $ | 476,539 | $ | 29,588 | $ | 285,823 | - | $ | 70,472 | - | $ | 31,050 | $ | 893,472 | ||||||||||||||||||||||||||||||
| 2023 | $ | 429,231 | $ | 160,050 | $ | 253,876 | - | - | - | $ | 30,675 | $ | 873,832 | ||||||||||||||||||||||||||||||||
| 2022 | $ | 399,145 | $ | 83,333 | $ | 238,152 | - | - | - | $ | 29,410 | $ | 750,040 | ||||||||||||||||||||||||||||||||
|
|
2024 | $ | 494,714 | $ | 18,150 | $ | 218,743 | - | $ | 71,910 | - | $ | 139,408 | $ | 942,925 | ||||||||||||||||||||||||||||||
| 2023 | $ | 475,991 | $ | 105,050 | $ | 213,313 | - | - | - | $ | 155,513 | $ | 949,867 | ||||||||||||||||||||||||||||||||
| 2022 | $ | 442,276 | $ | 81,905 | $ | 217,548 | - | - | - | $ | 127,986 | $ | 869,715 | ||||||||||||||||||||||||||||||||
| (1) |
Includes the amount earned from the 20% discretionary bonus opportunity based on achievement of individual performance objectives under the 2024 STIP (as was further described in the CD&A under this Proposal 3), the cash portion of awards under the 2023 and 2024 STIP, and a holiday bonus paid during the fourth quarter of 2024, 2023 and 2022. |
| (2) |
Amounts reported represent the aggregate grant date fair value for RSUs and PSUs granted in each respective year in accordance with FASB ASC Topic 718, excluding the effect of forfeitures. See "Stock Based Compensation" in Note 12 of the Company's consolidated financial statements included in our 2024 Annual Report on Form 10-K,incorporated by reference herein, for more information regarding the Company's accounting for stock-based compensation. Amounts reported herein include (i) time-based RSUs issued under our 2024 LTIP and (ii) PSUs issued under our 2024 LTIP. The amounts shown in the "Summary Compensation Table" above do not represent the actual value realized by each NEO. |
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2025 PROXY STATEMENT |
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|
The following table sets forth the grant date fair value for each award granted to the NEOs during the year ended December 31, 2024. For PSUs, the table presents both the grant date fair value assuming achievement of the most probable outcome of the performance conditions (which is the amount set forth in column of the "Summary Compensation Table" titled Stock Awards), and the grant date fair value assuming the maximum award amount is achieved (which is calculated as the maximum number of shares that could be achieved multiplied by $12.69, the closing price per share of the Company's Common Stock on July 19, 2024, the date of grant). However, for the PSUs that are LTIP performance-based relative TSR awards, the value reflects the most probable outcome achieved which is calculated using the Monte Carlo simulation model). See "Executive Compensation Tables - Grants of Plan Based Awards Table" under this Proposal 3 and the CD&A for additional details regarding the awards. |
| Grant Date Fair Value | ||||||||||
| Grant Date |
Type of Award Granted | Assuming Most Probable Outcome is Achieved |
Assuming is Achieved |
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|
|
7/19/2024 | LTIP (Time-Based) | $824,990 | $824,990 | ||||||
| 7/19/2024 | LTIP (Performance-Based Relative ROTCE) | $412,501 | $618,752 | |||||||
| 7/19/2024 | LTIP (Performance-Based Relative TSR) | $366,668 | $618,752 | |||||||
|
|
7/19/2024 | LTIP (Time-Based) | $117,497 | $117,497 | ||||||
| 7/19/2024 | LTIP (Performance-Based Relative ROTCE) | $ 58,742 | $ 88,113 | |||||||
| 7/19/2024 | LTIP (Performance-Based Relative TSR) | $ 52,226 | $ 88,132 | |||||||
|
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7/19/2024 | LTIP (Time-Based) | $129,248 | $129,248 | ||||||
| 7/19/2024 | LTIP (Performance-Based Relative ROTCE) | $ 64,617 | $ 96,926 | |||||||
| 7/19/2024 | LTIP (Performance-Based Relative TSR) | $ 57,449 | $ 96,945 | |||||||
|
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7/19/2024 | LTIP (Time-Based) | $146,988 | $146,988 | ||||||
| 7/19/2024 | LTIP (Performance-Based Relative ROTCE) | $ 73,500 | $110,251 | |||||||
| 7/19/2024 | LTIP (Performance-Based Relative TSR) | $ 65,334 | $110,251 | |||||||
|
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7/19/2024 | LTIP (Time-Based) | $112,497 | $112,497 | ||||||
| 7/19/2024 | LTIP (Time-Based) | $ 56,242 | $ 84,363 | |||||||
| 7/19/2024 | LTIP (Performance-Based Relative ROTCE) | $ 50,004 | $ 84,382 | |||||||
| (3) |
Reflects the 80% portion of the annual 2024 STIP based on achievement of the financial metrics (as was further described in the CD&A under this Proposal 3), and reflects amounts earned under the 2023 STIP and 2022 STIP. |
| (4) |
Amounts shown are above-market interest on long-term incentive agreement deferred accounts, based on the difference between the 6.25% annual interest rate provided on the long-term incentive agreement accounts and 120% of the applicable federal long-term rate (compounded monthly) in effect at the time the respective long-term incentive agreement was established, which was 3.06% for |
| (5) |
For 2024, all other compensation for each NEO includes the following: |
| Year | 401(k) Match | Auto Allowance | Perquisites(a) | Other | Total | |||||||||
|
|
2024 | $20,700 | - | $ 55,413 | - | $ 76,113 | ||||||||
|
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2024 | - | - | - | - | - | ||||||||
|
|
2024 | $18,391 | $13,800 | $ 15,005 | - | $ 47,196 | ||||||||
|
|
2024 | $17,250 | $13,800 | - | - | $ 31,050 | ||||||||
|
|
2024 | $14,223 | $13,800 | $111,385 | - | $139,408 | ||||||||
| (a) |
Perquisites in 2024 for |
| (6) |
|
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Grants of Plan-Based Awards Table
The following summarizes non-equityand equity incentive awards granted to the NEOs during the fiscal year ended December 31, 2024, under our 2024 Plan. There were no other plan-based awards granted to NEOs during the year.
|
|
Grant Date |
Estimated Future Payouts Under Non-equityIncentive Plan Awards |
Estimated Future Payouts Under Equity Incentive Plan Awards(1) |
All Other Stock Awards: Number of Shares of Stock or Units |
All Other Option Awards: Number of Securities Under- lying Options |
Exercise or Base Price of Option Awards ($/Sh) |
Grant Date Fair Value of Stock and Option Awards(2) |
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| Threshold | Target | Maximum | Threshold | Target | Maximum | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
Chairman, |
3/21/2024 | (3) | $ | 440,000 | $ | 880,000 | $ | 1,320,000 | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | - | - | - | 65,011 | (4) | - | - | $ | 824,990 | |||||||||||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | 16,253 | 32,506 | 48,759 | - | - | - | $ | 412,501 | ||||||||||||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | 16,253 | 32,506 | 48,759 | - | - | - | $ | 366,668 | ||||||||||||||||||||||||||||||||||||||||||||
|
Chief Financial |
3/21/2024 | (3) | $ | 75,200 | $ | 150,440 | $ | 225,600 | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | - | - | - | 9,259 | (4) | - | - | $ | 117,497 | |||||||||||||||||||||||||||||||||||||||||||
| 7/19/2024 | 2,315 | 4,629 | 6,944 | - | $ | 58,724 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 7/19/2024 | 2,315 | 4,630 | 6,945 | - | $ | 52,226 | |||||||||||||||||||||||||||||||||||||||||||||||||
|
Chief Commercial |
3/21/2024 | (3) | $ | 84,600 | $ | 169,200 | $ | 253,800 | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | - | - | - | 10,185 | (4) | - | - | $ | 129,248 | |||||||||||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | 2,546 | 5,092 | 7,638 | - | - | - | $ | 64,617 | ||||||||||||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | 2,547 | 5,093 | 7,640 | - | - | - | $ | 57,449 | ||||||||||||||||||||||||||||||||||||||||||||
|
Chief Operating |
3/21/2024 | (3) | $ | 88,200 | $ | 176,400 | $ | 264,600 | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | - | - | - | 11,583 | (4) | - | - | $ | 146,988 | |||||||||||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | 2,896 | 5,792 | 8,688 | - | - | - | $ | 73,500 | ||||||||||||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | 2,896 | 5,792 | 8,688 | - | - | - | $ | 65,334 | ||||||||||||||||||||||||||||||||||||||||||||
|
Thomas P. |
3/21/2024 | (3) | $ | 90,000 | $ | 180,000 | $ | 270,000 | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | - | - | - | 8,865 | (6) | - | - | $ | 112,497 | |||||||||||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | 2,216 | 4,432 | 6,648 | - | - | - | $ | 56,242 | ||||||||||||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | 2,217 | 4,433 | 6,650 | - | - | - | $ | 50,004 | ||||||||||||||||||||||||||||||||||||||||||||
| (1) |
Represents PSUs issued in accordance with the objectives of the 2024 LTIP, which PSUs will vest in full no later than March 14, 2027 (or an earlier date) if the performance criteria are met. |
| (2) |
The grant date fair value (with respect to performance-based awards, based on the probable outcome of the applicable performance conditions), is computed in accordance with FASB ASC Topic 718. See Note 12 of the Company's consolidated financial statements in our 2024 Annual Report on Form 10-K,incorporated by reference herein, for information regarding assumptions underlying valuation of equity awards. |
| (3) |
Reflects the 80% portion of the annual STIP for all NEOs, which is earned based on achievement of pre-determinedfinancial objectives. |
| (4) |
Amounts reflect 2024 LTIP grants of time-vested restricted stock units under our 2024 Plan, which vest ratably on each of the first three anniversaries of the grant date. |
|
2025 PROXY STATEMENT |
58 | |||||||
Table of Contents
Proposal 3
This Proxy Statement and the Company's 2024 Annual Report on Form 10-K are available electronically online at www.envisionreport.com/HOPE
| 59 |
2025 PROXY STATEMENT |
|||||||
Table of Contents
Proposal 3
Outstanding Equity Awards at Fiscal Year-EndTable
The following table presents information concerning the value of all unexercised options and unvested stock awards awarded to the NEOs and remaining outstanding as of December 31, 2024. This includes options and unvested restricted stock and restricted stock units granted under the 2024 Plan, the 2019 Plan and the 2016 Plan.
|
|
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||
| Option/Stock Award Grant Date |
Number of Exercisable |
Number of Unexercisable |
Option Exercise Price |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested(1) |
Market Value of Shares or Units of Stock That Have Not Vested(2) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) |
Equity Incentive Plan Value of Units or Other Rights That |
|||||||||||||||||||||||||||||||||||||
|
Chairman, President & Chief Executive Officer |
5/26/2016 | 30,660 | - | $ | 16.12 | 5/26/2026 | - | - | - | - | |||||||||||||||||||||||||||||||||||
| 9/1/2016 | 60,000 | - | $ | 17.18 | 9/1/2026 | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| 3/23/2022 | - | - | - | - | 16,284 | $ | 200,130 | - | - | ||||||||||||||||||||||||||||||||||||
| 3/23/2022 | (4) | - | - | - | - | 29,312 | $ | 360,238 | - | - | |||||||||||||||||||||||||||||||||||
| 3/23/2022 | (5) | - | - | - | - | - | - | 19,541 | $ | 240,159 | |||||||||||||||||||||||||||||||||||
| 3/23/2022 | (5) | - | - | - | - | - | - | 9,771 | $ | 120,086 | |||||||||||||||||||||||||||||||||||
| 3/22/2023 | - | - | - | - | 45,415 | $ | 558,150 | - | - | ||||||||||||||||||||||||||||||||||||
| 3/22/2023 | (6) | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| 3/22/2023 | (7) | - | - | - | - | - | - | 27,249 | $ | 334,890 | |||||||||||||||||||||||||||||||||||
| 3/22/2023 | (7) | - | - | - | - | - | - | 13,625 | $ | 167,451 | |||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | - | 65,011 | $ | 798,985 | - | - | ||||||||||||||||||||||||||||||||||||
| 7/19/2024 | (8) | - | - | - | - | - | - | 32,506 | $ | 399,499 | |||||||||||||||||||||||||||||||||||
| 7/19/2024 | (8) | - | - | - | - | - | - | 32,506 | $ | 399,499 | |||||||||||||||||||||||||||||||||||
|
Chief Financial Officer |
4/27/2023 | - | - | - | - | 20,000 | $ | 245,800 | - | - | |||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | - | 9,259 | $ | 113,793 | - | - | ||||||||||||||||||||||||||||||||||||
| 7/19/2024 | (8) | - | - | - | - | - | - | 4,629 | $ | 56,890 | |||||||||||||||||||||||||||||||||||
| 7/19/2024 | (8) | - | - | - | - | - | - | 4,630 | $ | 56,903 | |||||||||||||||||||||||||||||||||||
|
Chief Commercial Banking Officer |
9/1/2016 | 30,000 | - | $ | 17.18 | 9/1/2026 | - | - | - | - | |||||||||||||||||||||||||||||||||||
| 3/23/2022 | - | - | - | - | 1,551 | $ | 19,062 | - | - | ||||||||||||||||||||||||||||||||||||
| 3/23/2022 | (4) | - | - | - | - | 2,792 | $ | 34,308 | - | - | |||||||||||||||||||||||||||||||||||
| 3/23/2022 | (5) | - | - | - | - | - | - | 1,861 | $ | 22,872 | |||||||||||||||||||||||||||||||||||
| 3/23/2022 | (5) | - | - | - | - | - | - | 931 | $ | 11,442 | |||||||||||||||||||||||||||||||||||
| 3/22/2023 | - | - | - | - | 3,772 | $ | 46,358 | - | - | ||||||||||||||||||||||||||||||||||||
| 3/22/2023 | - | - | - | - | 5,334 | $ | 65,555 | - | - | ||||||||||||||||||||||||||||||||||||
| 3/22/2023 | (6) | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| 3/22/2023 | (7) | - | - | - | - | - | - | 3,200 | $ | 39,328 | |||||||||||||||||||||||||||||||||||
| 3/22/2023 | (7) | - | - | - | - | - | - | 1,602 | $ | 19,689 | |||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | - | 10,185 | $ | 125,174 | - | - | ||||||||||||||||||||||||||||||||||||
| 7/19/2024 | (8) | - | - | - | - | - | - | 5,092 | $ | 62,581 | |||||||||||||||||||||||||||||||||||
| 7/19/2024 | (8) | - | - | - | - | - | - | 5,093 | $ | 62,593 | |||||||||||||||||||||||||||||||||||
|
2025 PROXY STATEMENT |
60 | |||||||
Table of Contents
Proposal 3
|
|
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||
| Option/Stock Award Grant Date |
Number of Exercisable |
Number of Unexercisable |
Option Exercise Price |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested(1) |
Market Value of Shares or Units of Stock That Have Not Vested(2) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) |
Equity Incentive Plan Value of Units or Other Rights That |
|||||||||||||||||||||||||||||||||||||
|
Chief Operating Officer |
9/1/2016 | 20,000 | - | $ | 17.18 | 9/1/2026 | - | - | - | - | |||||||||||||||||||||||||||||||||||
| 3/23/2022 | - | - | - | - | 1,758 | $ | 21,606 | - | - | ||||||||||||||||||||||||||||||||||||
| 3/23/2022 | (4) | - | - | - | - | 3,164 | $ | 38,879 | - | - | |||||||||||||||||||||||||||||||||||
| 3/23/2022 | (5) | - | - | - | - | - | - | 2,109 | $ | 25,920 | |||||||||||||||||||||||||||||||||||
| 3/23/2022 | (5) | - | - | - | - | - | - | 1,055 | $ | 12,966 | |||||||||||||||||||||||||||||||||||
| 3/22/2023 | - | - | - | - | 3,965 | $ | 48,730 | - | - | ||||||||||||||||||||||||||||||||||||
| 3/22/2023 | - | - | - | - | 6,344 | $ | 77,968 | - | - | ||||||||||||||||||||||||||||||||||||
| 3/22/2023 | (6) | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| 3/22/2023 | (7) | - | - | - | - | - | - | 3,806 | $ | 46,776 | |||||||||||||||||||||||||||||||||||
| 3/22/2023 | (7) | - | - | - | - | - | - | 1,904 | $ | 23,400 | |||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | - | 11,583 | $ | 142,355 | - | - | ||||||||||||||||||||||||||||||||||||
| 7/19/2024 | (8) | - | - | - | - | - | - | 5,792 | $ | 71,184 | |||||||||||||||||||||||||||||||||||
| 7/19/2024 | (8) | - | - | - | - | - | - | 5,792 | $ | 71,184 | |||||||||||||||||||||||||||||||||||
|
|
3/23/2022 | - | - | - | - | 1,603 | $ | 19,701 | - | - | |||||||||||||||||||||||||||||||||||
| 3/23/2022 | (4) | - | - | - | - | 2,885 | $ | 35,451 | - | - | |||||||||||||||||||||||||||||||||||
| 3/23/2022 | (5) | - | - | - | - | - | - | 1,923 | $ | 23,634 | |||||||||||||||||||||||||||||||||||
| 3/23/2022 | (5) | - | - | - | - | - | - | 962 | $ | 11,823 | |||||||||||||||||||||||||||||||||||
| 3/22/2023 | - | - | - | - | 3,897 | $ | 47,894 | - | - | ||||||||||||||||||||||||||||||||||||
| 3/22/2023 | - | - | - | - | 4,902 | $ | 60,246 | - | - | ||||||||||||||||||||||||||||||||||||
| 3/22/2023 | (6) | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| 3/22/2023 | (7) | - | - | - | - | - | - | 2,941 | $ | 36,145 | |||||||||||||||||||||||||||||||||||
| 3/22/2023 | (7) | - | - | - | - | - | - | 1,471 | $ | 18,079 | |||||||||||||||||||||||||||||||||||
| 7/19/2024 | - | - | - | - | 8,865 | $ | 108,951 | - | - | ||||||||||||||||||||||||||||||||||||
| 7/19/2024 | (8) | - | - | - | - | - | - | 4,432 | $ | 54,469 | |||||||||||||||||||||||||||||||||||
| 7/19/2024 | (8) | - | - | - | - | - | - | 4,433 | $ | 54,482 | |||||||||||||||||||||||||||||||||||
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2025 PROXY STATEMENT |
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Table of Contents
Proposal 3
| (1) |
Vesting information about RSUs outstanding at December 31, 2024, are set forth in the table below; RSUs are time-vested only: |
| Grant Date | Program RSUs Granted Under |
Shares Granted |
Vesting Period | Vesting Portion | Vesting Begins /Occurs |
|||||||||||||
|
|
3/23/2022 | 2022 LTIP | 48,852 | 3 years | Substantially
equal vesting |
First anniversary
of grant date |
||||||||||||
| 3/22/2023 | 2023 LTIP | 68,122 | 3 years | |||||||||||||||
| 7/19/2024 | 2024 LTIP | 65,011 | 3 years | |||||||||||||||
|
|
4/27/2023 | New Hire Grant | 25,000 | 5 years | ||||||||||||||
| 7/19/2024 | 2024 LTIP | 9,259 | 3 years | |||||||||||||||
|
|
3/23/2022 | 2022 LTIP | 4,652 | 3 years | ||||||||||||||
| 3/22/2023 | 2022 STIP | 7,544 | 2 years | |||||||||||||||
| 3/23/2023 | 2023 LTIP | 8,001 | 3 years | |||||||||||||||
| 7/19/2024 | 2024 LTIP | 10,185 | 3 years | |||||||||||||||
|
|
3/23/2022 | 2022 LTIP | 5,273 | 3 years | ||||||||||||||
| 3/22/2023 | 2022 STIP | 7,929 | 2 years | |||||||||||||||
| 3/22/2023 | 2023 LTIP | 9,515 | 3 years | |||||||||||||||
| 7/19/2024 | 2024 LTIP | 11,583 | 3 years | |||||||||||||||
|
|
3/23/2022 | 2022 LTIP | 4,807 | 3 years | ||||||||||||||
| 3/22/2023 | 2022 STIP | 7,793 | 2 years | |||||||||||||||
| 3/22/2023 | 2023 LTIP | 7,352 | 3 years | |||||||||||||||
| 7/19/2024 | 2024 LTIP | 8,865 | 3 years | |||||||||||||||
| (2) |
Value based on $12.29, the closing price per share of the Company's Common Stock on December 31, 2024. |
| (3) |
Represents the number of shares issuable, assuming achievement of the target level performance conditions associated with each PSU. |
| (4) |
Represents a PSU that is being reported in the respective columns due to determination as of December 31, 2022 of achievement of the maximum level of performance condition based on a 12-monthEPS goal, and, thereafter, the award was, in effect, a time-based award with the shares vesting in full on March 7, 2025. See "2024 Executive Compensation Program in Detail - Long-Term Equity Incentive Awards" under this Proposal 3. |
| (5) |
Represents PSUs that vested in part on March 7, 2025, based on satisfaction of the associated performance criteria, in each case as described above in "2024 Executive Compensation Program in Detail - 2022 LTIP Grants - Partial Achievement of Performance Goals Determined During Q1 2025" under this Proposal 3. The value was calculated based on achievement of target performance. |
| (6) |
Represents a PSU that is being reported at $0 value due to the determination as of December 31, 2023 of failure to achieve the threshold performance condition based on a 12-monthEPS goal and, thereafter, the award was, in effect, a time-based award with the shares forfeiting in full on March 7, 2026. |
| (7) |
Represents PSUs that are scheduled to vest in March 2026, assuming the performance criteria are met. The value was calculated based on achievement of target level performance conditions. |
| (8) |
Represents PSUs that are scheduled to vest in March 2027, assuming the performance criteria are met as described in "2024 Executive Compensation Program in Detail - Long-Term Equity Incentive Awards" under this Proposal 3. The value was calculated based on achievement of target level performance conditions. |
|
2025 PROXY STATEMENT |
62 | |||||||
Table of Contents
Proposal 3
Option Exercises and Stock Vested Table
The following table presents information concerning the number of shares acquired and the value realized during 2024 upon the exercise of stock options and the vesting of restricted stock and restricted stock units previously granted to each of the NEOs:
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||
|
|
Number of Shares Acquired on Exercise |
Value Realized on Exercise(1) |
Number of Shares Acquired on Vesting |
Value Realized on Vesting(2) |
Date Vested |
Closing Price on Date Vested |
||||||||||||||||||||||||
|
Chairman, President & Chief Executive Officer |
- | - | 25,047 | $ | 269,756 | 3/15/2024 | $ | 10.77 | ||||||||||||||||||||||
| - | - | 9,354 | $ | 100,743 | 3/15/2024 | $ | 10.77 | |||||||||||||||||||||||
| - | - | 22,707 | $ | 250,458 | 3/22/2024 | $ | 11.03 | |||||||||||||||||||||||
| - | - | 16,284 | $ | 179,613 | 3/23/2024 | $ | 11.03 | |||||||||||||||||||||||
| - | - | 13,916 | $ | 152,102 | 5/19/2024 | $ | 10.93 | |||||||||||||||||||||||
|
Chief Financial Officer |
- | - | 5,000 | $ | 54,800 | 4/27/2024 | $ | 10.96 | ||||||||||||||||||||||
|
Chief Commercial Banking Officer |
- | - | 980 | $ | 10,555 | 3/15/2024 | $ | 10.77 | ||||||||||||||||||||||
| - | - | 2,627 | $ | 28,293 | 3/15/2024 | $ | 10.77 | |||||||||||||||||||||||
| - | - | 2,667 | $ | 29,417 | 3/22/2024 | $ | 11.03 | |||||||||||||||||||||||
| - | - | 3,772 | $ | 41,605 | 3/22/2024 | $ | 11.03 | |||||||||||||||||||||||
| - | - | 1,551 | $ | 17,108 | 3/23/2024 | $ | 11.03 | |||||||||||||||||||||||
| - | - | 2,559 | $ | 28,226 | 3/23/2024 | $ | 11.03 | |||||||||||||||||||||||
| - | - | 1,460 | $ | 15,958 | 5/19/2024 | $ | 10.93 | |||||||||||||||||||||||
|
Chief Operating Officer |
- | - | 2,820 | $ | 30,371 | 3/15/2024 | $ | 10.77 | ||||||||||||||||||||||
| - | - | 1,054 | $ | 11,352 | 3/15/2024 | $ | 10.77 | |||||||||||||||||||||||
| - | - | 3,964 | $ | 43,723 | 3/22/2024 | $ | 11.03 | |||||||||||||||||||||||
| - | - | 3,171 | $ | 34,976 | 3/22/2024 | $ | 11.03 | |||||||||||||||||||||||
| - | - | 2,559 | $ | 28,226 | 3/23/2024 | $ | 11.03 | |||||||||||||||||||||||
| - | - | 1,758 | $ | 19,391 | 3/23/2024 | $ | 11.03 | |||||||||||||||||||||||
| - | - | 1,568 | $ | 17,138 | 5/19/2024 | $ | 10.93 | |||||||||||||||||||||||
|
|
- | - | 1,140 | $ | 12,198 | 2/28/2024 | $ | 10.70 | ||||||||||||||||||||||
| - | - | 2,724 | $ | 29,337 | 3/15/2024 | $ | 10.77 | |||||||||||||||||||||||
| - | - | 1,016 | $ | 10,942 | 3/15/2024 | $ | 10.77 | |||||||||||||||||||||||
| - | - | 2,450 | $ | 27,024 | 3/22/2024 | $ | 11.03 | |||||||||||||||||||||||
| - | - | 3,896 | $ | 42,973 | 3/22/2024 | $ | 11.03 | |||||||||||||||||||||||
| - | - | 1,602 | $ | 17,670 | 3/23/2024 | $ | 11.03 | |||||||||||||||||||||||
| - | - | 2,389 | $ | 26,351 | 3/23/2024 | $ | 11.03 | |||||||||||||||||||||||
| - | - | 1,514 | $ | 16,548 | 5/19/2024 | $ | 10.93 | |||||||||||||||||||||||
| (1) |
Values were determined by multiplying the number of stock options exercised by the difference between the closing market price per share of the Company's Common Stock on the date of exercise and the stock option exercise price. |
| (2) |
Values were determined by multiplying the number of shares or units, as applicable, that vested by the closing market price per share of the Company's Common Stock on the vesting date. |
| 63 |
2025 PROXY STATEMENT |
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Table of Contents
Proposal 3
Non-QualifiedDeferred Compensation Table
The following table presents information concerning deferred compensation during the fiscal year ended December 31, 2024.
|
|
Executive Contributions in Last Fiscal Year |
Registrant Contributions in Last Fiscal Year |
Aggregate Earnings in Last Fiscal Year(1) |
Aggregate Withdrawals/ Distributions |
Aggregate Balance at Last Fiscal Year-End |
|||||
|
Chairman, President & Chief Executive Officer |
- | - | $16,242 | - | $268,749 | |||||
|
Chief Commercial Banking Officer |
- | - | $21,724 | - | $359,464 | |||||
| (1) |
The earnings on the employee deferred compensation plans are calculated based on the total amount of interest accrued on account balances during 2024. The above-market portion of these interest amounts in 2024, which amounted to $6,699 for |
| (2) |
|
| (3) |
|
Employment Agreements
We do not have employment agreements in place for any of our NEOs, other than our Chief Executive Officer. We entered into a revised employment agreement with
Any capitalized terms used below that are not otherwise defined will have the meanings ascribed to them in the CEO Employment Agreement, a copy of which is available as an exhibit to our 2023 Annual Report on Form 10-Kand/or other reports periodically filed by the Company from time to time with the
CEO Employment Agreement
At the recommendation of the Compensation Committee and authorization of the Board, the Company and
In making its recommendations as to the terms of the CEO Employment Agreement to the Company's Board, the Chair of the Compensation Committee reviewed comparative compensation information from a group of peer companies, as well as certain market information provided by
|
2025 PROXY STATEMENT |
64 | |||||||
Table of Contents
Proposal 3
The following summarizes the terms of the CEO Employment Agreement:
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Employment Agreement |
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Term of Agreement |
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| Annual Base Salary | Start Date | End Date | Renewal Option | |||||
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$1,100,000, subject to annual adjustments at the discretion of the Company's Board (most recently adjusted at the start of 2024). |
3/28/2022 | 3/31/2027 |
Automatic renewal for one year period beginning April 1, 2027 and on each anniversary of that date, unless notice of non-renewalis provided by either party. Agreement may not be extended beyond March 31, 2029. In addition, the Company may terminate Further, |
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Bonus |
Non-Solicitation and Confidentiality Restriction |
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Annual Cash Bonus and Annual Equity Incentive |
Payments Upon Termination |
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Cash Bonus.Eligible for annual bonus opportunity, with an initial target amount equal to 100% of Equity Incentive.Eligible for annual equity award with a grant date fair value of up to 150% of base salary, of which 50% of such annual equity awards will have service-based vesting conditions and the other 50% will have performance-based vesting conditions. The specific terms of any such equity award are determined at the discretion of the Compensation Committee. |
Agreement provides for a non-solicitationrestriction for a period of one-yearfollowing termination. In addition, Agreement requires certain information to remain confidential for an indefinite term. |
Termination by the Company for Cause or by Mr.Kim without Good Reason.Entitled to receive all salary and other benefits earned or accrued, but unpaid through the date of termination ("Accrued Benefits"). In the event Termination by the Company without Cause or by Mr.Kim with Good Reason. Entitled to receive: i. all Accrued Benefits; ii. severance of 150% of base salary (increases to 250% if termination occurs within one-yearfollowing a Change of Control); and iii. accelerated vesting of any previously issued equity awards (provided that any performance-based awards will only vest to the extent any applicable performance conditions of such award are satisfied). |
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Bank Owned Life Insurance Relating to CEO
The Company has purchased life insurance policies on certain key executives and directors known as BOLI, with the bank owning the policy and also being a policy beneficiary. The Bank records BOLI at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.
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Proposal 3
During 2022, our Compensation Committee and the Board of Directors approved the purchase of a BOLI policy on our Chairman, President & Chief Executive Officer,
the Wilshire State Bank Executive Survivor Income Plan dated July 1, 2005, as amended (the "Plan", with Wilshire State Bank being the predecessor to
Potential Payments Upon Termination of Employment or Change in Control
The following table presents the estimated payments and benefits that each NEO would have been entitled to receive if his or her employment had terminated on December 31, 2024, for the various reasons specified in the table. Unless otherwise indicated, all amounts are payable in lump sums.
|
Cash Severance Compensation |
Acceleration of Unvested Options and Stock |
Total Termination Benefits |
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|
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Voluntary Termination or Retirement |
- | - | - | |||||||||
|
Involuntary Termination (other than For Cause) |
$1,650,000 | $3,755,038 | $5,405,038 | |||||||||
|
Involuntary Termination (For Cause) |
- | - | - | |||||||||
|
Termination in Connection with Change in Control |
$2,750,000 | $3,755,038 | $6,505,038 | |||||||||
|
Death |
- | $3,755,038 | $3,755,038 | |||||||||
|
Disability |
- | $3,755,038 | $3,755,038 | |||||||||
|
|
||||||||||||
|
Voluntary Termination or Retirement |
- | - | - | |||||||||
|
Involuntary Termination (other than For Cause) |
- | - | - | |||||||||
|
Involuntary Termination (For Cause) |
- | - | - | |||||||||
|
Termination in Connection with Change in Control |
- | $ 458,200 | $ 458,200 | |||||||||
|
Death |
- | $ 458,200 | $ 458,200 | |||||||||
|
Disability |
- | $ 458,200 | $ 458,200 | |||||||||
|
|
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|
Voluntary Termination or Retirement |
- | - | - | |||||||||
|
Involuntary Termination (other than For Cause) |
- | - | - | |||||||||
|
Involuntary Termination (For Cause) |
- | - | - | |||||||||
|
Termination in Connection with Change in Control |
- | $ 525,431 | $ 525,431 | |||||||||
|
Death |
- | $ 525,431 | $ 525,431 | |||||||||
|
Disability |
- | $ 525,431 | $ 525,431 | |||||||||
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|
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Voluntary Termination or Retirement |
- | - | - | |||||||||
|
Involuntary Termination (other than For Cause) |
- | - | - | |||||||||
|
Involuntary Termination (For Cause) |
- | - | - | |||||||||
|
Termination in Connection with Change in Control |
- | $ 601,433 | $ 601,433 | |||||||||
|
Death |
- | $ 601,433 | $ 601,433 | |||||||||
|
Disability |
- | $ 601,433 | $ 601,433 | |||||||||
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2025 PROXY STATEMENT |
66 | |||||||
Table of Contents
Proposal 3
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Cash Severance Compensation |
Acceleration of Unvested Options and Stock |
Total Termination Benefits |
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|
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|
Voluntary Termination or Retirement |
- | - | - | ||||||||||||
|
Involuntary Termination (other than For Cause) |
- | - | - | ||||||||||||
|
Involuntary Termination (For Cause) |
- | - | - | ||||||||||||
|
Termination in Connection with Change in Control |
- | $ | 486,829 | $ | 486,829 | ||||||||||
|
Death |
- | $ | 486,829 | $ | 486,829 | ||||||||||
|
Disability |
- | $ | 486,829 | $ | 486,829 | ||||||||||
| (1) |
As of December 31, 2024, awards granted to the NEOs under the 2016 Plan, 2019 Plan and the 2024 Plan (collectively, "Plans") allow for accelerated vesting of all stock options, restricted stock and performance units only upon a Change in Control (as such term is defined in the Plans). This calculation assumes that each NEO's restricted stock, restricted stock units and performance-based restricted stock units were paid out in stock (with respect to performance-based restricted stock units, assuming target-level performance) at the closing price on December 31, 2024, of $12.29 per share, and that unvested stock options were paid out in the amount of the difference between the stock closing price on December 31, 2024, of $12.29 per share, and the option exercise price. All stock options held by the NEOs at December 31, 2024, have exercise prices that are higher than $12.29, so no value is attributable to those stock options for purposes of this table. |
| (2) |
Pursuant to the terms of the CEO Employment Agreement, which is more fully described above, cash severance is payable to |
Other Information About Compensation
CEO to Median Employee Pay Ratio
Below is (i) the 2024 total annualized compensation of
|
CEO Total Compensation |
$ | 3,314,768 | ||
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Median Employee Annual Total Compensation |
$ | 73,454 | ||
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CEO to Median Employee Pay Ratio |
45:1 | |||
Our Chief Executive Officer pay ratio is a reasonable estimate calculated in a manner consistent with
| ● |
Determination of Employee Population.We determined that, as of December 31, 2024, our total employee population consisted of 1,264 individuals, consisting of full-time, part-time, and/or temporary workers, employed by the Company and the Bank. |
| ● |
Identification of the Median Employee. We identified our median employee using the federal taxable income reported for that measurement period in Box 1 of Form W-2for each employee. We chose Form W-2because our employee population consisted solely of |
| ● |
Calculation of Chief Executive Officer Pay Ratio. We calculated our median employee's annual total compensation for 2024 according to the |
The
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Table of Contents
executive "compensation actually paid" ("CAP") for the fiscal years listed below in a pay versus performance ("PVP") table. The PVP table shows CAP for
Incentive Plan Compensation and All Other Compensation are each calculated in the same manner for purposes of both CAP and "Summary Compensation Table" ("SCT") values. The primary difference between the calculation of CAP and SCT total compensation is the calculation of the value of "Stock Awards" and "Option Awards," with the differences in how these awards are valued for purposes of SCT total and CAP described in the footnotes below.
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Value of Initial Fixed $100
Investment Based on: |
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Year
(1)
|
Summary
Compensation Table total for PEO |
Compensation
actually paid to PEO (2)(3)
|
Average
summary compensation table total for non-PEO NEOs
(2)
|
Average
compensation actually paid to non-PEO
NEOs (2)
|
Total
Stockholder Return |
Total Stockholder Retu (3)
|
Net
Income (in millions) |
EPS
|
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|
2024
|
$ | 3,314,768 | $ | 2,790,672 | $ | 871,273 | $ | 801,150 | $ | 106 | $ | 131 | $ | 100 | $ | 0.82 | ||||||||||||||||||||||||
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2023
|
$ | 3,007,465 | $ | 2,127,017 | $ | 725,042 | $ | 664,419 | $ | 99 | $ | 116 | $ | 134 | $ | 1.11 | ||||||||||||||||||||||||
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2022
|
$ | 3,560,324 | $ | 3,098,642 | $ | 776,244 | $ | 710,168 | $ | 99 | $ | 116 | $ | 218 | $ | 1.81 | ||||||||||||||||||||||||
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2021
|
$ | 3,356,442 | $ | 3,886,346 | $ | 872,446 | $ | 996,037 | $ | 110 | $ | 125 | $ | 205 | $ | 1.66 | ||||||||||||||||||||||||
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2020
|
$ | 2,823,802 | $ | 2,122,078 | $ | 822,295 | $ | 670,951 | $ | 78 | $ | 91 | $ | 112 | $ | 0.90 | ||||||||||||||||||||||||
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(1)
|
The PEO and
non-PEO
NEOs are each indicated in the table below for each fiscal year. |
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Year
|
PEO
|
Non-PEO
NEOs |
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2024
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2023
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2022
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2021
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2020
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2025 PROXY STATEMENT
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68
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(2)
|
Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under
Non-PEO
NEOs "Summary Compensation Table"total, with the following amounts being added or deducted from the applicable total compensation: |
|
Adjustments from
Summary
Compensation Table
|
Deduction for
amounts reported under the "Stock
Awards" column in the "Summary Compensation Table" (a)
|
Increase
based on fair value of
awards granted during the covered fiscal year that remain unvested as of year-end,
determined (b)
|
Increase
based on fair value of awards granted during the covered fiscal year that vested during the year, determined as of the vesting date (b)
|
Increase
(deduction) for change in fair value from prior year-end
to current year-end
of awards year-end
of (b)
|
Increase
(deduction) for change in fair value from prior-year end to vesting date of awards granted prior to covered fiscal year that vested during the covered fiscal year (b)
|
Total
Adjustments |
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PEO
|
2024 | $ | (1,604,158 | ) | $ | 1,291,614 | - | $ | (109,553 | ) | $ | (101,999 | ) | $ | (524,096 | ) | |||||||||||||||||||
| 2023 | $ | (1,234,428 | ) | $ | 967,339 | $ | 1,003 | $ | (297,917 | ) | $ | (316,445 | ) | $ | (880,448 | ) | |||||||||||||||||||
| 2022 | $ | (1,428,155 | ) | $ | 1,224,340 | - | $ | (287,720 | ) | $ | 29,852 | $ | (461,683 | ) | |||||||||||||||||||||
| 2021 | $ | (1,293,088 | ) | $ | 1,359,961 | - | $ | 207,858 | $ | 255,172 | $ | 529,903 | |||||||||||||||||||||||
| 2020 | $ | (1,134,628 | ) | $ | 1,447,187 | - | $ | (748,484 | ) | $ | (265,799 | ) | $ | (701,724 | ) | ||||||||||||||||||||
|
Non-PEO
NEOs |
2024 | $ | (246,086 | ) | $ | 198,142 | - | $ | (6,917 | ) | $ | (15,260 | ) | $ | (70,121 | ) | |||||||||||||||||||
| 2023 | $ | (164,274 | ) | $ | 170,363 | $ | 1,001 | $ | (22,404 | ) | $ | (45,308 | ) | $ | (60,622 | ) | |||||||||||||||||||
| 2022 | $ | (232,490 | ) | $ | 193,821 | $ | 374 | $ | (37,420 | ) | $ | 9,639 | $ | (66,076 | ) | ||||||||||||||||||||
| 2021 | $ | (265,504 | ) | $ | 270,365 | - | $ | 48,129 | $ | 70,600 | $ | 123,590 | |||||||||||||||||||||||
| 2020 | $ | (239,245 | ) | $ | 279,249 | - | $ | (136,321 | ) | $ | (55,027 | ) | $ | (151,344 | ) | ||||||||||||||||||||
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(a)
|
Reflects the deduction of the aggregate grant date fair value of equity-based awards granted each year as reported in the Stock Awards column of the SCT for the applicable year, calculated in accordance with FASB ASC Topic 718. We did not grant any option awards during these years, so no deductions were made under the Stock Option column of the SCT. In addition, we do not sponsor or maintain any defined benefit pension plans and, therefore, no deduction was made related to pension value. Finally, certain performance awards granted in prior fiscal years failed to meet applicable vesting conditions during the applicable fiscal years, which is reflected in the adjustments.
|
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(b)
|
The fair value of stock awards was based on the closing price of the Company's Common Stock at the relevant
year-end
or vesting dates and projected payout amounts based on expected performance ranging from 0%, threshold, target or maximum amounts of 150%. The closing price of the Company's Common Stock on December 31, 2024, 2023, 2022, 2021 and 2020, was $12.29, $12.08, $12.81, $14.71 and $10.91, respectively. With regards to the fair value of each LTIP performance based relative TSR award, the value of the shares and probable vesting was determined assuming the most probable outcome achieved using the Monte-Carlo simulation model, as well as projected payout amounts based on expected performance ranging from 0%, threshold, target or maximum amount of 150%. The below chart shows the fair value at December 31, 2024, 2023, 2022, 2021 and 2020, based on the Monte Carlo simulation model, as well as the grant date fair values based on the model: |
|
Fair Value as of December 31
|
Fair Value
as of Grant Date |
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|
Description of Award
|
2024
|
2023
|
2022
|
2021
|
2020
|
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|
2024 LTIP (Performance-Based Relative TSR)
|
$ | 9.01 | N/A | N/A | N/A | N/A | $ | 11.28 | ||||||||||||||||||||||
|
2023 LTIP (Performance-Based Relative TSR)
|
$ | 8.45 | $ | 10.60 | N/A | N/A | N/A | $ | 8.21 | |||||||||||||||||||||
|
2022 LTIP (Performance-Based Relative TSR)
|
$ | 12.29 | $ | 10.17 | $ | 10.02 | N/A | N/A | $ | 17.21 | ||||||||||||||||||||
|
2021 LTIP (Performance-Based Relative TSR)
|
N/A | $ | 12.08 | $ | 12.77 | $ | 15.78 | N/A | $ | 16.09 | ||||||||||||||||||||
|
2020 LTIP (Performance-Based Relative TSR)
|
N/A | N/A | $ | 12.81 | $ | 11.60 | $ | 7.86 | $ | 5.77 | ||||||||||||||||||||
|
(3)
|
The total stockholder retuwas determined using a $100 investment on December 31, 2019 and includes stock price appreciation, plus reinvested dividends as of December 31, 2020, and valued again on each of December 31, 2021, 2022, 2023 and 2024. The peer group total stockholder retuwas calculated in the same manner (which includes stock price appreciation, plus reinvested dividends) based on the cumulative total retuof the KBW Nasdaq Regional Banking Index.
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2025 PROXY STATEMENT
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Financial Performance Measures
|
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●
EPS (excluding notable items) |
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●
Pre Provision Net Revenue (excluding notable items) as a percentage of Average Assets |
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●
Criticized Loan Ratio (average of the 4 quarter-end
ratios) |
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●
Total Loan Growth |
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●
Average Deposit Growth, excluding brokered deposits |
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●
Total Stockholder Return |
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●
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the Company's cumulative TSR and the
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●
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the Company's Net Income; and
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●
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the Company Selected Measure, which for the Company is EPS
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2025 PROXY STATEMENT
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70
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71
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2025 PROXY STATEMENT
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Table of Contents
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS, AND CERTAIN BENEFICIAL OWNERS
Beneficial Ownership of Directors and Executive Officers
The following presents information concerning the beneficial ownership of our Common Stock as of the Record Date for (i) each of our current directors, (ii) each of our Section 16 officers, and (iii) all current directors and Section 16 officers as a group:
|
|
Amount and Nature of Beneficial Ownership(2) |
Options within 60 days(3) |
RSUs to Vest within 60 days(4) |
Total Beneficial Ownership |
Percentage |
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|
Non-ExecutiveDirectors |
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|
3,237,439 | 36,167 | 7,878 | 3,281,484 | 2.71 | % | |||||||||||||||||||
|
|
42,217 | 20,000 | 9,019 | 71,236 | < 1 | % | |||||||||||||||||||
|
|
504,445 | 20,000 | 5,994 | 530,439 | < 1 | % | |||||||||||||||||||
|
|
12,104 | 20,000 | 5,137 | 37,241 | < 1 | % | |||||||||||||||||||
|
|
583,096 | 24,404 | 5,137 | 612,637 | < 1 | % | |||||||||||||||||||
|
|
22,217 | - | 6,850 | 29,067 | < 1 | % | |||||||||||||||||||
|
|
- | - | 5,137 | 5,137 | < 1 | % | |||||||||||||||||||
|
|
35,003 | 20,000 | 5,137 | 60,140 | < 1 | % | |||||||||||||||||||
|
|
75,234 | 20,000 | 5,994 | 101,228 | < 1 | % | |||||||||||||||||||
|
|
44,327 | - | 5,137 | 49,464 | < 1 | % | |||||||||||||||||||
|
Scott Yoon-SukWhang |
98,874 | 20,000 | 5,994 | 124,868 | < 1 | % | |||||||||||||||||||
|
Section 16 Officers |
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|
|
825,840 | 260,660 | - | 1,086,500 | < 1 | % | |||||||||||||||||||
|
|
3,216 | - | 5,000 | 8,216 | < 1 | % | |||||||||||||||||||
|
|
9,318 | - | - | 9,318 | < 1 | % | |||||||||||||||||||
|
|
70,011 | 30,000 | - | 100,011 | < 1 | % | |||||||||||||||||||
|
|
108,629 | 20,000 | - | 128,629 | < 1 | % | |||||||||||||||||||
|
|
5,967 | - | - | 5,967 | < 1 | % | |||||||||||||||||||
|
All Directors and Section 16 Officers as a Group (17 Individuals) |
5,677,937 | 491,231 | 72,414 | 6,241,582 | 5.16 | % | |||||||||||||||||||
| (1) |
The address for each holder is the Company headquarters: 3200 Wilshire Boulevard, Suite 1400, |
| (2) |
Except as otherwise noted, may include shares held by such person's spouse (except where legally separated or if stock is held as separate property) and minor children, and by any other relative of such person who has the same home; shares held in "street name" for the benefit of such person; shares held by a family trust as to which such person is a trustee and primary beneficiary with sole voting and investment power (or shared power with a spouse); or shares held in an Individual Retirement Account or pension plan as to which such person (and/or such person's spouse) is the sole beneficiary and has pass-through voting rights and investment power. Additionally, based on information provided, all owners have direct, sole voting power over the respective shares except for |
| (3) |
Includes shares which the named individual has the right to acquire through the exercise of vested stock options within 60 days of the Record Date. |
| (4) |
Includes shares which the named individual has the right to acquire through the vesting of restricted stock units within 60 days of the Record Date. |
| (5) |
The Percentage of Shares Beneficially Owned is based on the total number of shares of the Company's Common Stock outstanding as of the Record Date, March 24, 2025, which was 121,074,988. |
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2025 PROXY STATEMENT |
72 | |||||||
Table of Contents
Security Ownership
Beneficial Owners of More Than 5% of Our Stock
The following table presents information known to the Company pursuant to the most recent
|
|
Amount and Nature of Beneficial Ownership(1) |
Percentage of Shares Beneficially Owned(2) |
||
|
50 Hudson Yards, |
17,572,493(3) |
14.51% | ||
|
The Vanguard Group 100 Vanguard Boulevard, |
13,730,473(4) |
11.34% | ||
|
Fuller & Thaler Asset Management, Inc. 411 Borel Avenue, Suite 300, |
6,944,286(5) |
5.74% | ||
|
6300 Bee Cave Road, Building One, |
6,770,120(6) |
5.59% | ||
|
One Congress Street, Suite 1, |
6,152,656(7) |
5.08% | ||
| (1) |
We have relied on the most recent filings with the |
| (2) |
The percentage of shares beneficially owned is calculated based upon 121,074,988 shares of Common Stock outstanding as of our Record Date. |
| (3) |
Based solely upon information contained in the most recent Schedule 13G/A filed with the |
| (4) |
Based solely upon information contained in the most recent Schedule 13G/A filed with the |
| (5) |
Based solely upon information contained in the most recent Schedule 13G/A filed with the |
| (6) |
Based solely upon information contained in the most recent Schedule 13G/A filed with the |
| (7) |
Based solely upon information contained in the most recent Schedule 13G/A filed with the |
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our Company's securities, to file initial reports of ownership and reports of changes in ownership with the
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2025 PROXY STATEMENT |
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Table of Contents
TRANSACTIONS WITH RELATED PERSONS
We may engage in transactions with our directors and executive officers, beneficial owners of more than five percent of the outstanding shares of the Company's voting Common Stock and certain persons related to them.
General Policies and Procedures
As set forth in our Corporate Governance Guidelines, except for loans by the Bank, those transactions that constitute transactions with related persons under Item 404 of the
In addition, we review or monitor potential conflict of interest situations as described in more detail below. A potential conflict is considered to exist whenever an individual has an outside interest, direct or indirect, which could conflict with the individual's duty to the Company or adversely affect the individual's judgment in the discharge of his or her responsibilities at the Company.
| ● |
To identify related party transactions, each year we require our directors and executive officers to complete director and officer questionnaires identifying any transaction with us or any of our subsidiaries in which the officer or director or their family members have an interest. Directors and executive officers are required to notify the Legal Department of any updates to the information supplied in the questionnaire occurring after the date of its completion. |
| ● |
Our Employee Code of Ethics and Business Conduct requires employees who may have a potential or apparent conflict of interest to notify their supervisor or the Ethics Officer. Our Director Code of Ethics and Business Conduct requires directors to notify the chair of the Nomination Committee of any potential or apparent conflict of interest. |
| ● |
As required under its charter, the Nomination Committee is responsible for reviewing each director's independence (according to the Listing Rules of the Nasdaq Stock Market, |
Transactions Considered
There are no existing or proposed material transactions between the Company or the Bank and any of our officers, directors, nominees or principal stockholders or the immediate family or associates of the foregoing persons, except as indicated below.
All the transactions reported below were approved by our Audit Committee or the independent directors of the Board in accordance with these policies and procedures, and we believe that the terms of the loans were not less favorable to us as those we could have obtained from unrelated third parties.
Some of the directors and officers of the Company and/or the Bank and the immediate families and the business organizations with which they are associated, are customers of, and have had banking transactions with, the Bank in the ordinary course of our business, and we expect to have banking transactions with such persons in the future. All loans made to such persons have been made in the ordinary course of business; on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loans to persons not related to the Bank; and do not involve more than a normal risk of collectability or present other unfavorable features.
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2025 PROXY STATEMENT |
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Table of Contents
GENERAL INFORMATION ABOUT THE 2025 ANNUAL MEETING OF STOCKHOLDERS
You have received proxy materials because you are a
The proxy materials are available at www.envisionreports.com/HOPE. This Proxy Statement summarizes the information we believe you need to know to cast an informed vote at the Annual Meeting. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and retuthe enclosed proxy card by mail. You may also vote by Internet or telephone, as instructed on the proxy card.
Internet Availability of Materials
The Company's Notice of the Annual Meeting, this Proxy Statement and 2024 Annual Report on Form 10-Kare available online at www.envisionreports.com/HOPE. In accordance with
The Company's Proxy Statement and 2024 Annual Report on Form 10-Kare also available on our website at: www.ir-hopebancorp.com. The information provided on the Company's website is referenced for informational purposes only. The information on the Company's website shall be deemed to be part of, or incorporated by reference into, this Proxy Statement or any other filings with the
Attending the Virtual Annual Meeting
We believe conducting a virtual Annual Meeting this year is in the best interests of our stockholders. The virtual format utilized over the past few years will continue to allow stockholder attendance and participation from any location around the world.
Accordingly, the Annual Meeting will be a completely virtual meeting of stockholders, to be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company, otherwise known as a holder of record, as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.
You will be able to attend the virtual Annual Meeting online and submit your questions during the Annual Meeting by visiting www.meetnow.global/HOPE2025. You also will be able to vote your shares online by attending the virtual Annual Meeting by webcast and by following the procedures set forth in this Proxy Statement. To participate in the virtual Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.
Registering to Attend the Virtual Annual Meeting
Set forth below is a description of how to register to attend the virtual Annual Meeting:
| ● |
If you are a registered stockholder(i.e., you hold your shares directly through our transfer agent, |
| ● |
If you hold your shares through an intermediary,such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. |
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General Information
To register to attend the Annual Meeting online by webcast, you must submit proof of your proxy power (legal proxy) reflecting your
You will receive confirmation of your registration by email after we receive your registration materials.
Requests for registration should be directed to us at the following:
|
By Mail: Hope Bancorp Legal Proxy P.O. Box 43001 |
By Email: Forward the email from your broker, or attach an image of your legal proxy, to |
Delivery of Materials
The
This year, a number of brokers with account holders who are Company stockholders will be "householding" our proxy materials. A single notice of internet availability of proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in "householding" and would prefer to receive a separate notice of internet availability of proxy materials, please notify your broker and direct your written request to
If you hold shares registered in more than one account, you may receive multiple sets of materials. In order to vote all of your shares, please sign and retueach proxy card you received, or if you vote via the internet or telephone, vote one for each proxy card you receive.
Number of Shares Required to be Present at the Annual Meeting
The presence at the Annual Meeting, in person or by proxy, of holders of a majority of the outstanding shares of the Company's Common Stock as of the Record Date will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-voteswill be counted as shares present for purposes of determining the presence of a quorum for the transaction of business.
Who Can Vote at the Annual Meeting
The Record Date for the Annual Meeting is March 24, 2025. Only holders of record of the Company's Common Stock as of the close of business on that date are entitled to notice of, and to vote at, the Annual Meeting. Each share of Common Stock that you own entitles you to one vote. The proxy card indicates the number of shares of common stock that you own. Our Certificate of Incorporation and Bylaws do not provide for cumulative voting in the election of directors.
At the close of business on the Record Date, 121,074,988 shares of Common Stock were outstanding and entitled to vote.
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Voting Shares Held in "Street Name" by a Broker
If at the close of business on March 24, 2025 (the Record Date for the Annual Meeting) your shares were held in an account at a brokerage firm, bank, dealer or other similar organization or other nominee, then you are the beneficial owner of shares held in "street name" and the proxy materials, as applicable, are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting.
As a beneficial owner, you will have the right to direct the brokerage firm, bank, dealer or other similar organization or other nominee on how to vote shares in your account. If that organization is not given specific direction, your shares held in the name of that organization may not be voted, which is sometimes referred to as a "broker non-vote,"and they will not be considered as present and entitled to vote on certain subject matter to be considered at the Annual Meeting. NYSE Rule 452.11, generally speaking, prohibits brokers and other organizations holding shares on your behalf from voting on Proposal 1 (election of directors) and Proposal 3 (non-binding,advisory vote on executive compensation) on your behalf without your direction. These proposals are considered "non-routine".We also understand that the NYSE considers Proposal 2 (ratification of the Company's independent auditor) to be a "routine" proposal and, therefore, brokers and other organizations may vote your shares for this proposal, including in the event that they do not receive instructions from you as to how to vote on this proposal. Whether a proposal is considered routine or non-routineis ultimately subject to final determination by the NYSE. Brokers may reach conclusions regarding the ability to vote shares on a given proposal that differ from our expectations expressed in this Proxy Statement. As a result, we urge you to direct your broker, fiduciary or custodian how to vote your shares on all proposals to ensure that your vote is counted.
You should instruct your bank, broker or other nominee as to how to vote your shares, by following the directions your bank, broker or other nominee provides to you. Please check the voting form used by your bank, broker or other nominee to receive instructions about how to vote via the internet or by telephone. In addition, you may request paper copies of this Proxy Statement and proxy card by following the instructions on the notice provided by your broker, bank or other nominee.
How to Vote Your Shares
Whether you plan to attend the virtual Annual Meeting or not, we urge you to vote by one of the methods described below (please also see the information provided above concerning the difference between holding shares as a holder of record and holding shares beneficially through a bank, broker or other nominee; beneficial holders should follow the voting instructions provided by such nominee). Each of these voting methods are also described on the enclosed proxy card.
| 1. |
You can vote by mail. If you properly complete, sign and retuthe proxy card, it will be voted in accordance with your instructions. If your shares are held through a bank, broker or other nominee, then you may need to complete the voting instruction card to vote your shares. |
| 2. |
You can vote by telephone. If you are a registered stockholder, that is, if your shares are held in your own name, you can vote by telephone by calling the toll-free number 1-800-652-VOTE(8683) in |
| 3. |
You can vote via the internet. If you are a registered stockholder, you can vote via the internet by visiting www.envisionreports.com/HOPEand clicking on Cast Your Voteand then following the instructions provided. If your shares are held through a bank, broker or other nominee, check your proxy card to see if you can also vote via the internet. |
| 4. |
You can vote at the Annual Meeting. If you plan to virtually attend the Annual Meeting and wish to vote in person, you may vote your shares at the Annual Meeting. Note, however, that if your shares are held in the name of your broker, bank or other nominee, you will need to obtain a legal proxy from the holder of your shares indicating that you were the beneficial owner of those shares on March 24, 2025 (the Record Date for voting at the Meeting) and that you are authorized to vote such shares. You are encouraged to vote by proxy prior to the Annual Meeting even if you plan to virtually attend the Annual Meeting. |
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General Information
Revoking your Proxy
If you are a registered stockholder of the Company's Common Stock, you may change your vote or revoke your proxy at any time before it is voted by:
| ● |
signing and returning a proxy card with a later date; |
| ● |
delivering a written revocation letter to the Company's Corporate Secretary; |
| ● |
attending the virtual Annual Meeting, and voting by ballot at the virtual Annual Meeting (attendance at the virtual Annual Meeting alone will not revoke your proxy); or |
| ● |
voting by Internet or telephone. |
A revocation letter or later-dated proxy first received by the Company's Corporate Secretary after the vote will not affect the vote. The mailing address is
If you hold shares of the Company's Common Stock in "street name" through a bank or broker or other nominee, you should contact your bank or broker or other nominee to change your vote or revoke your proxy.
Board of Director Voting Recommendations
The voting recommendations from the Board are as follows for each of the matters presented to stockholders at the Annual Meeting:
|
Proposal |
Description | Board Recommendation |
||
| 1. |
Election of Directors.Election of the 11 director nominees as named in this Proxy Statement, each for a one-yearterm expiring at the 2026 annual meeting of stockholders. |
FOR ALL |
||
| 2. |
Ratification of Auditor.Ratification of the appointment of |
FOR | ||
| 3. |
Advisory Vote to Approve Executive Compensation.Approval, on an advisory and non-bindingbasis, to approve the compensation paid to our Named Executive Officers as disclosed in this Proxy Statement. |
FOR |
How Shares are Treated When No Voting Instructions are Provided
If no voting instructions are provided, your shares shall be treated as described below depending on whether you are a registered stockholder or a "beneficial owner":
| ● |
Registered Stockholders.If you are a registered stockholder, that is, if your shares are held in your own name, and you submit a proxy but do not indicate any voting instructions, your shares will be voted according to the Board's recommendations as reflected in the chart above. |
| ● |
Holders of Shares in "Street" |
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Vote Required for Each Proposal and Treatment and Effect of Abstentions and Broker Non-Votes
The vote required for each proposal and the treatment and effect of abstentions and broker non-voteswith respect to each of the other proposals is as follows:
|
Proposal |
Description |
Vote Required for Approval |
Withhold / Abstentions |
Broker Non-Votes | ||||
| 1. |
Election of the 11 director nominees identified in this Proxy Statement to serve as members of the Board of the Company until the 2026 annual meeting of stockholders and until their successors are elected and qualified. |
Plurality of votes cast | No Effect(1) | Not voted; No effect on voting results | ||||
| 2. |
Ratification of the appointment of |
Majority of the shares present and entitled to vote on the matter | Against | Not expected, discretionary voting permitted | ||||
| 3. |
Approval, on an advisory and non-bindingbasis, of the compensation of the Company's Named Executive Officers as described in this Proxy Statement. |
Majority of shares present and entitled to vote on the matter | Against | Not voted; No effect on voting results | ||||
| (1) |
See "Actions Required if any Director Nominee Does Not Receive the Required Majority Vote" below. When determining whether a director failed to receive at least a majority of the votes cast under the mandatory resignation policy, broker non-votesare deemed not voted and have no effect on the voting results, and votes withheld have the effect of a vote against. |
If you withhold or abstain from any proposal, your shares will still be included for purposes of determining whether a quorum is present. Shares treated as broker non-voteson one or more items also will be included for purposes of calculating the presence of a quorum.
Actions Required if any Director Nominee Does Not Receive the Required Majority Vote
Our directors are elected by a plurality-plus voting standard coupled with a mandatory resignation policy for director nominees who fail to achieve an affirmative majority of votes cast for election. Under this policy, if a director nominee for election (or re-election)as director in an uncontested election does not receive at least a majority of the votes cast at any meeting called for, among other things, the election of directors, at which a quorum has been confirmed, the director, duly elected in accordance with the requirements of the DGCL, shall promptly (and in any event within two business days following the election) tender his or her resignation from the Board (conditioned upon acceptance by the Board) to the Chair of the Nomination Committee with a copy to the Chairman of the Board. In the event that any director does not tender his or her conditional resignation in accordance with this policy, he or she will not be re-nominatedby the Board for re-electionat the next annual meeting.
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Inspector of Election
The Board has appointed Ms.
Requesting Printed Copies of Materials and Selecting Delivery Preferences
Current and future delivery requests may be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. You may request materials as follows:
|
By Internet: Go to www.envisionreports.com/HOPE |
By Email: ● The subject line should include: "Proxy Materials HOPE BANCORP", and ● The following: - your full name, - your address, - the number located in the shaded bar of the Notice, and - state that you want a paper copy of the Meeting materials. |
By Telephone: 1-866-641-4276 |
Our 2024 Annual Report on Form 10-K,as filed with the
Proxy Solicitor and Proxy Solicitation Costs
We have engaged
The Company will bear the cost of solicitation of proxies, including the expense of preparing, assembling, printing and mailing the notice of internet availability of proxy materials, the proxy card, this Proxy Statement and any additional materials used in this solicitation of proxies. The proxies will be solicited principally by mail, but our directors, officers and regular employees may solicit proxies personally or by telephone. Although there is no formal agreement to do so, we will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable and documented expenses in connection therewith. In addition, we may pay for and utilize the services of individuals or companies we do not regularly employ in connection with the solicitation of proxies.
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Stockholder Proposals for the Annual Meeting of Stockholders to be Held in 2026
For a stockholder proposal regarding new business or a director nominee to be considered for inclusion in our proxy statement for our 2026 annual meeting of stockholders pursuant to Rule 14a-8 of the Exchange Act, notice of such proposal must be received at the Company's principal executive offices, with attention to our Legal Department, no later than December 12, 2025, which is one hundred twenty (120) days prior to the anniversary date that we released this Proxy Statement to our stockholders for the Annual Meeting. However, if the Company does not hold an annual meeting this year, or if the date of next year's annual meeting changes by more than 30 days from the date of this year's meeting, then the deadline for such proposal is a reasonable time before the Company begins to print and send its proxy materials.
Our Bylaws govethe submission of proposals regarding new business or nominations for director that a stockholder wishes to have considered at a meeting of stockholders, but which are not included in our proxy statement for that meeting. Under the "advance notice" provisions of our Bylaws, nominations for director or other business proposals to be addressed at our next annual meeting of stockholders may be made by a stockholder entitled to vote who has delivered a notice to the Company's principal executive offices, with attention to our Legal Department no later than one hundred (100) days and no earlier than one hundred twenty (120) days prior to the anniversary of our Annual Meeting (which, for the 2026 annual meeting, is not earlier than January 22, 2026, and not later than February 11, 2026). If the date of the 2026 annual meeting of stockholders is more than 30 days before or after such anniversary date, notice must be received not later than the close of business on the tenth day following the earlier of the date on which notice or public announcement of the date of the annual meeting of stockholders was first given or made by the Company. Our Bylaws additionally require the proposing stockholder to provide certain information, including:
| ● |
a brief description of the business desired to be brought before the annual meeting of stockholders; |
| ● |
the text of the proposal (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws, the language of the proposed amendment); |
| ● |
the reasons for conducting such business at the annual meeting of stockholders; |
| ● |
any material interest of the proposing stockholder and beneficial owner, if any, in such business; and |
| ● |
a description of all agreements, arrangement and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by the proposing stockholder. |
Stockholders who intend to solicit proxies in support of director nominees other than our Board's nominees pursuant to the universal proxy rules under Rule 14a-19of the Exchange Act' must provide notice to our Legal Department at our principal executive offices on the timeline set forth in the advance notice provisions of our Bylaws noted above. Such notice must include the information required by Rule 14a-19under the Exchange Act and such other information required by our Bylaws.
More detailed instructions for stockholder proposals regarding director nominees, please see "Director Nomination Process - Stockholder Recommended Candidate" under Proposal 1.
The Company will not consider stockholder proposals that do not comply with our "advance notice" bylaws and applicable law.
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OTHER MATTERS
The Board knows of no other matters that will be brought before the 2025 Annual Meeting, but if such matters are properly presented at the meeting (or any adjournment or postponement thereof), proxies solicited hereby will be voted in accordance with the direction of the Board, or, if no direction is given, in accordance with the judgment of the persons holding such proxies. All shares represented by duly executed proxies will be voted at the 2025 Annual Meeting (or any adjournment or postponement thereof) in accordance with the terms of such proxies.
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APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL
MEASURES
|
Reconciliation of EPS and PPNR ROAA (excluding notable items) (in thousands except EPS, Diluted Common Shares, and ROAA) |
2024 |
|||
|
Net income |
$ | 99,630 | ||
|
Notable Items: |
||||
|
|
$ | 691 | ||
|
Restructuring costs, net of gain on |
$ | 17 | ||
|
Merger-related costs |
$ | 4,604 | ||
|
Total notable items |
$ | 5,312 | ||
|
Less: tax provision |
$ | 1,562 | ||
|
Less: Total notable items, net of tax provision |
$ | 3,750 | ||
|
Net Income excluding notable items |
$ | 103,380 | ||
|
Diluted common shares |
121,108,594 | |||
|
EPS |
$ | 0.82 | ||
|
EPS excluding notable items |
$ | 0.85 | ||
|
Net income before tax |
$ | 132,964 | ||
|
Provision for credit losses |
$ | 17,280 | ||
|
Pre-ProvisionNet Revenue ("PPNR") |
$ | 150,244 | ||
|
Add back: notable items |
$ | 5,312 | ||
|
PPNR excluding notable items |
$ | 155,556 | ||
|
Average Assets |
$ | 17,746,408 | ||
|
PPNR ROAA |
0.85 | % | ||
|
PPNR ROAA excluding notable items |
0.88 | % | ||
|
Reconciliation of Net Income (excluding notable items) (in thousands) |
2024 | 2023 | ||||||
|
Net Income |
$ | 99,630 | $ | 133,673 | ||||
|
Notable Items: |
||||||||
|
|
$ | 691 | $ | 3,971 | ||||
|
Restructuring costs, net of gain on |
$ | 17 | $ | 11,576 | ||||
|
Merger-related costs |
$ | 4,604 | $ | - | ||||
|
Total notable items |
$ | 5,312 | $ | 15,547 | ||||
|
Less: tax provision |
$ | 1,562 | $ | 4,574 | ||||
|
Total notable items, net of tax provision |
$ | 3,750 | $ | 10,973 | ||||
|
Net Income excluding notable items |
$ | 103,380 | $ | 144,646 | ||||
|
Reconciliation of Noninterest Expense (excluding notable items) (in thousands) |
2024 | 2023 | ||||||
|
Noninterest Expense |
$ | 324,684 | $ | 361,959 | ||||
|
Notable Items: |
||||||||
|
|
$ | 691 | $ | 3,971 | ||||
|
Restructuring costs |
$ | 1,023 | $ | 11,576 | ||||
|
Merger-related costs |
$ | 4,604 | $ | - | ||||
|
Total notable items |
$ | 6,318 | $ | 15,547 | ||||
|
Noninterest Expense excluding notable items |
$ | 318,366 | $ | 346,412 | ||||
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Hope Bancorp VOTE Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Your vote matters - here's how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/HOPE or scan the QR code - login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE(8683) within the
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