Hope Bancorp Inc PRE 14A, filed Mar 27, 2024

Date

Thursday,

May 23, 2024

Time

10:30 AM Pacific
Daylight Time

Virtual Meeting

Via the Internet at: www.meetnow.global/HOPE2024

Record Date

Close of Business on

March 25, 2024

Hope Bancorp Inc (HOPE)

PRE 14A 2024-03-27 For: 2024-05-23

View Original

Added on October 19, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


By Internet	By Phone	By Mail
Before the Meeting, vote via the internet by visiting www.envisionreports.com/HOPE and select Cast Your Vote. During the Meeting, vote your shares online at www.meetnow.global/HOPE2024	Call the toll-free number 1-800-652-VOTE (8683) in the United States, US territories and Canada and following the recorded instructions.	Complete, sign and return the proxy card in the postage prepaid envelope provided.


	PAGE
PROXY STATEMENT SUMMARY		1

Our Company		1

Our Approach to Responsible ESG Practices		2

Corporate Governance		3

2023 Compensation Discussion & Analysis		5

Annual Meeting Overview		7

Items of Business		7

PROPOSAL 1: ELECTION OF DIRECTORS		8

Executive Summary		8

Nominees for Director at the Annual Meeting		8

Director Nomination Process		10

Board Composition		12

Corporate Governance		20

Corporate Governance Documents		20

Board Leadership Structure		21

Board Independence		22

Meetings and Committees of the Board		22

Board Communications		25

Board’s Role in Risk Oversight		25

Equity Ownership Guidelines for Non-Employee Directors		27

Director Compensation		28

PROPOSAL 2: RATIFICATION OF AUDITOR		31

Executive Summary		31

Audit Committee Pre-Approval Policies and Procedures		32

Fees Paid to Crowe		32

Audit Committee Report		33

PROPOSAL 3: APPROVAL TO INCREASE AUTHORIZED SHARES		34

Executive Summary		34

PROPOSAL 4: APPROVAL TO INDEMNIFY EMPLOYEES AND AGENTS		36

Executive Summary		36

PROPOSAL 5: APPROVAL TO INCLUDE AN OFFICER EXCULPATION PROVISION		38

Executive Summary		38

PROPOSAL 6: APPROVAL TO ADD A FORUM SELECTION PROVISION		40

Executive Summary		40

PROPOSAL 7: APPROVAL OF THE 2024 EQUITY INCENTIVE PLAN		42

Executive Summary		42

PROPOSAL 8: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION		51

Executive Summary		51

Information about the Advisory Resolution for the Frequency of Say on Pay		51

PROPOSAL 9: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION		52

Executive Summary		52

Advisory Resolution		52

Executive Officer Qualifications and Experience		53

Compensation Discussion and Analysis		57

Human Resources and Compensation Committee Report		71

Executive Compensation Tables		72

Other Information About Compensation		83

CEO to Median Employee Pay Ratio		83

Pay Versus Performance Disclosure		84

SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS		88

TRANSACTIONS WITH RELATED PERSONS		90

GENERAL INFORMATION ABOUT THE 2024 ANNUAL MEETING OF STOCKHOLDERS		91

OTHER MATTERS		99

APPENDIX A		A-1

APPENDIX B		B-1

APPENDIX C		C-1

APPENDIX D		D-1


Director Nominees		Position	Age⁽¹⁾	Independence	Principal Occupation

	Kevin S. Kim	Chairman, President & Chief Executive Officer	66		Banker \| Attorney \| Accountant
	Scott Yoon-Suk Whang	Lead Independent Director	78	ü	Retired Entrepreneur
	Steven S. Koh	Honorary Chairman	78		Entrepreneur
	Donald D. Byun	Director	72	ü	Retired Entrepreneur
	Jinho Doo	Director	68	ü	Retired Portfolio Manager \| Financial Analyst
	Daisy Y. Ha	Director	49	ü	Attorney
	Joon Kyung Kim	Director	65	ü	Retired Auditor
	William J. Lewis	Director	80	ü	Retired Banker \| Credit Administration
	David P. Malone	Director	73		Retired Banker \| Accountant
	Lisa K. Pai	Director	64	ü	Retired Banker \| Attorney
	Dale S. Zuehls	Deputy Lead Independent Director	73	ü	Auditor \| Consultant \| Entrepreneur
	Rachel H. Lee	Director Nominee for 2024 Annual Meeting	39	ü	Former Private Equity Partner



What We Heard		What We Did
Stockholders would prefer stronger alignment between the overall compensation structure for the CEO and other NEOs		^• Eliminated the use of equity awards under the STIP — any awards earned under the STIP will be paid to all NEOs in 100% cash beginning with the payouts in respect of 2023 ^• Commencing in 2024, implemented a weighted scorecard under the STIP for all NEOs that places an emphasis on financial performance: ^¡ 80% based on achievement of pre-determined financial objectives ^¡ 20 % based on achievement of individual/strategic 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 LTIP goals		^• Starting with the 2024 LTIP awards, eliminated 12-month EPS goal under the LTIP — actual PSU awards earned will be based on results measured after the end of a three-year performance period


Annual Meeting The Annual Meeting of Stockholders to be held virtually on May 23, 2024, and any adjournments or postponements thereof. Auditors Crowe LLP. Bank Bank of Hope. Board of Directors Board of Directors of Hope Bancorp, Inc. Bylaws The Company’s amended and restated bylaws. CEO Chief Executive Officer. Certificate of Incorporation The Company’s amended and restated certificate of incorporation. Committees Principal committees: (i) Audit Committee; (ii) Human Resources and Compensation Committee or “Compensation Committee”; and (iii) Nomination and Governance Committee or “Nomination Committee”. Company References to the “Company”, “we”, “our”, or “us” refer to Hope Bancorp, Inc., including our wholly owned subsidiary, Bank of Hope. CD&A Compensation Discussion and Analysis.	DGCL Delaware General Corporation Law. EPS Earnings per share. ESG Environmental, social and governance. FDIC Federal Deposit Insurance Corporation. ISO Incentive stock option. KBW Banking Index KBW Nasdaq Regional Banking Index, also referred to as “KRX Banks”. LTIP Long-Term Incentive Program, the component of “at risk” compensation used to align executive interests with the Company’s long-term financial success and growth. Meeting The Annual Meeting of Stockholders to be held virtually on May 23, 2024, and any adjournments or postponements thereof. NEO Named Executive Officer. The Company’s NEOs for 2023 are listed in the “2023 Named Executive Officers” table under Proposal 9. Notice Notice of internet availability of proxy materials and a proxy card to the stockholders as of the Record Date.	PSUs Performance share units. Record Date Stockholders of record as of the close of business on March 25, 2024. ROTCE Return on average tangible common equity. RSUs Restricted share units are equity-settled or cash-settled awards under the Company’s LTIP granted to eligible employees. SAR Stock appreciation rights. SEC Securities and Exchange Commission. 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 Computershare. TSR Total stockholder return is a measure of the performance of the Company’s stock, including any dividends paid, and the related outcome to the stockholder. 2024 Plan Hope Bancorp, Inc. 2024 Equity Incentive Plan.



Base Salary	Short-Term Incentive Program (“STIP”)	Long-Term Incentive Program (“LTIP”)
Approved base salary increases during 2023 for Peter J. Koh, Kyu S. Kim and Thomas P, Stenger of 10%, 3.5%, and 3.5%, respectively. Our CEO, Kevin S. Kim, did not receive a base salary increase. See ‘‘2023 Executive Compensation Program in Detail – Base Salary” under Proposal 9.	The actual incentive awards earned by our NEOs under the short-term incentive program (“2023 STIP”) were paid in March 2024 in 100% cash. Consistent with financial performance and the strategic achievements of the Company, STIP awards to the NEOs were paid out below target. See “2023 Executive Compensation Program in Detail – Annual Incentive Awards” under Proposal 9.	Under the 2023 LTIP, the Compensation Committee awarded equity grants to our NEOs that are 50% time-vested and 50% performance-contingent over a three-year time frame. Consistent with the terms of the 2021 LTIP, the NEOs earned 82% of their target PSUs for the 2021-2023 performance cycle. See “2023 Executive Compensation Program in Detail – Long-Term Equity Incentive Awards” under Proposal 9.


Proposal	Description	Board Recommendation	Page No.
1.	Election of Directors. Election of the 12 director nominees as named in this Proxy Statement, each for a one-year term expiring at the 2025 annual meeting of stockholders.	FOR ALL	[●]
2.	Ratification of Auditor. Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.	FOR	[●]
3.	Approval to Increase Authorized Shares. Approval of an amendment to the Company’s amended and restated certificate of incorporation (“Certificate of Incorporation”) to increase the authorized shares of common stock from 150,000,000 to 300,000,000.	FOR	[●]
4.	Approval to Indemnify Employees and Agents. Approval of an amendment to the Company’s Certificate of Incorporation to indemnify employees and agents of the Company.	FOR	[●]
5.	Approval to Include an Officer Exculpation Provision. Approval of an amendment to the Company’s Certificate of Incorporation to include an officer exculpation provision (as permitted by amendments to Delaware law).	FOR	[●]
6.	Approval to Add a Forum Selection Provision. Approval of an amendment to the Company’s Certificate of Incorporation to add a forum selection provision.	FOR	[●]
7.	Approval of the 2024 Equity Incentive Plan. Approval of the Company’s 2024 Equity Incentive Plan.	FOR	[●]
8.	Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. Approval, on an advisory and non-binding basis, on how often an advisory vote to approve executive compensation should be held in the future.	FOR 1 YEAR	[●]
9.	Advisory Vote to Approve Executive Compensation. Approval, on an advisory and non-binding basis, to approve the compensation paid to our “Named Executive Officers” as disclosed in this Proxy Statement.	FOR	[●]


Director Nominee \| Director Since		Age⁽¹⁾	Independent	Professional or Relevant Experience	Other Public Company Boards (#)

	Kevin S. Kim Chairman, President & CEO Director since 2011	66		Banker \| Attorney \| Accountant

	Scott Yoon-Suk Whang Lead Independent Director Director since 2007	78	ü	Retired Entrepreneur

	Steven S. Koh Honorary Chairman Director since 2016	78		Entrepreneur

	Donald D. Byun Director since 2016	72	ü	Retired Entrepreneur

	Jinho Doo Director since 2014	68	ü	Retired Portfolio Manager \| Financial Analyst

	Daisy Y. Ha Director since 2016	49	ü	Attorney

	Joon Kyung Kim Director since 2020	65	ü	Retired Auditor	1

	William J. Lewis Director since 2014	80	ü	Retired Banker \| Credit Administration

	David P. Malone Director since 2014	73		Retired Banker \| Accountant

	Lisa K. Pai Director since 2021	64	ü	Retired Attorney

	Dale S. Zuehls Deputy Lead Independent Director Director since 2014	73	ü	Auditor \| Consultant \| Entrepreneur

	Rachel H. Lee Director Nominee at the 2024 Annual Meeting	39	ü	Former Private Equity Partner	1


Board Diversity Matrix

Total Number of Directors	12
	Female	Male	Non-Binary	Did Not Disclose Gender

Gender Identity

Directors	3	9	—	—

Demographic Background

African American or Black	—	—	—	—

Alaskan Native or Native American	—	—	—	—

Asian	2	6	—	—

Hispanic or Latinx	—	—	—	—

Native Hawaiian or Pacific Islander	—	—	—	—

White	1	3	—	—

Two or More Races or Ethnicities	—	—	—	—

LGBTQ+	—

Did Not Disclose Demographic Background	—


Kevin S. Kim
Chairman, President & CEO & Director Nominee Age: 66 Committee Membership: Executive Committee (Chair)		Kevin S. Kim is Chairman, President and Chief Executive Officer of Hope Bancorp, Inc. and Bank of Hope. Mr. Kim assumed the role of Chairman in 2019. Originally a director of Center Financial Corporation and Center Bank from 2008, Mr. Kim spearheaded the merger of equals with Nara Bancorp, Inc. and Nara Bank, creating BBCN Bancorp, Inc. and BBCN Bank, respectively (now Hope Bancorp, Inc. and Bank of Hope, respectively) on November 30, 2011. In March 2013, Mr. Kim was appointed President and Chief Executive Officer of BBCN Bancorp, and he took on the same titles for BBCN Bank in April 2014. Under his leadership, BBCN grew from $5.8 billion to more than $8.0 billion in total assets when it merged with Wilshire Bancorp, Inc. and Wilshire Bank on July 29, 2016, creating Hope Bancorp and Bank of Hope, respectively. Prior to joining BBCN as the President and Chief Executive Officer, Mr. Kim practiced law for 18 years, focusing on corporate and business transactions, business acquisitions, tax planning, and real estate transactions. Mr. Kim began his professional career as a certified public accountant, working for approximately 10 years at two of the largest public accounting firms. Mr. Kim received his B.A. with a major in English and a minor in International Trade from Hankuk University of Foreign Studies in Seoul, Korea, an M.B.A. from the Anderson School of Management, the University of California, Los Angeles, and a J.D. from Loyola Law School in Los Angeles, California. Mr. Kim is a graduate of the ABA Stonier Graduate School of Banking, University of Pennsylvania, and earned his Wharton Leadership Certificate from The Wharton School Aresty Institute of Executive Education. Director Qualification Highlights ^• Legal and public accounting background and expertise ^• Public company board and management experience ^• Community knowledge and relations ^• M&A, strategic planning and business development
Scott Yoon-Suk Whang
Lead Independent Director & Director Nominee Age: 78 Committee Membership: Nomination Committee (Chair) Compensation Committee Executive Committee		Scott Yoon-Suk Whang was named Lead Independent Director of Hope Bancorp, Inc. and Bank of Hope, effective May 23, 2019, after having served as Chairman of the Board since July 6, 2017. He has been a director of the Company and Bank since 2007 and was integrally involved with the two mergers of equals creating Bank of Hope. He previously served in the capacities of Lead Independent Director from July 2016 to July 2017 and from March 2013 to June 2014, and also served as Vice Chairman of the Company from May 2012 through June 2014. Since joining the Board, Mr. Whang has been a strong advocate committed to enhancing board leadership and governance. Mr. Whang is the founder and Chairman of Orange Circle Studios, which provides premier lines of gift product and calendar publishing services. He is a goal-oriented entrepreneur who has started three successful companies over the past 20 years, including Codra Enterprises in 1985 and Avalanche Publishing, Inc. in 1990. Previously, Mr. Whang held various management positions with Daewoo Corporation, where he began his career in the early 1970s until he resigned from the position as President of the Western division of Daewoo International (USA) in 1985. In 2006, Mr. Whang was chosen as entrepreneur of the year by the Korean American Chamber of Commerce in recognition of his success in the mainstream publishing industry and as an exemplary minority entrepreneur. Mr. Whang graduated from the College of Business Administration at Seoul National University with a B.A. in International Economics. Director Qualification Highlights ^• Entrepreneurial and M&A experience ^• Strategic planning, management, business development and operations experience ^• Community knowledge and relations ^• Corporate governance and board succession planning expertise


Steven S. Koh
Honorary Chairman & Director Nominee Age: 78 Committee Membership: Board Risk Committee Executive Committee		Steven S. Koh was named Honorary Chairman of the Board on July 6, 2017, in recognition of his 30-plus years of service on the Board, including with the former Wilshire Bancorp and Wilshire Bank, during the last 24 years of which he served as Chairman. Upon the merger of equals between BBCN Bancorp, Inc. and Wilshire Bancorp, Inc. and their respective subsidiaries BBCN Bank and Wilshire Bank effective July 29, 2016, Mr. Koh was appointed Chairman of the Boards of Hope Bancorp, Inc. and Bank of Hope. Previously, he served as a director of Wilshire Bank since 1986 and as Chairman since 1993. Mr. Koh also served as Chairman of the board of directors of Wilshire Bancorp, Inc. since its formation in December 2003 through the merger with BBCN. Mr. Koh is the Chairman of Pacific Steel Corporation, an international steel trading and nationwide distributing company that he founded in 1973. In addition to being well recognized for his contributions to the Bank since 1986, Mr. Koh is highly regarded for his active involvement in community affairs, including the Overseas Korean Traders Association (OKTA) and numerous philanthropic activities for the Korean-American and surrounding ethnic communities. He is the first and only Korean American to serve on the board of directors of Cedars-Sinai, a position he was appointed to in 2016. Mr. Koh received his B.A. and honorary Ph.D. from Yonsei University in Seoul, Korea. He also completed the Executive Management Program at the UCLA Anderson School of Management, the graduate business school at the University of California, Los Angeles. Director Qualification Highlights ^• Executive leadership and management experience in several industries, including financial services businesses ^• Vast board experience for private and public companies ^• Community knowledge and relations
Donald D. Byun
Director Nominee Age: 72 Committee Membership: Nomination Committee Executive Committee		Donald D. Byun has served as a director of Hope Bancorp, Inc. and Bank of Hope since the merger of equals between BBCN Bancorp, Inc. and Wilshire Bancorp, Inc. and their respective subsidiaries BBCN Bank and Wilshire Bank effective July 29, 2016. Prior to that, he served on the board of directors of the former Wilshire Bancorp and Wilshire Bank from 2004 to 2007 and was re-appointed to the board in July 2009. Mr. Byun established Jay Dee, Inc., an apparel manufacturer, in 1993 and served as its President and Chief Executive Officer until his retirement in 2013. He is also the Founder of OTO Sportswear, where he served as its President and Chief Executive Officer from 1988 to 2010. From 2000 to 2004, Mr. Byun served as a director of Los Angeles-based Pacific Union Bank until its acquisition by Hanmi Bank in April 2004. Mr. Byun earned his B.A. in Economics from the College of Economics and Business Administration at Yonsei University in Seoul, Korea. Director Qualification Highlights ^• Experience establishing successful business ventures in the apparel manufacturing industry ^• Understanding of core commercial customer banking needs ^• Community knowledge and relations ^• Credit review and management experience


Jinho Doo
Director Nominee Age: 68 Committee Membership: Audit Committee Nomination Committee Board Risk Committee		Jinho Doo has served as a director of Hope Bancorp, Inc. and Bank of Hope, formerly known as BBCN Bancorp, Inc. and BBCN Bank, since October 29, 2014. From 2012 to 2020, Mr. Doo was Chief Executive Officer of New York City-based Key Capital Management, LLC, where he managed a hedge fund. From 2007 to 2012, Mr. Doo was Chief Executive Officer of JSD Investment Advisory Services, LLC, based in Los Angeles, during which time he provided investment advisory services to Korean American community banks and foreign exchange consulting services to financial institutions. Previously, Mr. Doo was a Managing Director at DaeYu Investment Management Co, LTD, in Seoul, Korea and served as Director, Head of Korean Desk, Bonds Division at BZW Asia Hong Kong, an affiliate of Barclays Capital, in Hong Kong. Mr. Doo began his professional career in 1982 as a foreign exchange trader at Standard Chartered Bank, Seoul Branch, and in 1988 joined Los Angeles-based Hanmi Bank, from which he retired in 1996 as Vice President and Manager of the Investment and Accounting department. Mr. Doo earned his B.A. in Portuguese with a minor in Economics from Hankuk University of Foreign Studies in Seoul, Korea and his M.S. in Finance from Texas A&M University in College Station, Texas. Director Qualification Highlights ^• Knowledge and understanding of financial statement analysis ^• Strategic planning, business development, and capital markets knowledge and experience ^• Asset liability and credit review/management experience ^• Financial expertise ^• Corporate governance and enterprise risk management expertise
Daisy Y. Ha
Director Nominee Age: 49 Committee Membership: Audit Committee Compensation Committee		Daisy Y. Ha has served as a director of Hope Bancorp, Inc. and Bank of Hope since the merger of equals between BBCN Bancorp, Inc. and Wilshire Bancorp, Inc. and their respective subsidiaries BBCN Bank and Wilshire Bank effective July 29, 2016. Previously, she served on the board of directors of the former Wilshire Bancorp and Wilshire Bank from January 2014. Ms. Ha began her legal career as a term law clerk to a United States district court judge in 2000. The following year, she joined the employment law department of Paul Hastings, where she litigated and provided advice on matters of employment law. In 2004, Ms. Ha returned to the United States District Court as a career law clerk, assisting in a variety of areas, including general civil law and criminal law. In 2011, she was an appellate court attorney for the California Court of Appeal. Ms. Ha received her B.A., cum laude, from Williams College in Williamstown, Massachusetts and her J.D. from University of California, Berkeley, School of Law. Director Qualification Highlights ^• Experience in financial services industry, M&A and human capital management ^• Diverse legal/compliance experience and background ^• Knowledge of employment law ^• Community knowledge and relations


David P. Malone
Director Nominee Age: 73 Committee Membership: Board Risk Committee		David P. Malone has served as a director of Hope Bancorp, Inc. and Bank of Hope since May 20, 2014. Between May 2017 until his retirement on December 31, 2021, Mr. Malone served in various employment and advisory roles which included Chief Operating Officer, President and Advisor until March 31, 2022, then as Interim Chief Financial Officer and an advisor to the Company from January 6, 2023 to April 30, 2023. Prior to that, Mr. Malone held various executive management roles at Community Bank in Pasadena, including as its Chairman, President and Chief Executive Officer. During his 15 years at Community Bank, Mr. Malone was responsible for transforming the company into a relationship-oriented community bank, developing a high performing sales culture, introducing new business lines, and expanding the bank’s geographical footprint. Under Mr. Malone’s leadership, Community Bank grew into one of the leading financial institutions in Southern California, with more than $3 billion in assets and 17 offices across five counties. He began his professional career as a certified public accountant with Arthur Andersen, where he later served as a Senior Manager, providing strategic and operational consulting services to financial institutions in the Western United States. Mr. Malone currently serves as Chairman of the advisory board of the David Nazarian College of Business and Economics, California State University, Northridge (CSUN) and is a member of CSUN’s foundation board. Mr. Malone earned his B.S. degree in Accounting from CSUN. Director Qualification Highlights ^• Leadership experience at growth-oriented financial institutions ^• Banking and operational experience ^• Financial reporting, accounting, and auditing expertise ^• Strategic planning, business development, M&A expertise
Lisa K. Pai
Director Nominee Age: 64 Committee Membership: Board Risk Committee Executive Committee		Lisa K. Pai has served as a director of Hope Bancorp, Inc. and Bank of Hope since December 8, 2021. She brings 26 years of experience serving in general counsel and corporate secretary capacities at various Korean American banks in the Los Angeles area, including Bank of Hope and its root banks. Most recently, she served as Executive Vice President, General Counsel and Corporate Secretary of the Company and the Bank from the time of the merger of equals until her planned retirement effective in 2020. Prior to that, Ms. Pai served as Executive Vice President, Chief Legal & Human Resources Officer and Corporate Secretary of Wilshire Bancorp, Inc. and Wilshire Bank from 2012 to 2016. She also served in similar capacities within the banking industry such as BBCN Bancorp, Inc. and BBCN Bank and its predecessors Center Financial Corporation and Center Bank and Nara Bancorp, Inc. and Nara Bank. Before joining the banking industry, Ms. Pai practiced law at Thelen, Marrin, Johnson and Bridges from 1990 to 1994. Following her retirement from the Bank, Ms. Pai served on the board of directors of First Choice Bank from April 2021 through July 2021. She has been an active member of the community throughout her professional career, having served in board and advisory roles for the Hope Scholarship Foundation, a charitable subsidiary of Bank of Hope, the Center for the Pacific Asian Family, a non-profit organization, Los Angeles County Bar Association, Korean American Bar Association of Southern California, and UCLA Asian Pacific Alumni Association. Ms. Pai earned her B.A. in Economics from the University of Chicago and her J.D. from University of California, Los Angeles, School of Law. Director Qualification Highlights ^• Public company management, bank compliance and regulation experience ^• Risk management and corporate governance ^• Community relations and knowledge ^• Strategic planning, M&A, business development and operations expertise


Dale S. Zuehls
Deputy Lead Independent Director & Director Nominee Age: 73 Committee Membership: Compensation Committee (Chair) Audit Committee Nomination Committee		Dale S. Zuehls was appointed to the Boards of Hope Bancorp, Inc. and Bank of Hope effective March 20, 2014 and was recently appointed as the Deputy Lead Independent Director effective February 1, 2024. Mr. Zuehls has more than 45 years of experience in areas of complex auditing, accounting, fraud and forensic accounting, complex tax issues, performance measurement and related consulting matters. Since 2002, his firm, Zuehls, Legaspi & Company, has provided specialized advisory services in the areas of auditing and tax, and fraud, forensic and litigation support. In addition to being a certified public accountant, Mr. Zuehls has a Ph.D. in accounting, holds a law degree and is a Certified Fraud Examiner. Previously, Mr. Zuehls held various leadership positions at KPMG and Arthur Andersen & Co., two of the largest international public accounting firms in the world. A recognized expert in complex accounting matters, Mr. Zuehls has taught in Ph.D. and Masters’ programs at several Southern California universities and has held numerous seminars on various accounting and tax issues. He serves on the Audit Committee of the largest research foundation at California State University, Los Angeles. Mr. Zuehls earned his B.S. in Accounting at California State University, Los Angeles, and a J.D. from Southwestern University School of Law in Los Angeles. Director Qualification Highlights ^• Audit, accounting, fraud, forensic and legal experience ^• Financial expertise ^• Risk management and corporate governance ^• Strategic planning, M&A, business development and operations expertise ^• Human capital management and management succession planning experience
Rachel H. Lee
Director Nominee at the 2024 Annual Meeting Age: 39		Rachel H. Lee has 17 years of finance and investment experience and nearly 10 years of board-related experience at growth-oriented companies, including publicly traded entities. Upon election by stockholders at the 2024 Annual Meeting, Ms. Lee will be appointed to serve on the Boards of the Company and the Bank. Ms. Lee departed Ares Management Corporation (NYSE: ARES) in December 2022, where she served as Partner and Head of the Consumer Private Equity practice, responsible for all aspects of deal activity from origination to monetization, including due diligence, debt capital raises, tack-on acquisitions, legal negotiations, and exits via initial public offerings. Having joined the firm in 2008, Ms. Lee also led numerous initiatives at the firm supporting diversity, equity, and inclusion. She was appointed in February 2024 to the Board of Directors of Applied Digital Corporation (NASDAQ: APLD) and has also served on the Boards of various other companies, including Cooper’s Hawk Winery & Restaurants from 2019 to 2022, Floor and Décor Holdings, Inc. (NYSE: FND) from 2015 to 2021, and Insight Global from 2014 to 2016, among others. Ms. Lee holds a B.S. in Business Administration and a B.S. in Accounting from the University of Southern California. Director Qualification Highlights ^• Financial expertise ^• Debt and equity capital markets and M&A experience ^• Strategic and CEO succession planning ^• Consumer-led growth businesses



Yearly Elections		We believe that yearly elections hold the directors accountable to our stockholders, as each director is subject to re-nomination and re-election each 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. 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-nominated by the Board for re-election at the next annual meeting.

Independent Oversight		All of our directors are independent, except for Mr. Koh (who is the father of our Chief Operating Officer, Peter J. Koh) and the following current and former employees of the Company, respectively: Kevin S. Kim, and David P. Malone. The Board has affirmatively determined that all other director nominees are independent under the applicable Listing Rules of the Nasdaq Stock Market.

Chairman of the Board		The Chairman of the Board is appointed annually by the Board. Kevin S. Kim was first appointed Chairman of the Board of the Company and Bank on May 23, 2019, and has served in this capacity since. In addition, Mr. Kim serves as President and Chief Executive Officer of the Company and the Bank. As Chairman of the Board, Mr. Kim’s responsibilities include, among others, presiding at and calling board and stockholder meetings and preparing meeting schedules, agendas and materials in collaboration with our Lead Independent Director. The Board believes the combination of the Chairman and Chief Executive Officer positions enhances efficiencies related to 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 9.

Lead Independent Director		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. In May 2019, Scott Yoon-Suk Whang was appointed as the Lead Independent Director. The Lead Independent Director Guidelines assist our Lead Independent Director in the exercise of his responsibilities, 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.

Deputy Lead Independent Director		Recently, the Nominating Committee performed its annual review of the board composition and committee structure and made the recommendation to the Board for approval, to appoint Dale S. Zuehls as the Board’s Deputy Lead Independent Director effective February 1, 2024. The addition of the role of Deputy Lead Independent Director is to ensure future succession and continuity on the Board.


	Committees of the Board
	Audit	Nomination	Compensation	Board Risk	Executive

Scott Yoon-Suk Whang Lead Independent Director, Director Nominee		Chair	●		●

Steven S. Koh Honorary Chairman, Director Nominee				●	●

Donald D. Byun Director Nominee		●			●

Jinho Doo Director Nominee	● Financial Expert	●		●

Daisy Y. Ha Director Nominee	●		●

Joon Kyung Kim Director Nominee	Chair Financial Expert	●		●

William J. Lewis Director Nominee			●	Chair

Lisa K. Pai Director Nominee				●	●

Mary E. Thigpen⁽¹⁾ Director	● Financial Expert		●	●

Dale S. Zuehls Deputy Lead Independent Director, Director Nominee	● Financial Expert	●	Chair

David P. Malone Director Nominee				^•

Executive Director(s)

Kevin S. Kim Chairman, President & CEO Director Nominee					Chair

Meetings Held in 2023	18	5	8	9	7


Non-Employee Directors as of December 31, 2023⁽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 Satisfy Guidelines
Scott Yoon-Suk Whang, Lead Independent Director	12,646		88,409	ü
Steven S. Koh, Honorary Chairman	12,646		3,358,831	ü
Donald D. Byun	12,646		497,329	ü
Jinho Doo	12,646		20,825	ü
Daisy Y. Ha	12,646		603,921	ü
Joon K. Kim	12,646		15,101	ü
William J. Lewis	12,646		27,887	ü
David P. Malone⁽³⁾	12,646		94,174	ü
Lisa K. Pai	12,646		38,048	ü
Mary E. Thigpen⁽⁴⁾	12,646		7,181	August 2, 2026
Dale S. Zuehls	12,646		35,101	ü


Schedule of Director Fees
Description	Cash⁽¹⁾		Equity⁽²⁾		Other Compensation⁽³⁾

Director Annual Retainer	$	54,000	$	54,000	$	15,000

Lead Independent Director and Honorary Chairman Annual Retainer	$	28,800	$	28,800		—

Committee Chair Annual Retainer	$	7,200	$	7,200		—


Non-Employee Directors as of December 31, 2023⁽¹⁾	Fees Earned or Paid in Cash⁽²⁾	Stock Awards⁽³⁾	Option Awards	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation⁽⁴⁾	Total

Scott Yoon-Suk Whang, Lead Independent Director	$90,000	$90,000	—	—	$15,000	$195,000

Steven S. Koh, Honorary Chairman	$82,800	$82,800	—	—	$15,000	$180,600

Donald D. Byun	$61,200	$61,200	—	—	$15,000	$137,400

Jinho Doo	$54,000	$54,000	—	—	$15,000	$123,000

Daisy Y. Ha	$54,000	$54,000	—	—	$15,000	$123,000

Joon K. Kim	$61,200	$61,200	—	—	$15,000	$137,400

William J. Lewis	$61,200	$61,200	—	—	$15,000	$137,400

Lisa K. Pai	$54,000	$54,000	—	—	$15,000	$123,000

Mary E. Thigpen	$54,000	$54,000	—	—	$15,000	$123,000

Dale S. Zuehls	$61,200	$61,200	—	—	$15,000	$137,400


Awards Reflected in the Table Above			Aggregate Awards Outstanding as of December 31, 2023
Non-Employee Directors as of December 31, 2023	RSUs Granted During the Year Ended December 31, 2023		Aggregate Number of Unvested RSUs Outstanding		Aggregate Number of Vested and Unvested Options Outstanding

Scott Yoon-Suk Whang^(a)		10,465		10,465		20,000

Steven S. Koh^(b)		9,628		9,628		36,167

Donald D. Byun^(a)		7,116		7,116		20,000

Jinho Doo^(a)		6,279		6,279		20,000

Daisy Y. Ha^(c)		6,279		6,279		52,540

Joon Kyung Kim		7,116		7,116		—

William J. Lewis^(a)		7,116		7,116		20,000

Lisa K. Pai		6,279		6,279		—

Mary E. Thigpen		6,279		6,279		—

Dale S. Zuehls^(a)		7,116		7,116		20,000


	2023		2022

Audit fees	$	1,903,108	$	1,717,202

Audit-related fees		12,552		—

Tax fees		—		—

All other fees		—		—


Total fees	$	1,915,660	$	1,717,202


2024 Plan
Name and position	Dollar value ($)				Number of units

Kevin S. Kim President and Chief Executive Officer		$	4,725,000	⁽¹⁾		438,719

Julianna Balicka Chief Financial Officer			—			—

Craig Campbell Chief Corporate Banking Officer			—			—

Angelee J. Harris General Counsel			—			—

Kyu S. Kim Chief Commercial Banking Officer			—			—

Peter J. Koh Chief Operating Officer			—			—

Thomas P. Stenger Chief Risk Officer			—			—

Executive Group		$	4,725,000			577,981

Non-Executive Director Group			—			—

Non-Executive Officer Employee Group		$	64,620			6,000	⁽²⁾


Name	Age⁽¹⁾	Position

Kevin S. Kim	65	Chairman, President and Chief Executive Officer

Julianna Balicka	45	Chief Financial Officer

Craig Campbell	53	Chief Corporate Banking Officer

Angelee J. Harris	54	General Counsel and Corporate Secretary

Kyu S. Kim	62	Chief Commercial Banking Officer

Peter J. Koh	46	Chief Operating Officer

Thomas P. Stenger	64	Chief Risk Officer


Julianna Balicka
Chief Financial Officer		Julianna Balicka was appointed as Executive Vice President and Chief Financial Officer of the Company and the Bank, effective April 17, 2023. She most recently served as Senior Vice President, Director of Investor Relations and Corporate Finance at East West Bank, a wholly owned company of East West Bancorp, Inc. (NASDAQ: EWBC). In addition to overseeing the investor relations function and corporate finance/M&A strategy, Ms. Balicka was responsible for the consolidated financial statement enterprise forecast and actively contributed to balance sheet management strategy, preparation of SEC filings and evaluation of asset/liability model assumptions, including interest rate sensitivity. Prior to joining East West in 2016, Ms. Balicka was with Keefe, Bruyette & Woods from 2005 to 2016, most recently as Managing Director, Equity Research, where she served as the lead research analyst for California SMID-cap banks, Asian American banks, and marketplace lenders. Ms. Balicka began her professional career as an investment banking analyst in the Financial Institutions Group at Donaldson, Lufkin & Jenrette, which was acquired by Credit Suisse in 2000. She is a graduate of the Huntsman Program in International Studies & Business at the University of Pennsylvania, where she earned her B.S. in Economics, with dual concentrations in Finance and Management, from the Wharton School, as well as a B.A. in International Studies and German from the College of Arts & Sciences.
Craig Campbell
Chief Corporate Banking & Institutional Officer		Craig Campbell was appointed Executive Vice President and Chief Corporate Banking & Institutional Officer of Bank of Hope as part of the strategic transformation in October 2023. He joined the Bank in August 2019 as Chief Corporate Banking Officer, responsible for leading the Bank’s Corporate Banking Group, and was promoted to Executive Vice President in January 2021. Prior to joining Bank of Hope, Mr. Campbell served as Senior Managing Director and Head of Corporate Lending and Syndication for NexBank SSB from 2014. From 2001 to 2013, Mr. Campbell was with FBR Capital Markets, most recently as Managing Director, Commercial and Investment Banking and Head of National Coverage for the Financial Institutions Group. Previously, Mr. Campbell gained his experience in the investment banking industry at CIBC World Markets from 2000 to 2001 and at Wedbush Morgan Securities from 1997 to 2000. Mr. Campbell began his professional career as a consultant and financial advisor at Ernst & Young from 1995 to 1997 and at Price Waterhouse from 1993 to 1995. He holds the Series 7, 24, 63 and 79 securities licenses and earned his B.S. in Business Finance at the University of Southern California.


Angelee J. Harris
General Counsel & Corporate Secretary		Angelee J. Harris was appointed Executive Vice President, General Counsel and Corporate Secretary of the Company and the Bank effective October 13, 2020, and provides expert and strategic advice to management on all legal and regulatory matters affecting bank activities. Prior to joining the Company, Ms. Harris served as Executive Vice President and General Counsel at Opus Bank (NASDAQ: OPB) from June 2019 until the merger of Opus Bank and Pacific Premier Bank effective June 1, 2020. From April 2018 to May 2019, she served as General Counsel of Banc of California, Inc. (NYSE: BANC) and its wholly owned subsidiary, Banc of California, N.A. and as Executive Vice President and Deputy General Counsel from 2013 to 2018. Previously, Ms. Harris was a Partner at Manatt, Phelps & Phillips, LLP, from 2008 to 2012 where she focused on corporate securities law. From 2005 until 2007, Ms. Harris served as Executive Vice President and General Counsel of Placer Sierra Bancshares (NASDAQ: PLSB), the publicly traded holding company of Placer Sierra Bank, a California commercial bank. In 1999, she joined Manatt as an Associate and was appointed Partner of the firm in 2004. During this period, Ms. Harris focused on mergers and acquisitions, capital markets transactions, and securities law compliance. Ms. Harris is a member of the American Bar Association and is licensed to practice in California and Utah. She holds a B.A. from Brigham Young University and J.D. from the University of Utah College of Law.
Kyu S. Kim
Chief Commercial Banking Officer		Kyu S. Kim was appointed as Senior Executive Vice President and Chief Commercial Banking Officer of the Bank as part of the strategic transformation in October 2023, responsible for oversight of all commercial lending functions across Bank of Hope’s national platform. Previously, she served as Senior Executive Vice President and Eastern Regional President of the Bank effective May 1, 2017, and was responsible for oversight of all commercial lending functions and retail branches in New York, New Jersey, Virginia, Georgia and Alabama. Before that, she was Senior Executive Vice President and Head of Community Banking of the Bank effective July 29, 2016, and was responsible for leading the business operating units of all legacy commercial lending teams and the retail branch network following the merger of BBCN Bank and Wilshire Bank. A 25-plus year veteran of the Bank, Ms. Kim was promoted to Senior Executive Vice President in May 2013 and served as Chief Operating Officer from August 2013 through July 2016. Previously, she served as Executive Vice President and Chief Commercial Banking Officer of BBCN Bank following the merger of Nara Bank and Center Bank completed on November 30, 2011. Ms. Kim joined the former Nara Bank in 1998 and is credited with building the Bank’s eastern region presence from the ground up, most recently serving as Executive Vice President and Eastern Regional Manager from April 2008 through November 2011. Prior to joining Nara Bank, she was Vice President and Chief Credit Officer at the former Chicago-based Foster Bank from March 1990 to September 1997. Ms. Kim received her B.B.A. in Finance from the University of Wisconsin, Oshkosh. She completed the Graduate School of Banking at the University of Wisconsin, Madison and the ABA Stonier Graduate School of Banking at the University of Pennsylvania. Ms. Kim also earned her Wharton Leadership Certificate from The Wharton School Aresty Institute of Executive Education.


Peter J. Koh
Chief Operating Officer		Peter J. Koh was promoted to Senior Executive Vice President and Chief Operating Officer effective January 1, 2022 after holding the position of Executive Vice President and Deputy Chief Operating Officer effective May 1, 2021. As the Chief Operating Officer, Mr. Koh is responsible for overseeing strategy, operations, IT, human resources and credit administration. Previously, he served as Executive Vice President and Chief Credit Officer of the Bank upon the merger of equals of BBCN Bank with Wilshire Bank effective July 29, 2016, and was responsible for oversight of all credit administration functions, as well as the appraisal, loan operations and special assets departments. Prior to the merger, Mr. Koh served in the same capacity for Wilshire Bank, a position he was promoted to in July 2014. He initially joined Wilshire Bank in 2001 and served in various credit-related positions through 2005. Mr. Koh then rejoined Wilshire Bank in June 2007 as Senior Loan Officer and held the position of Chief Credit Review Officer and then Deputy Chief Credit Officer before being appointed as Chief Credit Officer in July 2013. Mr. Koh’s father, Steven S Koh, is a director and Honorary Chairman of the Boards of the Company and the Bank. Mr. Koh earned his B.A. from Columbia University in New York and M.B.A. from the Marshall School of Business, University of Southern California. He is also a graduate of the Pacific Coast Banking School.
Thomas P. Stenger
Chief Risk Officer		Thomas P. Stenger was promoted to Senior Executive Vice President and Chief Risk Officer of the Bank effective October 1, 2022, after holding the position of Executive Vice President and Chief Risk Officer since February 2019. Mr. Stenger is responsible for all areas of risk, compliance and BSA management. Prior to joining the Bank, he was a Managing Director at PricewaterhouseCoopers from 2011 where he provided strategic leadership assisting financial services clients in enhancing their platforms to be responsive to recent regulatory directives and guidance. He also advised clients on developing and assessing their enterprise risk framework, identifying structural, functional and conceptual operating gaps in multiple disciplines including market risk, credit risk and operational risk. Previously, Mr. Stenger was a founding partner of Mirror Lake Partners from 2008 to 2011 and was responsible for the risk advisory, treasury/liquidity management and investment portfolio practices focused on providing services to financial services, private equity and mortgage banking firms, as well as regulatory agencies. Prior to this, he served GMAC Residential Mortgage Corporation from 2001 to 2007, most recently as Senior Vice President and Chief Risk Officer. Mr. Stenger joined BankBoston in 1997 as Managing Director, Global Asset Liability Strategy, and following the acquisition of the firm by FleetBoston Financial Corporation in 1999, he served as Senior Risk Manager, Market Risk, through 2001. He began his career with financial institutions in 1985 at Michigan National Bank as Vice President, Portfolio Management, before joining Chemical Bank in 1993 as First Vice President, Consumer Asset Management and then Chase Manhattan Mortgage Corp. in 1996 as Senior Vice President. Mr. Stenger earned his B.S. in Finance from the Michigan State University and his M.B.A. in Finance and Financial Management Services from Wayne State University.


Name		Title

Kevin S. Kim		Chairman, President & Chief Executive Officer

Julianna Balicka⁽¹⁾		Chief Financial Officer

Kyu S. Kim		Chief Commercial Banking Officer

Peter J. Koh		Chief Operating Officer

Thomas P. Stenger		Chief Risk Officer

Former Officers

David P. Malone⁽²⁾		Former Interim Chief Financial Officer

Alex Ko⁽³⁾		Former Chief Financial Officer


NEO	2022 Base Salary		2023 Base Salary		Year-over- Year % Change

Kevin S. Kim	$	1,050,000	$	1,050,000		—

Julianna Balicka⁽¹⁾		N/A	$	450,000		N/A

Kyu S. Kim	$	423,410	$	438,229		3.5	%

Peter J. Koh	$	400,000	$	440,000		10.0	%

Thomas P. Stenger	$	464,121	$	480,365		3.5	%


Reconciliation of EPS, ROTCE and Efficiency Ratio excluding notable items (in thousands except EPS)	2023

Net Income	$	133,673

Notable Items:

FDIC special assessment expense	$	3,971

Restructuring costs	$	11,576


Total notable items	$	15,547

Tax provision	$	3,864

Less: total notable items, net of tax provision	$	11,683


Net Income excluding notable items	$	145,356

EPS	$	1.11

EPS excluding notable items	$	1.21

ROTCE		8.39	%

ROTCE excluding notable items		9.13	%

Efficiency ratio		63.78	%

Efficiency ratio excluding notable items		61.06	%



	Annual Incentive Opportunity as a % of Salary									Annual Incentive Opportunity
Executive	Threshold			Target			Maximum			Threshold			Target			Maximum

Kevin S. Kim		50	%		100	%		150	%		$	525,000		$	1,050,000		$	1,575,000


Performance Measures	Weight			2023 Performance Target Goals									Actual Results⁽¹⁾			Performance Achieved	Actual Percent of Performance			Actual Weight
Performance Measures	Weight			Minimum			Target			Maximum			Actual Results⁽¹⁾			Performance Achieved	Actual Percent of Performance			Actual Weight			Cash Incentive Earned
Financial Performance		80	%

Earnings Per Share		15	%	$	1.00		$	1.25		$	1.50		$	1.21		Below Target		91	%		11	%	$	114,660

Return on Average Tangible Common Equity		15	%		7.38	%		9.23	%		11.08	%		9.13	%	Below Target		97	%		12	%	$	122,220

Net Interest Margin		15	%		2.34	%		2.93	%		3.52	%		2.81	%	Below Target		89	%		11	%	$	112,140

Efficiency Ratio		15	%		63.32	%		60.30	%		57.29	%		61.06	%	Below Target		84	%		10	%	$	105,840

Total Loan Growth		20	%		2.40	%		3.00	%		3.60	%		-10	%	Below Threshold		—			—			—

Total Deposit Growth ex. Brokered		20	%		9.12	%		11.4	%		13.68	%		-9	%	Below Threshold		—			—			—
Strategic Performance		20	%

Strategic and Risk Management		100	%											98	%	Below Target		98	%		20	%	$	201,120
TOTAL		100	%																		62	%	$	655,980


	Weight	2023 Performance Target Goals									Actual Results⁽¹⁾			Performance Achieved	Actual Percent of Performance		Actual Weight
Performance Measures		Minimum			Target			Maximum			Actual Results⁽¹⁾			Performance Achieved	Actual Percent of Performance		Actual Weight
Financial Performance	100%

Earnings Per Share	15%	$	1.00		$	1.25		$	1.50		$	1.21		Below Target		91%		14%

Return on Average Tangible Common Equity	15%		7.38	%		9.23	%		11.08	%		9.13	%	Below Target		97%		15%

Net Interest Margin	15%		2.34	%		2.93	%		3.52	%		2.81	%	Below Target		89%		13%

Efficiency Ratio	15%		63.32	%		60.30	%		57.29	%		61.06	%	Below Target		84%		13%

Total Loan Growth	20%		2.40	%		3.00	%		3.60	%		-10	%	Below Threshold		—		—

Total Deposit Growth ex. Brokered	20%		9.12	%		11.4	%		13.68	%		-9	%	Below Threshold		—		—
TOTAL	100%																	54%