The Annual Meeting of Stockholders of East West Bancorp, Inc., a Delaware corporation (the “Company”), will be held on May ~~24, 2016,~~27, 2021, at 2:00 p.m. Pacific Time, virtually via the internet at ~~135 N. Los Robles Ave., 6~~^th ~~Floor, Pasadena, California,~~www.meetingcenter.io/253538535, for the following purposes, as more fully described in the accompanying Proxy Statement:

To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or the instructions that accompanied your proxy materials. The password for the meeting is EWBC2021.

The Board of Directors of ~~East West Bancorp~~the Company has fixed the close of business on March ~~28, 2016~~30, 2021 as the record date for the Annual Meeting. Only holders of our common stock as of the record date are entitled to notice of and to vote at the ~~meeting.~~Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the Proxy Statement.

Properly signed and returned proxy cards permit each proxy holder to vote on any other business that may properly come before the ~~meeting~~Annual Meeting and at any and all adjournments thereof, in his or her discretion. As of the date of mailing, the Board of Directors of the Company is not aware of any other matters that may come before the Annual Meeting.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS, WE URGE YOU TO SUBMIT YOUR VOTE VIA THE INTERNET, TELEPHONE OR MAIL. Instructions for voting are described in the Company’s Proxy Statement for the Annual Meeting, Notice of Internet Availability of Proxy Materials and proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 27, 2021:

Pursuant to the Securities and Exchange Commission (“SEC”) rules related to the availability of proxy materials, the Company has made its Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2020 available at www.envisionreports.com/EWBC.

We intend to hold our 2021 Annual Meeting of Stockholders solely through live webcast. We are making this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2020 available to stockholders of record at www.envisionreports.com/EWBC. On or about April 15, 2021, we will begin mailing to our stockholders of record a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review this Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2020. This Notice also instructs you on how you may submit your proxy over the internet or via telephone. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting those materials included in this Notice.

~~This summary highlights information contained elsewhere in the Proxy Statement.~~

This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding the ~~East West Bancorp, Inc’s. (the “Company”) 2015~~Company’s 2020 financial performance, please review our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~

This Proxy Statement and the enclosed ~~Proxy~~proxy card (the “Proxy”) are furnished in connection with the solicitation of proxies by our Board of Directors (“Board”) for use at the annual meeting of stockholders to be held on May ~~24, 2016,~~27, 2021, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). ~~This Proxy Statement and the enclosed Proxy and other enclosures are first being mailed to stockholders on or about April 15, 2016.~~ Only stockholders of record on March ~~28, 2016~~30, 2021 (“Record Date”) are entitled to vote in person via the internet or by proxy at the Annual Meeting. The mailing address of the Company’s principal executive office is 135 N. Los Robles Avenue, 7^th Floor, Pasadena, California 91101.

We are asking stockholders to vote on the following matters at the ~~2016~~2021 Annual Meeting of Stockholders:

East West Bancorp, Inc. is the holding company for East West Bank (also referred to as the “Bank”) with total assets of $52.2 billion as of December 31, 2020. The Bank opened its doors in 1973 as a federally-chartered savings institution to provide banking access to the Chinese-American community, which were underserved by the mainstream banks. Over the years, this community has grown and flourished, and the Bank has grown right along with it. In 1995, the Bank converted its charter to a commercial bank to keep pace with its customers’ expanding commercial banking needs.

Since its public listing in 1999, the Company’s assets grew from $2.1 billion to $52.2 billion as of December 31, 2020, and its annual net earnings grew from $18 million to $568 million for the full year 2020. Starting with one small branch in the heart of Chinatown in Los Angeles, California, East West Bank today serves a wide array of consumer and commercial customers, and is one of the top 25 publicly traded commercial banks in the United States by market capitalization, and one of the largest independent banks headquartered in California. The Bank operates in more than 120 locations in the United States and China. In the United States, East West Bank’s branch footprint includes the states of California, Georgia, Massachusetts, Nevada, New York, Texas and Washington. In China, East West Bank operates full-service branches in Hong Kong, Shanghai, Shantou and Shenzhen, and representative offices in Beijing, Chongqing, Guangzhou, and Xiamen.

Over the years, the Bank’s products and services have evolved to stay connected to its customers and communities. As one of the only banks to focus on the United States and China markets, the Bank continues to expand its extensive global network of contacts and resources to bridge diverse financial needs in and between the world’s two largest economies.

The Company ~~has achieved strong~~delivered solid financial ~~performance in 2015, building on prior years. The sustained success~~results for 2020 against the challenging backdrop of the ~~Company’s bridge model between East~~COVID-19 pandemic, which caused significant disruption and ~~West is reflected~~economic deterioration around the world. The greatest impact of the COVID-19 pandemic on our financial results in 2020 was the increase of the provision for credit losses and the resulting increase in the ~~following key metrics:~~allowance for loan losses for the year. Despite this increased credit cost, we maintained solid profitability for the full year of 2020, earning 1.16% on average assets and 11.2% on average equity. Our balance sheet, liquidity and capital ratios are strong, enabling us to continue to support our customers and invest in our business.

Since our inception, we are deeply committed to serving the communities in which we operate. Diversity and inclusion are at the core of our history and guiding principles. Over the years, the Bank grew to become the largest minority-operated bank headquartered in the continental United States, serving communities with diverse ethnicities and economic backgrounds across the country, with 39% of the Bank’s branches located in low-to-moderate income areas. Through our policies and programs, we support diversity in our workplace and our communities. We also recognize that adopting environmentally responsible practices is part of good corporate governance and contributes to local and global wellbeing. Our commitment to diversity, environmental and social matters starts at the top with our Board, which regularly considers environmental, health and safety, and social matters as part of its oversight functions, while the Nominating/Corporate Governance Committee is specifically tasked with monitoring our commitment to ESG.

Throughout our history, we have maintained a culture of giving back to the communities in which we operate. We encourage our employees to volunteer in their communities. As active volunteers, our associates work alongside numerous local organizations to promote a variety of causes including financial literacy, small business development and first-time home ownership in low-to-moderate income areas. The Bank, through its sponsorship and giving, also actively fosters and supports the arts as a bridge to promote diversity and multi-cultural understanding. The following are some examples of the Company’s recent community investments and social programs:

Table of Contents

~~Record Loans:~~ ~~Total loans receivable increased to a record $23.7 billion as of December 31, 2015 from $21.8 billion as of December 31, 2014.~~

~~Record Deposits:~~ ~~Total deposits grew to a record $27.5 billion as of December 31, 2015 from $24.0 billion as of December 31, 2014.~~

~~Improvement in Credit Quality:~~ Nonperforming assets (“NPA”) to total assets improved six basis points to 0.40% as of December 31, 2015, compared to 0.46% as of December 31, 2014. Our NPA to total assets is better than the KBW Regional Bank Peer median of 0.58% and average of 0.61%.

¹ ~~2015 EPS, ROE, ROA and NPA financial data for KBW Regional Bank Peers was obtained from SNL Financial LC.~~

³ ~~2015 ROE, ROA and net interest margin financial data for all FDIC-insured commercial banks was obtained from SNL Financial LC.~~

The following table provides summary information about each director nominee and continuing director as of March ~~31, 2016.~~30, 2021.

A = Audit Committee;B = BSA/AML & OFAC Compliance Steering Committee;C = Compensation Committee;E = Executive Committee;

LD~~= Lead Director;~~* = Independent Director;LD = Lead Director; FE = Audit Committee Financial Expert; RE = Risk Oversight Committee Risk Expert

We are committed to good corporate governance, which promotes the long-term interests of our stockholders and strengthens our Board and management accountability. Highlights of our corporate governance practices include:

We measure executive officer performance by evaluating both the achievement of specific financial goals and the long-term performance of the Company. We align the pay and performance of our ~~executives~~executive officers to the success of our business and the interests of our stockholders. We do this by providing our executive officers short-term cash bonuses tied to our ~~revenue~~financial and strategic performance, and by granting long-term equity awards. The Company has a commitment to strong ~~and sustainable~~ governance and transparent compensation practices. The Company continuously reviews its compensation practices to ensure that they are effective. Our executive compensation practices include the following features:

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully.

Holders of our common stock as of the close of business on March 28, 2016 (the Record Date), may vote at the Annual Meeting. As of the Record Date, we had 144,063,622 shares of common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of common stock held on the Record Date. We do not have cumulative voting rights for the election of directors.

If you are a street name stockholder, you will receive instructions from your broker, bank or other nominee. The instructions from your broker, bank or other nominee will indicate if the various methods by which you may vote, including whether internet or telephone voting is available.

~~Yes. Subject to any rules that your broker, bank or other nominee may have, you can change your vote or revoke your proxy before the Annual Meeting.~~

If you are a stockholder of record, you may revoke your proxy by providing our Corporate Secretary with a written notice of revocation prior to your shares being voted at the Annual Meeting. The written notice of revocation may be hand delivered to the Company’s Corporate Secretary, or mailed to and received by East West Bancorp at 135 N. Los Robles Ave., 7^th ~~Floor, Pasadena, California 91101, Attention: Corporate Secretary.~~

~~If you are a street name stockholder, you must contact your broker, bank or other nominee that holds your shares to find out how to revoke your proxy.~~

Proxies are solicited by and on behalf of our Board. The persons named in the Proxy have been designated as proxy holders. When Proxies are properly dated, executed and returned, the shares represented by those Proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board as described above. If any matter not described in the Proxy Statement is properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have properly revoked your proxy.

~~The enclosed Proxy confers discretionary authority with respect to matters incident to the Annual Meeting and any other proposals~~Proposal 1: Election of which management did not have notice at least 45 days prior to the date on which the Company mailed its proxy material for last year’s annual meeting of stockholders. As of the date hereof, management is not aware of any other matters to be presented for action at the Annual Meeting. However, if any other matters properly come before the Annual Meeting, the Proxies solicited hereby will be voted by the Proxy holders in accordance with the recommendations of the Board of Directors.Directors

In an uncontested election, any Director nominee who receives a greater number of “Withhold” votes than votes “For” the nominee’s election shall immediately tender to the Board his or her offer to resign from the Board. The Board, after taking into consideration the recommendation of the Nominating/Corporate Governance Committee, will determine whether or not to accept the resignation of any nominee for director who receives a greater number of “Withhold” votes than votes “For” the nominee’s election. In the event of a contested election, the director nominees who receive the largest number of votes cast “For” their election will be elected as directors.

A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our Bylaws and Delaware law. The presence, in person or by proxy, of a majority of all issued and outstanding shares of common stock entitled to vote at the meeting will constitute a quorum at the meeting.

~~Abstentions and Broker Non-Votes will be treated as shares present and entitled to vote for purposes of determining the presence of a quorum.~~

~~How are proxies solicited for the Annual Meeting? Who pays for the solicitation?~~

The Board is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. Although there is no formal agreement to do so, we may reimburse brokers, banks and other nominees for their reasonable expense in forwarding these proxy materials to their principals. Proxies will be solicited principally through the mail, but our directors, officers and employees may solicit proxies personally, by telephone or via the Internet.

Your vote will not be disclosed either within the Company or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

~~Important Notice Regarding Availability of Proxy Materials for the 2016 Annual Meeting of Stockholders to be Held on May 24, 2016~~

~~Pursuant to the Securities and Exchange Commission (“SEC”) rules related to the availability of proxy materials, the~~

~~Company has made its Proxy Statement and Annual Report on Form 10-K available on the Company’s corporate website at www.eastwestbank.com/annual.~~

~~I share an address with another stockholder, and we received multiple copies of the proxy materials. How can we obtain a single copy of the proxy materials?~~

Stockholders who share an address and receive multiple copies of our proxy materials can request to receive a single copy in the future. To receive a single copy of the proxy materials, stockholders may contact us at:

Stockholders who hold shares in street name may contact their broker, bank, or other nominee to request information about “householding” (providing one copy of this Proxy Statement for all stockholders residing at one address).

Stockholders are being asked to elect eight director nominees for a one-year term. This section includes information about the Board and each director ~~nominees for a one-year term. This section includes information about the Board and each Director~~ nominee.

~~FOR~~~~the election~~Board of ~~each director nominee~~~~. The combination of the various qualifications, skills~~Directors and experiences of the 2016 director nominees would contribute to an effective and well-functioning Board. The director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management.Nominees

Our business is managed under the direction of our Board, which is currently composed of ~~ten (10)~~eight members. The Board is nominating ~~ten (10) members~~the eight director nominees discussed below to serve a one-year ~~term. Julia Gouw, President and Chief Operating Officer~~term, each of whom was recommended for reelection by the ~~Company, retired from the Company and Board effective March 31, 2016.~~Nominating/Corporate Governance Committee.

We seek directors with strong reputation and experience in areas relevant to the strategy and operations of our businesses, particularly industries and growth segments that we serve, as well as key geographic markets where we operate. Each of the nominees for director holds or has held senior executive positions in financial services and/or large, complex organizations, and has operating experience that meets this objective. In these positions, they have also gained experience in core management skills, such as strategic and financial planning, corporate governance, risk management, and leadership development, as further described below.

We also believe that each of the nominees has other key attributes that are important to an effective Board, including: integrity and high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of origin, background, experience, and thought; and the commitment to devote significant time and energy to service on the Board and its Committees.

The proposed nominees collectively bring a wide range of experience to the Board with a focus on our core business of being a financial bridge between the ~~U.S.~~United States and ~~Greater~~ China. In addition, the proposed nominees reflect our heritage and ~~continuing~~leading role as one of the most diverse financial institutions in the country and the largest ~~FDIC-insured~~ minority depository ~~institution.~~institution insured by the Federal Deposit Insurance Corporation (the “FDIC”) and headquartered in the continental United States. Our Board is representative of the rich ethnic diversity and multiculturalism that exists in the United States and in California, where we are headquartered. Of the ~~ten~~eight persons being nominated as directors, ~~70% or seven~~six are members of ~~the nominees are ethnic/racial minorities. The~~ minority ~~director nominees include five~~groups, including three Asian-Americans, ~~(two are immigrants from Hong Kong, two from Taiwan,~~one African-American, one Hispanic-American and one ~~from the Philippines), one African-American and one Hispanic-American.~~Indian-American. Furthermore, we are committed to gender diversity on the ~~board~~Board, and ~~in management roles. In addition, 20% or two~~three of ~~the~~our eight director nominees are women. We believe the director nominees represent one of the most diverse boards of ~~publicly traded~~publicly-traded financial institutions in the United States.

The following table presents certain information with respect to the Board’s nominees for director. All ~~directors~~director nominees of the Company are also directors of ~~East West~~the Bank, ~~(the “Bank”),~~ the Company’s principal subsidiary. All of the nominees have indicated their willingness to serve. Executive officers serve at the pleasure of the Board, subject to restrictions set forth in their employment agreements.

A = Audit Committee;B = BSA/AML & OFAC Compliance Steering Committee;C = Compensation Committee;E = Executive Committee;

LD~~= Lead Director;~~* = Independent Director;LD = Lead Director; FE = Audit Committee Financial Expert;RE = Risk Oversight Committee Risk Expert

None of the ~~Director~~director nominees were selected pursuant to any arrangement or understanding, other than with the directors and executive officers of the Company acting within their capacity as such. There are no family relationships among directors or executive officers of the Company. As of the date of this Proxy Statement, there were no directorships held by any director with a company which has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or subject to the requirements of Section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940, other than Mr. Ng, who is a director of Mattel, Inc. ~~and Mr. Renken~~, Ms. Campbell, who is a director of ~~Willdan Group,~~Granite Construction Inc., and Ms. Deskus who is a ~~former~~ director of ~~Limoneira Company.~~Cognizant Technology Solutions Corporation.

We have no reason to believe that any of the ~~Director~~director nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors.

Our director nominees bring a balance of relevant skills to our Board including:

Each of the ~~Director~~director nominees currently serves on the ~~Board and was~~Board. All were elected by ~~the~~ stockholders at the ~~2016 Annual Meeting~~May 19, 2020 annual meeting of ~~Stockholders.~~stockholders. If elected, each nominee will hold office until the ~~2017 Annual Meeting~~2022 annual meeting of ~~Stockholders~~stockholders and until his or her successor is elected and qualified.

The principal occupation during the past five years of each ~~Director~~director nominee is set forth below. Included in each ~~Director~~director nominee’s biography ~~below~~ is an assessment of the specific qualifications, attributes, skills and experience of the nominee based on the qualifications described above. All ~~Director~~director nominees have held their present positions for at least five years, unless otherwise stated.

~~Our Director nominees bring a balance~~Table of ~~relevant skills to our boardroom~~Contents

We have adopted formal Corporate Governance Guidelines reflecting our commitment to sound corporate governance. These principles are essential to running the Company’s business efficiently and to maintaining our integrity in the marketplace. In addition, we have also adopted a Code of Conduct. The Corporate Governance Guidelines, our Code of Conduct, our Environmental and Social Policy Framework and information about other governance matters of interest to investors are available through our website at www.eastwestbank.com by clicking onInvestor Relations — Corporate Information — Governance Documents.

Our common stock is listed on the ~~NASDAQ Global Select~~Nasdaq Stock Market LLC (“~~NASDAQ”~~Nasdaq”). Under ~~NASDAQ rules,~~Nasdaq listing standards, independent directors must comprise a majority of a listed company’s board of directors. In addition, ~~the rules of NASDAQ~~Nasdaq listing standards require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees ~~must~~ be independent. Under these ~~rules,~~listing standards, a director is independent only if the board of directors of a company makes an affirmative determination that the director has no material relationship with the company that would impair his or her independence.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Compensation committee members must also satisfy the independence criteria set forth under the ~~rules of NASDAQ.~~Nasdaq listing standards. In order for a member of a listed company’s compensation committee to be considered independent for purposes of ~~the rules of NASDAQ,~~Nasdaq, the listed company’s board of directors must consider all factors specifically relevant to determine whether a director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including but not limited to: (1) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by the company to the director; and (2) whether the director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Our Board has undertaken a review of the independence of each director in accordance with the Exchange Act and ~~NASDAQ rules.~~Nasdaq listing standards. Based on this review, our Board has determined that seven of our eight directors, or Mses. Campbell, Chan and ~~Chan~~Deskus, and Messrs. Estrada, Irving, ~~Lee, Li,~~ Liu ~~Renken~~ and Sussman, ~~representing nine of our ten directors,~~ are independent as that term is defined under the ~~rules of NASDAQ.~~Nasdaq listing standards. Accordingly, all members of the Company’s Audit, BSA/~~AML/~~AML & OFAC Compliance, Compensation, Risk Oversight and ~~Nominating /~~ Nominating/Corporate Governance Committees satisfy the independence requirements of ~~NASDAQ.~~Nasdaq. In making this determination, our Board considered the relationships that each non-employee director has with us and all other facts and circumstances that the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock of each non-employee director, as well as relationships that our directors may have with customers and vendors.

The Board also reviewed whether any members of the Audit Committee meet the criteria to be considered a financial expert as defined by the SEC. Based on its review, the Board determined that two directors, Ms. Campbell and ~~Messrs. Renken and~~Mr. Sussman, qualify as “audit committee financial experts,” as defined under the applicable rules of the ~~Audit Committee qualify as financial experts~~SEC, by reason of their prior ~~and current~~ job experience.

Lastly, the Board has reviewed and determined that all members of the Risk Oversight Committee meet the independence requirement of the Federal Reserve’s Enhanced Prudential ~~Standards (“EPS”) and the Office~~Standards. The members of the ~~Comptroller of the Currency’s risk oversight standards, and~~committee have a general understanding of risk management principles and practices relevant to the Company’s business. In addition, two members of the Risk Oversight Committee, Ms. Chan and Mr. Sussman, have particular experience identifying, assessing, and managing risk exposures of large, complex financial firms. Specifically, Ms. Chan has held high-level executive and management positions with Wells Fargo, Bank of America and Citicorp for over 20 years. She is experienced with financial oversight and internal controls, ~~for large financial institutions, and has a deep understanding of~~ commercial lending, and credit risk oversight ~~in a~~for large banking ~~environment, in~~institutions. In addition, toas CEO and founder of Ameriway, she has deep insight into U.S.–Asia cross-border trade and investment. Mr. Sussman was an audit partner with Deloitte, where he held leadership positions including Partner in Charge of the Financial Services Group for the Pacific Southwest and Partner in Charge of Capital Markets for the West Region. Moreover, his work at RGP ~~involves~~involved providing corporate governance, risk management and compliance services to clients globally. Accordingly, Ms. Chan’s and Mr. Sussman’s experience in risk management are commensurate with the Company’s structure, risk profile, complexity, activities and size, and, we believe, qualify them as risk experts under the ~~EPS.~~Federal Reserve’s Enhanced Prudential Standards.

The Board ~~considers carefully~~has responsibility for the ~~issue~~oversight and evaluation of the Company’s risk management processes and, either as a whole or through its committees, regularly discusses with committees and management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes the Board ~~leadership.~~ receiving regular reports from its

committees and members of senior management to enable the Board to understand the Company’s risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk. While each committee is responsible for evaluating certain risks, as further described in “Board Meetings and Committees” below, and overseeing the management of such risks, the entire Board is regularly informed through reports about such risks. Matters of significant strategic risk are considered by the Board as a whole.

The Board ~~believes it~~leadership is ~~in the best interest of the Company to make~~structured with a ~~determination regarding the separate roles of~~ Chairman/CEO ~~and Board Chairman on a regular basis based on the~~ position and ~~direction of~~a Lead Director position that is elected by and from the ~~Company and the membership composition~~independent members of the Board. ~~Accordingly, the Company does not have a policy requiring mandatory separation of the roles of CEO and the Chairman of the Board.~~

The Board has determined that having the Company’s CEO also serve as Chairman is in the best interest of the ~~Company’s stockholders at~~Company. The designation of the CEO with the additional title as Chairman is important when dealing with overseas customers and dignitaries in the China area, where these positions are typically combined. The Company has extensive experience and dealings with persons from this ~~time.~~region who may have the perception that they are not dealing with the senior decision maker of the Company unless they are dealing with the Chairman. This structure also makes the best use of the CEO’s extensive knowledge of the Company and its industry, while fostering greater communication between management and the Board. In addition, the designation of the CEO with the additional title as Chairman is important when dealing with overseas customers and dignitaries who may have the perception that they are not dealing with the senior decision maker of the Company, unless they are dealing with the Chairman himself. The Company has extensive experience and dealings with persons from countries where this perception exists.

The ~~Board’s decision also takes into account that under the~~ Company’s governance structure ~~the~~provides for a strong Lead Director role. The powers and duties of a Chairman and a Lead Director differ only in that the Chairman presides over the normal business portion of the meetings of the Board. Since the Lead Director may call for an executive session of independent directors at any time, and has joint control over the agenda and the information provided to directors for Board meetings, the Board believes that it is able to have an open exchange of views, or address any issues independent of the Chairman. In addition, much of the work of the Board is conducted through its committees, and the Chairman is not a member of any committee, other than the Executive Committee. ~~The determination not to separate the roles of Chairman and CEO at this time also recognizes the strong independence of the Board.~~

~~The Company’s governance structure includes a strong role for the Lead Director. The Board first elected Mr. Estrada to be the Lead Director in July 2013.~~ Among other things, the Lead Director is required to:

~~More information about~~The Company does not have a policy requiring mandatory separation of the ~~Lead~~ roles of CEO and the Chairman of the Board. The Board believes it is in the best interest of the Company to instead make a determination regarding the separate roles of CEO and Board Chairman on a regular basis based on the position and direction of the Company and the membership composition of the Board at the time. The determination not to separate the roles of Chairman and CEO at this time also recognizes the strong independence of the Board with seven of the eight directors being independent.

The Company has a continuing education program to assist directors in further developing their skills and knowledge to better perform their duties. This includes presentations made as part of regular Board and Committee meetings by qualified persons on various topics. For example, in 2020, our Board received in-Company training on topics ranging from BSA/AML and OFAC requirements, privacy and identity theft red flag training, fair lending and redlining, the ~~Company’s website~~Foreign Corrupt Practices Act, cybersecurity, and updates on applicable state, federal and Chinese laws and regulations. In addition, our directors have external continuing education requirements. In 2020, members of our Board participated in external director continuing education programs including those offered by the National Association of Corporate Directors (“NACD”), Deloitte, Ernst & Young, PricewaterhouseCoopers, and KPMG on topics such as cybersecurity oversight and governance, corporate governance, US-China relations, consumer data privacy, COVID-19 strategies, director roles in risk oversight and management, and audit functions. One member of our Risk Oversight Committee, Mr. Sussman, earned the CERT Certificate in Cybersecurity Oversight issued by the CERT Division of the Software Engineering Institute at ~~www.eastwestbank.com by clicking~~~~on Investor Relations — Corporate Information — Governance Documents — Corporate Governance Guidelines~~.Carnegie Mellon University in partnership with the NACD. In addition, Messrs. Estrada and Liu are active members of the NACD and are both

NACD Leadership Fellows. The Board regularly evaluates, at least annually, its overall effectiveness, committee assignments, Board refreshment, and governance and risk management practices.

The business of the Board is conducted through its meetings, as well as through meetings of its committees. During the ~~fiscal~~ year ended December 31, ~~2015,~~2020, the Board held ~~seven meetings.~~four regularly scheduled meetings, one special meeting, and a multi-day retreat. Starting with March 2020, the meetings and the retreat were held virtually, in consideration of health and safety due to the COVID-19 pandemic. There were also 18 meetings of Board committees during 2020. All ~~Directors~~directors attended all Board meetings ~~with~~and the ~~exception of one Director who was unable to attend one meeting. In addition, all Directors attended 100% of the meetings for the committees on which they served as members.~~retreat. The policy of the Company is to encourage all director nominees to attend the annual meeting of stockholders. All ~~Directors were in attendance at~~directors, except for one, attended the ~~2015~~2020 annual meeting of stockholders.

Our Board has six standing committees: an Audit Committee, a ~~Bank Secrecy Act (“BSA”)/Anti-Money Laundering (“AML”) and Office of Foreign Assets Control (“OFAC”) Compliance Risk Management Steering Committee (“~~BSA/AML & OFAC Compliance ~~Committee”),~~Committee, a Compensation Committee, an Executive Committee, a Nominating/Corporate Governance Committee, and a Risk Oversight Committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our Board. The standing committees report on their deliberations and actions at each full Board meeting. Each of the committees has the authority to engage outside experts, advisors and counsel to the extent it considers appropriate to assist the committee in its work.

Each of the standing ~~committee~~committees operates under a written charter. These charters can be found on the Company’s website at www.eastwestbank.com by clicking onInvestor Relations — Corporate Information — Corporate Documents. Set forth below is a description of the standing committees of the Board.

The current members of our Audit Committee are Ms. Campbell and Messrs. Estrada, ~~Renken~~Irving and ~~Sussman.~~Sussman, with Mr. Sussman serving as chair. Our Board has determined that each of the members of our Audit Committee satisfies the requirements for independence and financial literacy under the rules and regulations of ~~NASDAQ~~Nasdaq and the SEC. Our Board has also determined that ~~three~~two of the members, Ms. Campbell and Mr. Sussman, are “audit committee financial ~~experts~~experts” as ~~contemplated by~~defined under the applicable rules of the ~~SEC implementing Section 407 of the Sarbanes Oxley Act of 2002. Mr. Renken serves as chair of our Audit Committee.~~SEC. The Audit Committee held ~~six~~four meetings during the ~~fiscal~~ year ended December 31, ~~2015.~~2020.

Our Audit Committee oversees our accounting and financial reporting process, ~~and~~ the audit of our financial statements and assists our Board in monitoring our financial systems and our legal and regulatory compliance. Our Audit Committee is responsible for, among other things:

The Bank also has an Audit Committee, which consists of the same directors as the Company’s Audit Committee. The Bank’s Audit Committee generally meets jointly with the Company’s Audit Committee.

~~In December 2015, the~~The Board created the ~~Bank Secrecy Act (“BSA”)/Anti-Money Laundering (“AML”) and Office of Foreign Assets Control (“OFAC”) Compliance Risk Management Steering Committee (hereinafter “BSA/~~BSA/AML & OFAC Compliance ~~Committee”)~~Committee to provide governance for the enterprise-wide BSA/AML & OFAC program framework and focused oversight of the Company’s ~~rapidly evolving~~ program enhancements. Active oversight of BSA/AML ~~and~~& OFAC compliance risk was deemed necessary by the Board and senior management as effective compliance risk management is integral to the safety and soundness of the Bank. The current members of the BSA/~~AML/~~AML & OFAC Compliance Committee are Ms. Chan and Messrs. ~~Li,~~ Irving and ~~Estrada. Mr.~~ Estrada, ~~serves~~with Ms. Chan serving as chair. The Board has determined that each of the members of the BSA/AML & OFAC Compliance Committee is independent under the rules and regulations of ~~NASDAQ.~~Nasdaq. The BSA/AML & OFAC Compliance Committee held ~~its first meeting in~~five meetings during the year ended December ~~2015, and meets monthly.~~31, 2020.

The current members of our Compensation Committee are Ms. Campbell and Messrs. ~~Estrada, Renken~~Liu and ~~Liu.~~Sussman, with Mr. Liu serving as chair. Our Board has determined that each of the members of our Compensation Committee is independent within the meaning of the independent director requirements of ~~NASDAQ.~~Nasdaq. Our Board has also determined that the composition of our Compensation Committee meets the requirements for independence under, and the functioning of our Compensation Committee complies with, any applicable requirements of ~~NASDAQ~~Nasdaq and SEC rules and ~~regulations, as well as Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), as amended. Mr. Liu serves as chair of our Compensation Committee.~~regulations. The Compensation Committee held ~~five~~three meetings during the ~~fiscal~~ year ended December 31, ~~2015.~~2020.

The Compensation Committee establishes and administers the executive compensation policies and plans of the Company. Our Compensation Committee is responsible for, among other things:

The Compensation Committee may form and delegate authority to subcommittees, or, to the extent permitted under applicable laws, regulations and Nasdaq rules, to any other director, in each case to the extent the Compensation Committee deems necessary or appropriate.

The Bank also has a Compensation Committee, which consists of the same directors as the Company’s Compensation Committee. The Bank’s Compensation Committee generally meets jointly with the Company’s Compensation Committee. For a more comprehensive discussion on the responsibilities of the Compensation Committee, see “Compensation Discussion and Analysis – Framework and Process for Determining Executive Compensation – Our Compensation Philosophy ~~and Objectives~~” in this Proxy Statement.

The Compensation Committee has the authority to retain the services and obtain the advice of external advisors, including compensation consultants, legal counsel or other advisors to assist in the evaluation of executive officer compensation. In evaluating firms to potentially provide services to the Compensation Committee, the Committee considers whether the firm provides any other

services to the Company. ~~In addition, while members of management may assist the Compensation Committee in the search for advisors, the~~The Compensation Committee makes the decision to hire a consultant and ~~provide~~provides direction as to its scope of work in its sole discretion. The Compensation Committee ~~has~~ appointed ~~Willis Towers Watson (“Willis Towers Watson”)~~Meridian Compensation Partners, LLC as its independent compensation ~~consultant.~~consultant in 2020. The Compensation Committee uses its compensation consultant to:

The Compensation Committee has evaluated the individual ~~relationships~~relationship of ~~Willis Towers Watson~~Meridian Compensation Partners, LLC with both the Company and the Compensation Committee, including the provision of other services to the Company (there isare none), fees paid by the Company as a percentage of the consultant’s total annual revenue (less than 1%), policies and procedures of the consultant to mitigate conflicts of interest, business or personal relationships of the consultant with any member of the Compensation Committee, any Company stock held by the consultant, and any business or personal relationships of the consultant with any executive officer of the Company. Based on these evaluations, the Compensation Committee concluded that ~~Willis Towers Watson~~Meridian Compensation Partners, LLC meets the criteria of an independent advisor.

The Executive Committee currently consists of Messrs. Estrada and ~~Ng.~~Ng, with Mr. Ng serving as chair. The Executive Committee is appointed by the Board to provide an efficient means of considering such matters and taking such actions, if any, as may require the attention of the Board in the interim between Board meetings. The Executive Committee is authorized to exercise certain powers of the Board during intervals between Board meetings. The Bank also has an Executive Committee, which consists of the same directors as the Company’s Executive Committee. The Executive Committee did not meet in ~~2015.~~2020.

The current members of our Nominating/Corporate Governance Committee are Ms. Campbell, Messrs. ~~Estrada,~~Liu and Irving, ~~Lee and Li.~~with Mr. Irving serving as chair. Our Board has determined that each of the members of our Nominating/Corporate Governance Committee is independent within the meaning of the independent director requirements of ~~NASDAQ. Mr. Li serves as chair.~~Nasdaq. The Nominating and Corporate Governance Committee held ~~one meeting~~two meetings during the ~~fiscal~~ year ended December 31, ~~2015.~~2020.

The Nominating/Corporate Governance Committee nominates persons for election as directors and reviews corporate governance matters. Among other things, the Nominating/Corporate Governance Committee members are responsible for:

The Bank also has a Nominating/Corporate Governance Committee, which consists of the same directors as the Company’s Nominating/Corporate Governance Committee. The Bank’s Nominating/Corporate Governance Committee generally meets jointly with the Company’s Nominating/Corporate Governance Committee.

The current members of the Risk Oversight Committee are ~~Ms.~~Mses. Chan and Deskus, and Messrs. ~~Lee,~~Sussman and Estrada, ~~and Sussman.~~with Mr. Estrada ~~serves~~serving as chair. The Risk Oversight Committee held ~~six~~four meetings during the ~~fiscal~~ year ended December 31, ~~2015.~~2020. Our Board has determined that each of the members of the Risk Oversight Committee is independent as defined by the Sarbanes-Oxley Act of 2002 and regulations promulgated thereunder and ~~NASDAQ~~Nasdaq rules. In addition, all the members of the Risk Oversight Committee meet the independence requirement of the Enhanced Prudential Standards ~~(“EPS”) and the Office of the Comptroller of the Currency’s~~(as well as other regulatory risk oversight ~~standards~~standards) as ~~they~~the members are not and have not been officers or employees of the Company within the previous three years and are not related to any officers or employees of the Company. Our Board also has determined that Mr. Estrada meets the requirements in the Enhanced Prudential Standards for the independence of chairman of the Risk Oversight Committee.

The Risk Oversight Committee has been appointed by the Board to provide focused oversight of the Company’s identified enterprise risk categories, which include: credit, ~~interest rate,~~capital, liquidity, operational, information technology, ~~human capital,~~market, compliance, legal, strategic, ~~reputation,~~ and ~~international.~~reputation. The Board believes an effective enterprise risk management system is necessary to ensure the successful, safe and sound management of the Bank. Among other things, our Risk Oversight Committee is required to:

In addition, the Company’s Chief Risk Officer works directly with the Risk Oversight Committee and the CEO. The Bank also has a Risk Oversight Committee, which consists of the same directors as the Company’s Risk Oversight Committee. The Bank’s Risk Oversight Committee generally meets jointly with the Company’s Risk Oversight Committee.

The policy of the ~~Nominating /~~ Nominating/Corporate Governance Committee is to consider properly submitted stockholder nominations for Board candidacy as described ~~above~~below in “Identifying and Evaluating Nominees for Directors.” In evaluating these nominations, the ~~Nominating /~~ Nominating/Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to meet the membership criteria set forth under “Director Nominee Qualifications and Experience” discussed ~~below.~~above. Any stockholder nominations proposed for consideration by the ~~Nominating /~~ Nominating/Corporate Governance Committee should include the nominee’s name and qualifications for Board membership and should be addressed to:

In addition, nominations for ~~director~~directors may be made by any stockholder entitled to vote for the election of directors if proper notice is given in accordance with the Bylaws. Notice of a stockholder’s intention to make any nominations must be made in writing and must be delivered to the Secretary of the Company at the principal executive offices of the Company not less than ~~thirty (30)~~30 calendar days or more than ~~sixty (60)~~60 calendar days prior to the meeting at which directors are to be elected. However, in the event that less than ~~forty (40)~~40 calendar days’ notice of the meeting is given to stockholders, notice by the stockholder, to be timely, must be delivered not later than the close of business on the ~~tenth (10~~10^th) day following the mailing date of the meeting notice to ~~stockholders.~~stockholders or such public disclosure was made. The notification shall contain the following information:

We may disregard nominations not made in accordance with the requirements in the Bylaws.

Our Corporate Governance Guidelines contain Board membership criteria that apply to the Nominating/Corporate Governance Committee’s nominees for a position on the Board. Under these criteria, members of the Board should have the highest professional and personal ethics and values. They should have broad experience at the policy-making level in business, government, education, finance, accounting, law or public interest, as well as a high level of financial experience, extensive knowledge of the Company’s business and/or industry, risk oversight/management expertise and broad international ~~exposure/Greater~~exposure China experience. The Nominating/Corporate Governance Committee strives to nominate director candidates with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills, and expertise to oversee the Company’s businesses. In addition, the Nominating/Corporate Governance Committee seeks to nominate directors with a diversity of ~~origin,~~ background and experience, including with respect to race, ethnicity, gender and ~~thought.~~national origin. All directors should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties.

The Nominating/Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director and regularly assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Committee considers various potential candidates for director. Candidates may come to the attention of the Committee through current Board members, professional search firms, stockholders or other persons. These candidates are evaluated at regular or special meetings of the Committee and may be considered at any point during the year. As described above, the Committee considers properly submitted stockholder nominations for candidates for the Board. Following verification of the stockholder status of persons proposing candidates, recommendations are aggregated and considered by the Committee. If any materials are provided by a stockholder in connection with the nomination of a director candidate, those materials are forwarded to the Committee. In evaluating the nominations, the Nominating/Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board.

Our Board welcomes suggestions and comments from stockholders. All stockholders are encouraged to attend the Annual Meeting ~~of stockholders~~ where senior management and representatives from our independent ~~auditors,~~registered public accounting firm, as well as members of the Board, will be available to answer questions. Stockholders may also send written communications to the Board by writing to the Secretary of the Board at East West Bancorp, Inc., 135 N. Los Robles Avenue, 7th Floor, Pasadena, California 91101. All communications (other than commercial communications soliciting the sale of goods or services to, or employment with, the Company or directors of the Company) will be directed to the appropriate committee, the Chairman of the Board, the Lead Director, or to any individual director specified in the communication, as applicable.

The independent directors generally meet in executive sessions without management or any ~~of the other non-independent~~employee directors present at every regularly scheduled meeting of the Board. The sessions are chaired by the Lead Director. Any director can request ~~for~~ an additional executive session to be scheduled.

All directors and ~~executive officers~~Named Executive Officers are required to own the Company’s ~~Common Stock~~common stock to further align ~~director’s~~the financial interests of our directors and ~~management’s financial interests~~management with those of our stockholders. The ~~Company’s~~ stock ownership ~~guidelines~~guideline for directors is three times their annual cash retainer, and ~~executive officers~~the guideline should be met within five years of the date of election. The stock ownership guideline for the CEO is six times his annual base salary, and the stock ownership guideline for Named Executive Officers is one time their annual base salary. These guidelines should be met within five years of the date of hire. The Company’s Stock Ownership Guidelines for

directors and Named Executive Officers are posted on the Company’s website, which can be found at www.eastwestbank.com by clicking onInvestor Relations — Corporate Information — Governance Documents.

Named Executive ~~officers~~Officers have additional holding requirements for stock acquired as part of their compensation. ~~The majority~~Named Executive Officers shall hold until retirement at least 51% of any stock acquired upon the exercise of stock options (net of taxes and net of the ~~shares acquired~~grant price paid) and at least 51% of any stock received upon vesting (net of taxes) have to be held until retirement. Under these guidelines, if the holding requirement is greater than the guidelines set forth above for the directors and executive officers, the higher holding requirements apply and an executive may have holding requirements longer than the above guidelines.of restricted stock or restricted stock units.

Pursuant to our Insider Trading Policy, directors, officers and employees may not pledge the Company’s securities or engage in hedging strategies, including those designed to hedge or offset any decrease in the market value of the Company’s securities granted as compensation or held directly or indirectly by such person. Additionally, directors, officers and employees may not sell short or trade derivatives involving the Company’s securities.

Our Code of Conduct and Corporate Governance Guidelines provide guidance for addressing actual or potential conflicts of interests, including those that may arise from transactions and relationships between the Company and its executive officers or directors. In order to provide further clarity and guidance on these matters,, the Company has adopted a writtenpolicy regarding the review, approval or ratification of related party transactions.

The policy generally provides that the Audit Committee will review and approve in advance, or will ratify, all related party transactions between the Company and our directors, director nominees, executive officers, and persons known by the Company to own more than 5% of our ~~Common Stock,~~common stock, and any of their immediate family members. Related party transactions include transactions or relationships involving the Company and amounts in excess of $120,000 and in which the above related parties had or will have a direct or indirect material interest. Under the policy, the failure to approve a related party transaction in advance would not invalidate the transaction or violate the policy as long as it is submitted to the Audit Committee for review and ratification as promptly as practicable after entering into the transaction.

The Audit Committee works with our General Counsel in reviewing and considering whether any identified transactions or relationships are covered by the policy. In determining whether to approve or ratify a transaction or relationship that is covered by the policy, the Audit Committee considers, among other things:

During ~~2015,~~2020, we did not enter into any related party transactions that required review, approval or ratification under our related party transaction policy. From time to time, we may lend money through our subsidiary, the Bank, to various directors and corporations or other entities in which a director may own a controlling interest. These loans (i) are made in the ordinary course of business, (ii) are made on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with other persons, and (iii) do not involve more than a normal risk of collectability and do not present other unfavorable features. As of December 31, 2020, none of these loans were categorized as nonaccrual, past due, restructured, or potential problem loans. We do not have any loans to ~~NEOs.~~Named Executive Officers. None of our directors or executive officers, any associate or affiliate of those persons, or persons who beneficially owned more than 5% of our outstanding shares had any transactions or proposed transactions with us greater than $120,000 during the past year.

The Compensation Committee is responsible for reviewing and making recommendations to the Board of Directors with respect to the compensation of directors. Employees of the Company and its subsidiaries are not compensated for service as ~~directors~~a director of the Company or its subsidiaries and are excluded from the table below. The compensation received by Mr. Ng ~~and Ms. Gouw~~ as ~~employees~~an employee of the Company is ~~shown~~provided below in the ~~“Summary~~“Summary Compensation ~~Table.~~Table.”

Director compensation is reviewed by the Compensation Committee of the Board and adjustments are generally considered every two years. The Committee will engage an outside independent consultant to review director compensation amounts and structure at the same group of peer banks used by the Compensation Committee to review the compensation of senior management. In 2020, the Compensation Committee engaged Meridian Compensation Partners, LLC as its independent compensation consultant for this purpose.

In ~~2015,~~2020, non-employee directors received an annual cash retainer of ~~$45,000~~$90,000 and an annual ~~stock~~ award of ~~$100,000~~$110,000 of ~~Common Stock.~~common stock. The Lead Director received an additional annual cash retainer of ~~$50,000.~~$35,000. The Board believes that the role of a Lead Director is essential to maintaining an independent leadership with respect to matters such as Board oversight, corporate strategy, management succession, internal controls, Board composition and functions and accountability to stockholders, and therefore the annual cash retainer paid for the Lead Director’s additional service is justified. The essential duties of the Lead Director are explained in further detail in the section titled “Board Leadership Structure” above and in our Corporate Governance Guidelines. The Lead Director also acts as the Board representative to the Company’s strategic advisory council of outside community leaders and ~~receives~~is charged with developing strategic networks of new business, for which he received a cash retainer of $70,000 for such additional Board service.

The ~~chair of each~~ committee chairs received an additional annual cash retainer as follows: Audit — $20,000; Compensation — $20,000; Risk Oversight ~~— $15,000;~~$20,000; Nominating/Corporate Governance ~~— $12,500.~~$15,000, and BSA/AML & OFAC Compliance $15,000. Non-employee directors also received a meeting fee of $1,500 for each committee meeting attended.

The following table summarizes the compensation paid by the Company to non-employee directors for the ~~fiscal~~ year ended December 31, ~~2015:~~2020:

~~Overview~~Table of ~~Our Compensation Strategy~~Contents

The following Compensation Discussion and Analysis (“CD&A”) ~~provides information about~~describes the ~~strategies~~structure and policies developed to execute this philosophy as it pertains to total executive compensation. The strategies and policies of the Compensation Committee have been refined to strongly correlate our executive compensation with the Company’s overall performance along with the individual performanceguiding principles of our ~~executives, which have in turn, resulted in the appreciation of our stock price.~~

~~Our~~2020 executive compensation program ~~is based on~~for the Compensation Committee’s commitment to strong governance processes and meeting stockholder expectations on its compensation practices. In refining our 2015 compensation program and developing our 2016 compensation program, the Company solicited input and talked with many of its larger stockholders. The Committee also considered published guidance from governance advisors and its larger shareholders that publish compensation guidance and also considered the expectations of banking regulators. The Committee also reviewed and considered the practices of peer banks with which the Company competes for employees.Company’s Named Executive Officers, as set forth below.

As a result of our ongoing outreach and review process, the Compensation Committee over the past few years has transitioned executive compensation to a predominantly performance-based compensation structure with the substantial majority of compensation at risk. The Committee has continued to develop and refine incentive metrics that are focused on the bridge business model and sustaining the strong performance of the Company.

The Company has a commitment to closely align the pay and performance of the executives with stockholder interests through strong and sustainable governance practices. The Company continuously reviews its executive compensation practices to ensure that they are effective. Our practices have the following features:

The Company’s ~~long term~~long-term organizational objective is to build a “financial bridge” between the United States and ~~Greater~~ China. ~~This financial bridge consists~~Achieving that objective requires the right set of leadership skills and talent. With over 120 locations in the United States and China, we developed a talent strategy to identify, recruit and retain individuals who are highly knowledgeable about our customers’ specialized ~~skills, expertise,~~needs and ~~infrastructure that enable~~well versed with the complexity of international business operations. At the same time, we seek to attract and retain talent who can lead and support our ~~customers~~rapidly growing organization as we develop and scale our business. Our compensation program, with its focus on measurable results for the Company and sensitivity to ~~satisfy their business~~market conditions, is a critical tool we use to motivate talent and reinforce our commitment to align pay incentives with performance.

2020 was a year filled with unprecedented challenges stemming from the COVID-19 pandemic, which caused significant disruption around the world, as well as economic and financial ~~needs within and across these two markets.~~market deterioration. The Company believes this strategy provides the Company with a competitive advantage and the Company is not aware of any other of the largest 50 United States banks that focus on this as their primary long term business strategy. The Company is one of the few U.S. banks with banking branches in China. The Company has grown its domestic lending with a focus on industries and sectors with the most cross-border growth potential, including entertainment and media, technology, life sciences, agriculture, aviation, clean technology, venture capital, and private equity. In 2015, the Company realized tangible value from these long term bridge banking efforts by again delivering strongCompany’s financial results for 2020 were impacted by the ~~stockholders.~~effects of the COVID-19 pandemic on economic and operating conditions, and East West Bank focused on maintaining a strong balance sheet and capital ratios during this time. Additionally, we prioritized the safety and wellbeing of our employees and customers and took actions to serve and support our customers and the communities in which we operate.

As part of its review of executive compensation, the Compensation Committee met in March 2020 to approve the corporate goals, including financial metrics and strategic goals, for the 2020 performance-based bonus plan. The ~~compensation decisions~~financial metrics are described in ~~this CD&A reflect~~detail in the ~~payment~~section titled “Primary Elements of ~~performance-based compensation consistent~~Our Executive Compensation Program.” At its March 2020 meeting, the Compensation Committee reviewed the proposed 2020 corporate goals, but decided to defer approval due to the economic and operating uncertainties associated with COVID-19.

At its August 2020 meeting, the Compensation Committee determined that the ongoing pandemic created continued uncertainty in setting meaningful 2020 financial targets that were both challenging yet achievable. In lieu of approving the 2020 corporate goals, which had been formulated and proposed prior to the COVID-19 pandemic in the United States, the Compensation Committee agreed

⁽²⁾Ms. Zhou’s employment with the ~~sustained strong financial performance~~Company ended on November 30, 2020. She is included as a named executive officer because she would have met the definition of a named executive officer under Item 402 of Regulation S-K under the Exchange Act but for the fact that she was not serving as an executive officer of the Company ~~over~~as of December 31, 2020.

to consider the original goals along with the effectiveness of the Bank in managing the response to the pandemic to performance measurement for 2020 since there remained many ~~years, including 2015.~~unknowns related to the global pandemic.

The Compensation Committee ~~is pleased~~decided to ~~report~~consider two areas to assess 2020 corporate performance:

The Compensation Committee believes the ~~Company has achieved record net income and strong financial performance again in 2015, which reflects~~Company’s 2020 pay decisions reflected the continued ~~successful~~ alignment between the Company’s financial and organizational objectives and its executive compensation program. From a financial perspective, the Company maintained its highly ranked, industry-leading profitability. Our full year 2020 ROA of 1.16% and ROE of 11.17% ranked in the top quartile of publicly traded banks in the United States.⁽¹⁾

~~For~~We have outperformed peer banks over time. We consistently achieved a higher ROA and ROE for each of the ~~seventh consecutive year,~~last five years relative to the median ROA and ROE achieved by (i) our compensation peer group described on page 32 of this Proxy (the “Peer Group”), and (ii) the banks comprising the KBW Nasdaq Regional Banking Index (“KRX”). Overall, the Company ~~increased~~ranked in the 82^nd percentile on ROA and 87^th percentile on ROE, relative to its ~~earnings per share~~Peer Group; and ~~at a rate substantially greater than its peers. Specifically, our diluted earnings per share (“EPS”)~~compared to the KRX, the Company ranked in the 78^th percentile on ROA and 92^nd percentile on ROE for 2020.

In the ~~full year~~charts above, median full-year ROA and ROE were used to represent the performance of ~~2015 totaled $2.66, an increase of $0.25 or 10.4% from $2.41 in 2014. Our 10.4% increase in diluted EPS was higher than~~ the ~~median increase of 5.3%~~Peer Group and the ~~average increase of 6.9% achieved by our KBW Regional Bank Peers.~~⁴

~~In addition, in 2015,~~banks comprising the ~~Company outperformed all FDIC-insured commercial banks and the KBW Regional Bank Peers as in terms of average Return on Equity (“ROE”) and average Return on Assets (“ROA”)~~KRX⁽³⁾.

The Company believes that ~~ROE~~ROA and ~~ROA~~ROE are important performance metrics because they measure the return ~~that~~ the Company ~~earned~~earns on ~~its stockholders’ investment and~~ the resources it ~~deployed. In that regard,~~deploys and its stockholders’ investment.

⁽²⁾ROA for years 2016 and 2018, and ROE for year 2018, are slightly different from the numbers presented in ~~2015, among~~last year’s proxy statement for the KRX because of ~~all FDIC-insured commercial banks~~the index rebalancing in ~~the country with assets over $20 billion, the Company was in the Top 4 in terms of ROE, in the Top 5 in terms of~~2020. 2020 ROA and ~~in the Top 6 in terms~~ROE adjusted for goodwill impairment, where applicable.

⁽³⁾ Source: S&P Global Market Intelligence, a division of ~~net interest margin.~~⁵S&P Global.

We view total shareholder return (“TSR”) as an important performance metric ~~is Total Shareholder Return (“TSR”),~~in stockholder value creation because it correlates directly with the Company’s stock price performance and dividends paid, and is therefore aligned with stockholder interests. InFor 2020, our TSR was higher than the median TSR achieved by our Peer Group and by the banks comprising the KRX. Our 5-year TSR was below the median TSR achieved by our Peer Group, but higher than that ~~regard, our one, three~~of the banks in the KRX. The Company remains focused on achieving strong and ~~five-year annualized Total Shareholder Return (“TSR”) of 9.48%, 27.19% and 18.35% were substantially above our KBW Regional Bank Peers’ averages of 5.90%, 16.80% and 11.30%, respectively.~~⁶ ~~The~~ consistent financial performance with the goal of ~~the Company, year after year, has resulted in long term~~delivering long-term value for our stockholders.

⁴ ~~2015 financial data regarding EPS, ROE, ROA and NPA for KBW Regional Bank Peers was obtained from SNL Financial LC.~~

⁵~~2015 ROE, ROA and net interest margin financial data for all FDIC-insured commercial banks was obtained from SNL Financial LC.~~

For a complete discussion of the 2020 performance relative to financial metrics used for executive compensation, see the section titled “Primary Elements of Our Executive Compensation Program.”

⁽¹⁾The graph of total shareholder return assumes that on December 31, 2015, ~~include:~~$100 was invested in the Company’s common stock, the Peer Group and the banks comprising the KRX, and that all dividends were reinvested. The information set forth above in the chart titled “Five-Year Total Shareholder Return” shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that such information to be treated as soliciting material or specifically to be incorporated by reference into a filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

⁽²⁾Balances as of December 31, 2020, as compared to December 31, 2019. Activity and performance for the year ended December 31, 2020, as compared to the year ended December 31, 2019.

2020 was a year filled with unprecedented challenges stemming from the COVID-19 pandemic, which caused significant disruption around the world, as well as economic and financial market deterioration. The Compensation Committee carefully considered the impact on the Company and the actions taken by our executives and employees in effectively managing the response to the pandemic.

We designed our executive compensation program to attract and retain talented managers, while motivating them to deliver on our key financial and strategic goals. To support this objective, we included critical components in our program that are designed to:

⁷~~2015 financial data for the KBW Regional Bank Peers was obtained from SNL Financial LC.~~

~~There are five primary objectives of the Company’s executive compensation program. The following table describes each objective and how it is achieved:~~

~~Pay~~At the core of our compensation philosophy is aligning pay with measurable performance, and we reinforce this principle by how we structure compensation for ~~Performance Philosophy~~our NEOs.

~~The Company is committed to~~Our compensation program benefits from the collective experience of our Compensation Committee and senior management team, who believe these compensation ~~philosophy~~elements provide the proper alignment of ~~paying~~incentives for ~~performance~~our leaders while ensuring that we can create strong and ~~the premise that compensation programs should serve to motivate and reward the achievement of financial and strategic goals of the Company in order to increase long term~~sustainable stockholder value. ~~The~~Additionally, we meet with key stockholders to discuss their views on executive compensation ~~of the NEOs is predominantly variable~~ and at risk, based upon the achievement of the Company’s financial budget and performance goals. The majority of compensation is tied to meeting short and long term performance goals. Metrics in 2015 for both short-term incentive (earnings per share, loan growth, and Non-Performing Assets/total assets) and LTI compensation (ROA and ROE compared to peers) are tied tosolicit feedback on our strategic and risk management goals as discussed below. Goals are challenging and at the time such goals are set, it is uncertain whether they will be met. In 2015, annual incentive goals again required increased and record earnings to meet target performance. Success in meeting those goals translated into strong financial performance and stockholder return in 2015. As noted above, the Company’s performance was substantially better than peer banks in various key metrics for financial institutions, including TSR, ROE, ROA, and nonperforming assets to total assets ratio. The Company has also increased earnings and earnings per share every year since the 2008 financial crisis, including 2015. Other achievements in 2015 and prior years are discussed in “~~2015 Financial Performance Highlights~~.”

The final 2020 pay mix for our NEOs highlights the Company’s commitment to align compensation outcomes to results and underscores our compensation philosophy of placing significant emphasis on at-risk, performance-based pay. In 2020, over 80% of the CEO’s target pay was at risk and linked to performance-based outcomes. For the other NEOs, a range of 53% to 66% of target pay (on average, 60%) was at risk and tied to direct performance results.

As outlined in our Corporate Governance Guidelines, the Compensation Committee is responsible for developing and overseeing the Company’s executive compensation policies and programs. The goal of the Compensation Committee is to maintain compensation that is competitive within the markets in which we compete for talent, and ~~that~~which reflects the ~~long term~~long-term interests of our stockholders.

The Compensation Committee considers several resources, analytical tools and performance measures in determining compensation levels, as presented in the chart below:

The Compensation Committee, ~~retained Towers Watson (now Willis Towers Watson) as~~with input from its ~~compensation consultant. The~~independent compensation consultant, ~~reports directly to~~reviews at least annually the composition of peer companies against which the Company evaluates itself for compensation purposes. In determining the composition, financial institutions of comparable asset size were the primary factor with additional consideration of other metrics such as market capitalization, revenue, geographic locations, competition for talent, business model, and complexity of operations.

In December 2020, the Compensation Committee approved our 2020 compensation peer group, which was identical to our 2019 compensation peer group, and ~~is independent~~consisted of ~~management~~24 bank holding companies with similar market capitalization and ~~does not perform any other work for~~asset size as the Company. The compensation consultant informs the Compensation Committee on practices and trends in executive compensation among the Company’s peers and the broader banking sector. It also provides advice and recommendations relatedOur Peer Group’s total assets range from $26.0 billion to ~~determining pay levels for the executive officers and designing the Company’s compensation programs for executives.~~

~~As part of their work in 2016, the Compensation Committee and Willis Towers Watson evaluated and updated~~$171.4 billion, with a list of peer companies for compensation survey purposes (the “2016 Compensation Level Peer Group”) which consisted of 20 publicly-traded commercial banks to which the Company is similar in terms of asset size. Themedian total asset size of ~~the group ranges from approximately $18 billion to $60 billion and market capitalization ranges from $2.3 billion to $9.4~~$59.9 billion. ~~The Company’s asset size was $32.4 billion and its market capitalization was $5.98 billion as~~As of December 31, ~~2015. In terms~~2020, the median market capitalization of ~~asset size~~our Peer Group was $6.2 billion, with a range of $2.5 billion to $25.6 billion. With respect to total assets and market capitalization, the Company ~~is at~~ranked in the ~~71th~~42^nd percentile and ~~88nd~~66^th percentile, ofrespectively, relative to the ~~2016 Compensation Level~~ Peer Group ~~respectively.~~as of December 31, 2020.

It is important to note that in determining executive compensation, the Compensation Committee does not solely rely on comparative data from the Peer Group. While comparisons can be useful in identifying general compensation trends and overall pay levels, the Compensation Committee recognizes there may be meaningful differences between us and our peer companies. The ~~majority~~listing of NEOs, for example, may vary amongst our peer companies, with titles, compensation, and tenure that do not readily track with ours. 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 the CEO or other NEOs. In addition to peer data, the Compensation Committee also uses salary data from published industry sources. Any compensation decisions also consider individual and company performance, the

position and tenure, responsibilities within the Company, and other factors to determine total compensation for the NEOs. See “Factors and Steps in Setting Pay” below for a more detailed discussion.

For purposes of determining long-term incentive awards, the Compensation Committee and its independent compensation consultant, Meridian Compensation Partners, LLC, determined it would be appropriate to continue benchmarking to banks in the 2016 Compensation Level Peer Group are the same as the 2015 Compensation Level Peer Group. However, three banks were removed and three banks were added. City National Corporation was removed because it was acquired by the Royal Bank of Canada at the end of 2015. Huntington Bancshares was removed because it had almost three times the revenue and more than two times the assets of the Company. Bank of Hawaii was removed because it had less than half the assets and market capitalization of the Company. Meanwhile, First Citizens Bancshares Inc., People’s United Financial Inc. and PacWest Bancorp were added because they were useful comparative peers and did not materially change the Company’s position.

~~Pay data for the 2016 Compensation Level Peer Group was obtained from each peer company’s annual proxy statement, and survey group data was obtained from the independent compensation consultant.~~

Furthermore, the Compensation Committee determined that for performance purposes in setting metrics for long term performance shares it would, rather than using a peer group of specific banks that may not be relevant over a longer time period, it would use a broader and more stable peer group as a better way to measure long term performance. The Compensation Committee selected the KBW Regional Bank Index (KRX) as the performance peer groupKRX (the ~~“2016~~“Long-Term Performance ~~Metrics~~ Peer Group”). ~~This will further increase~~The use of this benchmark compares our performance to a broader index of financial institutions determined by a third party, aligns with our investors’ perspectives and increases the transparency of the Company’s goal setting ~~process by referring to a broad index compiled by a third party. Target financial metrics for long term compensation where the metric was relative to other banks were set at the 50~~^th~~percentile level of the 2016 Performance Metrics Peer Group.~~process.

Accordingly, as used herein, “Peer Group” shall refer to the 2016 Compensation Level Peer Group in the context of a discussion of compensation levels and to the 2016 Performance Metrics Peer Group in the context of a discussion of performance.

Compensation for the NEOs and certain other executive officers is ~~generally~~typically evaluated and set ~~annually~~ by the Compensation Committee in the first quarter of each year, ~~based on~~using the ~~latest available~~ competitive compensation data provided by the independent compensation consultant, peer data, ~~and~~as well as Company business ~~department~~departments and individual performance data. An ~~individual~~ executive’s compensation is generally established after considering the following factors:

~~The Compensation Committee approves the compensation of the other four NEOs after discussing their performance~~

As a rapidly growing organization, we encounter significant competition for top management talent – those individuals with the ~~CEO. The Compensation Committee also reviews with the CEO the performance and compensation~~strategic vision, understanding of the next 10 most highly compensated corporate officers of the Company. Compensation data from the Company’s Compensation Level Peer Group and survey data for similar jobs and job levels are considered for base salary adjustments. Achievement against performance goalsspecialized industries and the ~~executive’s individual contribution toward Company objectives are considered~~international banking experience necessary to sustain our growth. This challenge to attract and retain qualified personnel has been an important consideration in ~~determining the annual performance-based bonus payout~~our compensation decisions, and ~~long-term incentive (“LTI”) awards. The CEO uses discretion and takes into~~we expect it will continue to be a significant consideration ~~among other things, individual contributions and their overall performance compared to other executives.~~going forward.

~~With respect to~~For the CEO, the Compensation Committee annually reviews and approves the corporate goals and objectives relevant to the CEO’s ~~compensation,~~performance, evaluates the CEO’s performance against those objectives and approves the CEO’s compensation level based on that evaluation. With assistance from the ~~assistance of the~~independent compensation consultant, the Compensation Committee also considers the Company’s ~~peer group~~Peer Group and other peer data on base pay, performance-based bonus targets and long-term incentive awards ~~and uses broad discretion~~ when setting compensation types and amounts for the CEO.

The Compensation Committee ~~is responsible~~separately reviews and discusses with the CEO his annual compensation recommendations for ~~approving the CEO’s and~~ the other ~~senior executives’~~NEOs. A variety of factors help determine the final approved compensation amounts for the NEOs. For base salary adjustments, compensation data from our Peer Group and survey data for similar jobs and job levels are considered. For annual ~~compensation~~performance-based bonus payout and ~~informing~~long-term incentive awards, the ~~Board of its actions.~~Compensation Committee considers the executive’s achievement against performance goals, along with individual contributions toward Company objectives.

The Compensation Committee does not benchmark to a particular percentile in ~~positioning~~determining target total direct compensation. ~~The Compensation Committee~~Rather, it uses market peer proxy and survey data as a reference point, giving consideration to factors such as tenure, individual performance, any unique circumstances of the NEO’s position based on ~~each~~that individual’s responsibilities, market factors, ~~and~~ succession considerations, and retention considerations. The Compensation Committee aims to have base salaries at below or not much above the market median, with the substantial majority of NEO compensation consisting of incentive compensation to advance the Compensation Committee’s pay-for-performance philosophy. This methodologyWe believe this approach drives higher realized compensation when our financial and stock performance is strong and ~~lower~~less realized compensation when our financial and/or stock performance is ~~weaker.~~lower.

~~The~~Our compensation ~~program that was voted~~policies and practices continue to evolve based on ~~by the~~input and correspondence submitted from our stockholders, ~~in connection with~~ our ~~2015 Annual Meeting was substantially similar in structure to the program in place in prior years, and aligned with a period when total stockholder return (“TSR”) exceeded that~~review of market practices, our consideration of the ~~peer group~~independent compensation consultant’s advice, our review of reports issued by ~~substantial margins for~~proxy advisory firms, and the ~~past one-year, three-year, and five-year periods. Since 2009,~~results of the Company increased earnings per share each consecutive year and at a rate substantially greater than peer banks. The Company also outperformed the peer groups in terms of ROE, ROA and other key metrics since 2009. This performance continued through 2015 resulting in rankings in the top 4, 5, and 6, respectively, of all banks in the country with assets over $20 billion in terms of ROE, ROA and net interest margin, according to SNL Financial LC. For additional detail see “~~Proxy Statement Summary~~~~” of this Proxy Statement.~~most recent annual “Say-on-Pay” vote by stockholders.

Approximately 98% of the votes cast at our 2020 annual meeting of shareholders approved the Company’s 2019 executive compensation. The Compensation Committee ~~considered~~views the ~~2015 “Say-on-Pay” vote on the Company’s 2014 executive compensation, which was approved by approximately 98% of stockholder votes. The Committee viewed that~~high approval percentage as an indication that stockholders were generally satisfied with the executive compensation structure and ~~its contribution~~how it was designed. In addition to the annual “Say-on-Pay” vote, we meet with key stockholders to discuss their views on executive compensation and to solicit feedback on our ~~strong financial performance. The Company also considered stockholder input on the~~specific pay program.

Table of ~~the feedback, the Compensation Committee believes the 2016 compensation approach is one of the more stockholder-centric compensation programs among our peers.~~Contents

~~DISCUSSION OF OUR FISCAL 2015 EXECUTIVE COMPENSATION PROGRAM~~

Primary Elements of Our Executive Compensation Program

With input from our stockholders, we have designed an executive compensation program that aligns pay with measurable achievement of our corporate goals. Based on the high approval percentage from our stockholders, our 2020 executive compensation program remained similar to our 2019 structure. The components of, and rationale for, each element of our executive compensation program are described in the table below.

~~Total Rewards Element~~			~~Why We Provide It~~	~~How We Determine the~~ ~~Amount~~		~~What it is Intended to~~ ~~Reward~~
				Compensation Components
Base Salary	Description	ToFixed compensation delivered in cash to reflect each executive’s role and performance.
	Rationale	Market-aligned component of the overall pay package to provide a competitive level of fixed income, ~~based on:~~ · ~~Impact on business.~~ · ~~Relative importance of~~which is key to attracting and retaining highly qualified executive ~~to organization versus other executives.~~ · ~~Experience in the job.~~ ·~~Individual performance.~~	~~Survey group analysis and salary survey data are utilized to establish base salary levels.~~ ~~Annual merit increases are awarded based on individual performance and marketplace competitiveness.~~	~~Individual performance, level of experience and responsibility.~~officers.
	Measurement Period				Ongoing
Performance-Based Bonus Plan	Description	Designed to effectively motivate and annually compensate executive officers through cash bonuses, based on the achievement of business and/or individual performance.
	Rationale	~~To provide performance-based pay for annual performance relative to:~~ ·~~Company performance measures.~~ · ~~Company~~ Motivates achievement of critical short-term financial and strategic ~~goals.~~ · ~~Departmental and individual performance.~~	~~Performance-based:~~ results. · ~~Potential awards are based on a calculated target.~~Provides balance between financial metrics and strategic measures and ensures alignment across key strategic focus areas. ·~~Strategic goals are established~~ Provides appropriate line of sight for executive officers through the use of individual and department goals.
	Applicable Key Performance Metrics	· Financial metrics: earnings per share, deposit growth, cost of deposits, non-performing assets to total assets ratio and net charge-off ratio. · Individual performance and overall contributions. · For 2020, due to the unpredictable business environment brought about by the ~~CEO~~COVID-19 pandemic, the Compensation Committee also considered the effectiveness of the executive team in managing the response to ~~develop organizational capabilities that drive growth~~the pandemic as it relates to protecting employees, serving customers, maintaining financial discipline and ~~stockholder value.~~ serving the communities in which we operate.
	Measurement Period	~~Company performance and individual and departmental performance.~~ ~~Development of critical company capabilities.~~ One Year
Long-Term Incentive ~~Awards~~(“LTI”) Award – Restricted Stock Units (“RSUs”)	Description	Designed to motivate NEOs by means of appropriate incentives to achieve long-range goals and align NEOs' interests with those of our stockholders, through compensation that is based on our common stock.
	Rationale	~~To drive value creation for stockholders over the long-term:~~ · Focuses on achievement of critical long-term operating results. ·~~Provides at-risk performance pay opportunity for~~ Establishes strong alignment with long-term ~~performance.~~stockholder interests, through performance-based payouts in shares of our common stock. ·~~Equity awards vest through achievement of company performance measures.~~ · ~~Aligns with~~ Enhances retention and drives stockholder ~~interests.~~	~~Performance-based:~~ · ~~Equity awards are granted based on a combination of the executive’s performance and the total annual peer compensation and salary survey data.~~	~~Rewards overall company performance and creation of stockholder value.~~ value creation.
	Applicable Key Performance Metrics	Financial metrics: ROA, ROE and TSR, relative to the KRX.
	Measurement Period	Three Years

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Base Salary

Base salary is a fixed portion of compensation that is based on ~~peer group~~Peer Group salary data, salary surveys, and ~~each individual’s~~an executive’s skills, responsibilities, experience and relative importance to the Company. Actual total salaries reflect an individual’s responsibilities within the Company, his or her job performance ~~in his or her role~~ over time and other factors, such as the assessment by the Compensation ~~Committee’s~~Committee (and by the ~~CEO’s~~CEO, in the case of other NEOs) ~~assessment~~ of ~~each NEO’s~~an executive’s performance.

Performance-Based Bonus Plan

Our NEOs participate in the Company’s Performance-Based Bonus Plan that provides rewards based on corporate and individual performance. Each NEO is assigned a bonus target, stated as a percentage of the individual’s annual base salary.

The Compensation Committee developed ~~a cash incentive program (the “Performance-Based~~the Performance-Based Bonus ~~Plan”)~~Plan to motivate and reward executives for achieving critical Company-wide financial metrics and strategic goals (collectively, “Corporate Goals”), and departmental or individual goals. The ~~2015 Performance-Based Bonus Plan~~program in 2020 was similarly structured to ~~balance financial rewards and business risks by including multiple Company performance measures. Additionally, NEOs, excluding~~ the ~~CEO and~~program in 2019 with the President and COO, whose goals were all company-wide goals, were also assigned individual and departmental goals. The 2015 Performance-Based Bonus Plan is subject to our Executive Recovery Policy, which provides for the claw back of executive compensation if triggering events occur. The target award opportunity for each NEO is expressed as a percentage of base salary.following features:

~~Under~~Target incentive opportunities are defined as a percentage of base salary and remained the ~~2015 Performance-Based Bonus Plan,~~same as 2019

Corporate Performance measured 70% based on financial performance and 30% based on strategic goals

Individual Performance is measured by goals determined for executives ~~were eligible to earn formula-based incentive compensation~~(other than the CEO, whose bonus is paid 100% based on corporate performance)

The weights for each NEO are determined as follows:

Executive	Title	Target Bonus % of Salary	Corporate Performance	Individual Performance
Dominic Ng	Chairman and CEO	100%	100%	0%
Irene Oh	EVP – CFO	80%	50%	50%
Doug Krause	Vice Chairman – Chief Corporate Officer	80%	50%	50%
Andy Yen	EVP – Head of International and Commercial Banking	50%	30%	70%
Gary Teo	SVP – Head of Human Resources	50%	30%	70%
Catherine Zhou ⁽¹⁾	Former EVP - Head of Consumer Banking and Digital Banking	100%	30%	70%

As discussed previously in the section titled “2020 Compensation Committee Actions in Review,” the Compensation Committee decided not to approve the 2020 Corporate Goals that were proposed and formulated in March before the COVID-19 outbreak in the United States. Over the period from March to August 2020, the Committee did not believe the original proposed goals would remain appropriate in the COVID-19 environment. Ultimately, at the end of the year, the Compensation Committee decided to use the original proposed financial goals and consider the impact of COVID-19 within the 30% of the qualitative component, allowing our plan to operate as originally intended even though the original financial goals were not approved. As a result, the Committee considered the following in determining bonus awards for 2020:

·~~75%~~ With a total weighting of 70%, the 2020 financial performance compared against the original, pre-pandemic financial goals that were proposed, but not formally approved, in March 2020.
· With a total weighting of 30%, the effectiveness of the ~~Performance-Based Bonus Plan is based on~~ executive team in managing the response to the pandemic as it relates to protecting employees, serving customers, maintaining financial ~~metrics~~ ~~that are readily comparable to peer banks to measure~~discipline, and serving the ~~Company’s performance against its peers.~~
· ~~25% of the Performance-Based Bonus Plan is based on non-formulaic~~~~strategic objectives~~ focused on the Company’s business model and strategy that are not readily comparable to other banks. Achievement of strategic objectives is capped and cannot be above the achievement level of the financial metrics and accordingly, this portion of the incentive plan can only serve to reduce compensation that would otherwise be payable based on achievement of financial metrics. Moreover, the Company has historically never measured itself at 100% for achievement of strategic objectives and this measure has each year reduced the annual incentive compensation that was payable based on pure financial performance.
communities in which we operate.

The following sections discuss the 2020 Corporate Goals that were proposed, but not formally approved, in March 2020. These goals were ultimately used by the Compensation Committee at year end for determining 2020 Performance-Based Bonus payouts.

⁽¹⁾ Ms. Zhou’s employment with the Company ended on November 30, 2020.

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~~2015~~2020 Financial Metrics for Performance-Based Bonus

~~The 75% portion of the Performance-Based Bonus Plan for 2015 is based on the achievement of certain corporate goals and financial metrics that~~Financial metrics comprised 70% of the Performance-Based Bonus Plan Corporate Goals. In 2020, these metrics included the Company’s diluted operating earnings per share, average deposit growth, cost of deposits, non-performing assets-to-total assets ratio, and net charge-off ratio. On an annual basis, the Company evaluates the performance metrics used, and modifies the metrics and the weightings as deemed appropriate. For 2020, the proposed financial metrics and relative weightings, as formulated before the onset of the COVID-19 pandemic in the United States and the resulting rapid decrease in interest rates, were ~~weighted~~ as follows:

·~~50% weighting on achieving target~~ Target 2020 diluted operating earnings per ~~share~~
share: weighted 50%
· ~~25% weighting on achieving target growth~~ 2020 average deposit growth: weighted 10%
· 2020 average cost of deposits: weighted 10%
· Non-performing assets-to-total assets ratio (using an average of the quarterly end-of-period ratios in ~~total loans~~
2020): weighted 15%
·~~25% weighting on achieving a target NPA/total asset ratio.~~
~~The 2015 financial metric performance goals were challenging and at the time they were established, it was uncertain whether they would be achieved.~~
The target goals were set at a level that would require better than the projected performance of peer banks and accordingly to meet target performance levels for 2015, the Company had to perform better than the then projected performance of peer banks.
2020 net charge-off ratio: weighted 15%

~~2015~~2020 Financial Metrics ~~Results~~

Results: Diluted Earnings ~~Per~~per Share

The ~~2015~~2020 financial objectives included a 50% weighting based on achieving target diluted operating earnings per share (“~~EPS”~~Adjusted EPS⁽¹⁾”) of ~~$2.62.~~$4.53. A threshold of 50% achievement would behave been achieved if ~~diluted earnings~~Adjusted EPS were ~~$2.52~~at $4.08 per share, with no ~~credit given~~achievement for ~~diluted earnings~~Adjusted EPS less than that amount. AAn Adjusted EPS of at least $4.98 would have translated to a maximum achievement of 200% ~~would be achieved if diluted earnings per share were $2.71 per share or more.~~

. The target ~~diluted earnings per share~~Adjusted EPS goal of ~~$2.62~~$4.53 was determined based on the Company’s ~~annual~~ financial budget for ~~2015. This goal~~2020, which was ~~in line with analysts’ expectations for the Company for 2015. The Company was required~~developed prior to ~~achieve increased diluted earnings per share in 2015 for a sixth consecutive year and exceed analysts’ expectations for the majority~~onset of the ~~banks included~~COVID-19 pandemic in ~~our 2015 Peer Group. See “Compensation Discussion and Analysis – 2015 Financial Performance Highlights”~~the United States. EWBC’s 2020 Adjusted EPS of $3.95 did not meet the threshold established for ~~further details. The Company recognizes that diluted earnings per share growth is an important metric for stockholders to measure the Company’s performance. It believes that including~~ this ~~metric as a~~ performance ~~measurement aligns the interests of management and those of the stockholders.~~

~~Actual diluted earnings per share for 2015 were $2.66, which resulted in 144% achievement of this~~ goal. For 2015, our diluted earnings per share increased 10.4% compared to the 5.3% median increase and 6.9% average increase in diluted earnings per share growth of our Peer Group in 2015. We were at the 71thpercentile of our Peer Group for diluted earnings per share growth. Diluted earnings per share goal achievement is discussed in further detail at “Compensation Discussion and Analysis – 2015 Financial Performance Highlights.”

~~Growth in Total Loans~~

The ~~2015~~greatest impact of the COVID-19 pandemic on our earnings was the increase of the provision for credit losses. The 2020 provision for credit losses was $211 million, an increase of $112 million or 113%, compared with $99 million for 2019. The year-over-year increase in the provision for credit losses reflected the deteriorating macroeconomic conditions and outlook due to the COVID-19 pandemic. For context, our 2020 adjusted⁽²⁾ pre-tax, pre-provision (“PTPP”) income was $979 million, which compares favorably with our target PTPP income of $977 million in the Company’s financial budget for 2020.

2020 Financial Metrics Results: Average Deposit Growth

The 2020 financial objectives included a ~~25%~~10% weighting based on achieving average deposit growth ~~in total loans to $23.55 billion. Net interest income is the largest component~~ of ~~revenue for most banks, including those in our Peer Group. As such, the ability to grow loans and increase net interest income, is an important financial metric by which to measure performance.~~5.9%. A threshold of 50% achievement would behave been achieved if ~~loans~~average deposits grew ~~to $22.89 billion,~~3.0%, with no ~~credit given~~achievement of the performance metric if ~~loans were~~total deposit growth was less than that amount. AAverage deposit growth of at least 8.5% would have translated to a maximum achievement of 200% ~~would be achieved if loans~~. In 2020, average total deposits grew ~~to $24.42 billion or more~~13.1% year-over-year, resulting in ~~2015.~~a 200% achievement of this performance goal.

2020 Financial Metrics Results: Average Cost of Deposits

The target was determined based on the Company’s annual financial budget for 2015. Loan growth in this highly competitive environment was, we believed, possible in part due to the bridge infrastructure that the Company has built and continued to develop. Our goal was to grow the loan portfolio in a safe and prudent manner. Our loan growth goal was

challenging in light of our financial metric goals of maintaining a lower NPA/total asset ratio than our Peer Group and maintaining a ROA above our Peer Group, which requires that loan growth be achieved with a pricing discipline to avoid loan growth that results from “buying” market share, and the ongoing run-off of the covered loan portfolio, which reduces the impact of any organic loan growth.

Actual total loans totaled $24.60 billion as of December 31, 2015, resulting in 200% achievement of the loan growth goal. The Company was pleased its bridge banking model achieved results above expectations while maintaining pricing and credit quality discipline. The increase in loans was largely driven by balanced, diversified loan originations in commercial real estate loans, commercial loans and consumer loans. Commercial loan growth, particularly in California, our largest market, is where the Company’s bridge model with its strong focus on imports, exports and cross-border investments, is well aligned to national and local trends and business opportunities.

~~NPA/Total Assets Ratio~~

~~The 2015~~2020 financial objectives included a ~~25%~~10% weighting based on achieving a ~~Non-Performing Assets/total assets ratio (“NPA/total assets”)~~target average cost of ~~less than 0.68%.~~deposits. The average cost of deposits was 1.04% in 2019. The achievement target ~~level~~for the average cost of deposits was set to equal the Company’s ratio as of the end of the prior year, which ratio was better than the year-end average of its Peer Group. This financial metric aligned with risk management goals of ensuring that growth was accomplished in a prudent way. This goal also had strategic significance because the Company believes a low NPA/total assets ratio is important in maintaining the confidence of both domestic and international customers, and regulators with respect toat 0.84%, based on the Company’s financial ~~strength. This not only helps retain and attract customers but also provides regulators~~budget for 2020. Against an assumed backdrop of an unchanged federal funds rate, the ~~comfort level~~2020 financial budget targeted an average cost of deposits of 0.84%, equivalent to ~~allow continued expansion~~a year-over-year decrease of ~~our footprint both in the U.S. and in Asia.~~20 basis points. A threshold of 50% achievement would behave been achieved if the ~~NPA/total assets ratio was less than 0.88%. However,~~average cost of deposits decreased to 0.90%, with no achievement of the performance metric if the ~~ratio~~average cost of deposits exceeded that rate. An average cost of deposits of no more than 0.78% would have translated to a maximum achievement of 200%. The full year 2020 average cost of deposits was ~~above 0.88%~~0.45%, ~~there would be no credit given toward bonus goals. Our NPA/total assets ratio~~resulting in a 200% achievement of this performance goal.

The federal funds rate range was between 0.00% and 0.25% as of December 31, ~~2015~~2020 and between 1.50% and 1.75% as of December 31, 2019. As part of the rapid, emergency response to the onset of the COVID-19 pandemic in the United States, the Federal Open Market Committee cut the federal funds rate by 150 basis points. Accordingly, the decrease in the 2020 cost of deposits

⁽¹⁾When calculating adjusted earnings per share, we exclude the impact of non-recurring items that are non-operating in nature. Adjusted EPS is a financial measure not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and is referred to as a non-GAAP financial measure. Please refer to the section titled “Item 7. MD&A — Supplemental Information-Explanation of GAAP and Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the reasons why we use this measure and for reconciliations to the most directly comparable measures calculated in accordance with GAAP. Our reported earnings per share in 2020 were $3.97. Non-GAAP adjustments in 2020 excluded the impacts of the impairment, recoveries and income tax items related to the Company’s investment in DC Solar tax credit funds, as previously disclosed in our Annual Report on Form 10-K.

⁽²⁾ Adjusted pre-tax, pre-provision income is a non-GAAP financial measure that excludes the amortization of tax credit and other investments, the amortization of core deposit intangibles, and the extinguishment cost on repurchase agreements. Please see the Company’s Earnings Press Release for reconciliation of GAAP to non-GAAP measures.

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primarily reflected significantly lower benchmark interest rates year-over-year. Even so, active reduction in the cost of deposits was also achieved by management. For context, in the 2020 financial budget, the target fourth quarter 2020 average cost of deposits was 0.81%. Pro-forma for the 150-basis point drop in the federal funds rate, the target cost of deposits would have been 0.29%⁽¹⁾. The Company’s actual fourth quarter 2020 average cost of deposits was 0.25%, four basis points below the pro-forma target.

2020 Financial Metrics Results: Non-Performing Assets (“NPA”) to Total Assets

The 2020 financial objectives included a 15% weighting based on achieving an average quarterly NPA-to-total assets ratio of 0.33%, which is the highest quarterly level in 2019. A threshold of 50% achievement would have been achieved if the NPA-to-total assets ratio was 0.50%, and no credit given if the ratio exceeded that amount. A ratio of no more than 0.20% would have translated to a maximum achievement of 200%. Our average quarterly end-of-period NPA-to-total assets ratio was 0.43% in 2020, resulting in a 71% achievement of this performance goal.

2020 Financial Metrics Results: Net Charge-Off Ratio

The 2020 financial objectives included a 15% weighting based on achieving a full year net charge-off ratio of 0.22% in 2020. A threshold of 50% achievement would have been achieved if the full year net charge-off ratio was 0.40%, ~~which resulted~~and no credit given if the ratio exceeded that amount. A net charge-off ratio of below 0.12% would have translated to a maximum achievement of 200%. For the full year 2020, our net charge-off ratio was 0.17%, resulting in ~~200%~~a 150% achievement of this performance goal. ~~This~~In comparison, the 2019 full year net charge-off ratio was ~~also better than the Peer Group average for 2015 of 0.61%~~0.16%.

Summary of Financial Metrics Results

The table below outlines the financial metrics and actual results for 2020. In sum, achievement of Financial Metrics totaled 73% in 2020. The Compensation Committee elected to measure 2020 financial performance against the original 2020 financial goals, unadjusted for the impact of the COVID-19 pandemic on results. The Committee considered this to be the more conservative approach. This decreased the earnings per share metric achievement and increased the cost of deposits metric achievement, both due to unprecedented factors outside of management’s control. For comparison purposes, if COVID-19-related adjustments were considered, the pro-forma sum of Financial Metrics achievement would have been 104%. The pro-forma would have resulted from a higher achievement of diluted earnings per share, after adjusting for increased COVID-19-related provision for credit losses and expenses, and a lower average cost of deposits achievement, after assuming the Company would not have achieved such a high reduction in the cost of deposits in 2020.

Financial Metrics	Weighting	Threshold	Target	Maximum	2020 Result	Metric Achievement	Pro-forma Achievement
Adjusted EPS	50%	$4.08	$4.53	$4.98	$3.95*	0%	82%
Total Deposit Growth	10%	3.00%	5.90%	8.50%	13.10%	200%	200%
Average Cost of Deposits	10%	0.90%	0.84%	0.78%	0.45%	200%	100%
Average Quarterly NPA-to-Total Assets	15%	0.50%	0.33%	0.20%	0.43%	71%	71%
Full Year Net Charge-Off Ratio	15%	0.40%	0.22%	0.12%	0.17%	150%	150%
Total for Financial Metrics						73%	104%

* The Company’s reported earnings per share in 2020 were $3.97. 2020 adjusted EPS were $3.95, excluding $0.02 per share in combined 2020 impacts of the impairment, recoveries and income tax items related to the Company’s investment in the DC Solar tax credit funds. Please refer to the section titled “Item 7. MD&A — Supplemental Information-Explanation of GAAP and Non-GAAP Financial Measures” in our Annual Report on Form 10-K for a full reconciliation.

2020 Qualitative Goals for Performance-Based Bonus and Results

In determining the 2020 Performance-Based Bonus payouts for the 30% qualitative component, the Compensation Committee evaluated management’s response to the operating challenges and crises arising from the COVID-19 pandemic. Management was evaluated on their efforts to safeguard the health and safety of our employees and to enhance the security and safety of our locations. Management’s response was swift and efficient and ensured that the Company was able to provide essential banking services without

⁽¹⁾Pro-forma target fourth quarter 2020 average cost of deposits based on assuming a 35% change in the cost of deposits relative to the change in the federal funds rate (“Beta assumption”). A 35% Beta Assumption is consistent with the Company’s experience during the most recent cycle of changing interest rates.

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~~2015 Strategic Objectives~~interruption and that our associates were focused on meeting our customers’ needs. Management was further evaluated on how the Company supported its customers through the efficient processing and funding of PPP loans and through appropriate accommodation programs for ~~Performance-Based Bonus~~

The 25% portion of the Performance-Based Bonus Plan for 2015 was based on the achievement of strategic objectives tied to building the Company’s platform and positioning it for sustained future growth.

~~Those strategic objectives were focused on three areas:~~

· ~~33% on bridge banking~~

· ~~33% on enhancing consumer banking~~

· ~~34% on upgrading talent, leadership and engagement, consistent with the Company’s business model.~~

~~2015 Strategic Objectives Results~~struggling borrowers.

~~The determination with respect to the achievement of these strategic initiatives was made by~~At its March 2021 meeting, the Compensation Committee, in ~~February 2015, after~~ consultation with the CEO. The development of bridge banking was measured based on internal goals set to increase the number of customers and the development of new resources to support cross-border customers. The leveraging of branches considered commercial and consumer loan referrals as well as customer service and deposits. The goal of employee development and retention was measured by taking into account turnover of employees with strong performance reviews and growth and development of internal talent.

~~Since achievement of the strategic goals cannot be readily compared~~CEO, assessed management’s effectiveness in responding to the ~~performance of peer banks~~uncertainties and ~~such goals have more subjectivity in their measurement,~~instability caused by the pandemic. The Compensation Committee ~~has capped the level of achievement of the strategic goals at the level of achievement of the financial performance goals for purposes of calculating incentive compensation. Thus,~~approved the achievement of the strategic goals can only decrease and cannot increase the incentive compensation potential of the officers. Ever since the Compensation Committee implemented separate non-financial strategic goals, these goals have reduced the compensation that would have otherwise been paid based solely on financial metrics.executive team’s efforts at 100% for this component.

~~Although~~2020 Performance-Based Bonus for NEOs

After taking into account the ~~strategic goals by their nature are long term goals and good efforts were made in each area,~~Company’s financial performance against the ~~CEO recommended~~proposed, pre-pandemic 2020 Corporate Goals, as well as management’s response to the ~~Compensation Committee that the progress towards the strategic goals in 2015 did not move as quickly as desired. After discussion with the CEO,~~operating challenges of COVID-19, the Compensation Committee determined ~~achievement of these strategic goals to be 87%~~.Specifically, while the strategic goal to upgrade talent, leadership and engagement was achieved and exceeded (113%); the strategic goals of building bridge banking (90%) and enhancing consumer banking (58%) were only met in part.

~~Performance-Based Bonus Awards for NEOs~~

~~In 2015, using the above discussed performance goals,~~that the Company achieved ~~151%~~81.1% of the target ~~corporate goals consisting~~Performance-Based Bonus. This consists of ~~172%~~73% achievement of ~~corporate metrics (75%~~Financial Metrics (70% weighting) and ~~87%~~100% achievement of ~~strategic metrics (25%~~the pandemic-related response (30% weighting). The strong overall goal achievement of 151% of the target goals reflects performance substantially better than our Peer Group with earnings per share (“EPS”) growth of 10.4% compared to our Peer Group median earnings per share growth average of 5.3%; return on equity (“ROE”) of 12.74% substantially above the Peer Group median of 8.21%; return on assets (“ROA”) of 1.27% substantially above the Peer Group median of 1.00%. The strong overall goal achievement at above target levels benefitted stockholders and is, we believe, a contributing factor to our one-year TSR, which was 9.5% as compared to the Peer Group one-year TSR of 5.9%.

~~The performance-based bonus awards~~

All NEOs, except for the CEO and CFO, were additionally evaluated based on individual performance. For the ~~President and COO were~~Chief Corporate Officer, 50% of his performance-based bonus was based ~~solely~~ on the achievement of the ~~corporate goals listed above.~~Corporate Goals as described above and 50% was based on individual performance. For the ~~CFO~~Head of International and Commercial Banking and for the ~~Chief Risk Officer and General Counsel, 50%~~Head of Human Resources, 30% of their performance-based bonus was based on the achievement of the corporate goals listed above and 50% was based on individual and department goals. For the Head of International and Commercial Banking, 30% of his performance-based bonus was based on the achievement of the corporate goals listed aboveCorporate Goals and 70% was based on individual ~~and department goals. The payment of these bonuses is also subject to the Company satisfying the regulatory capital requirement administered~~performance. Individual performances were assessed by the ~~federal banking agencies to be well-capitalized. In addition,~~CEO in conjunction with the Compensation ~~Committee reserves sole discretion to reduce bonus payments downward.~~Committee.

Long-Term ~~Performance Awards for CEO and President and COO~~

On July 26, 2011, the Company’s Compensation Committee approved Long-Term Performance awards for the CEO, and the President and COO that were payable in part in 2015. The Long-Term Performance awards were intended in large part to recognize and reward these executives with completing the transformational FDIC assisted acquisition of United Commercial Bank in 2009. However, performance measures were established and the payments were deferred until the transformational acquisition also provided tangible benefit to shareholders through higher than peer stock price appreciation through and after the end of integration and end of the FDIC loss share period. The Long-Term Performance awards were as follows:

the CEO will receive a $2.5 million cash payment on each of October 31, 2015 and on March 31, 2016 subject to (a) the Company meeting certain long-term performance criteria; and (b) he being employed by the Company as CEO, Chairman or Non-Executive Chairman;

the President and COO will receive a $1.25 million cash payment on each of October 31, 2015 and on March 31, 2016 subject to (a) the Company meeting certain long-term performance criteria; and (b) she being employed by the Company;

The long-term criteria for the October 2015 and March 2016 performance payouts were as follows: (a) the Company satisfies applicable regulatory requirements for well-capitalized banks at the end of each fiscal year through the date of payment and (b) the Company achieves a minimum of the 60th percentile of TSR for its peer group from November 6, 2009 (the date of the transformational acquisition of the United Commercial Bank) through the last day of the year prior to the 2015 and 2016 payment dates.

~~From November 6, 2009 to December 31, 2014, the Company’s TSR result was 380.72, and thus far exceeded the 60~~^th ~~percentile of TSR for the 2014 Peer Group, which was 109.77.~~⁸ Accordingly, on October 31, 2015, the CEO received a $2.5 million cash payment and the President and COO received a $1.25 million cash payment because their performance goals had been met and they were still employed by the Company. Moreover, the Company concluded that the CEO’s $2.5 million cash payment and the President and COO’s $1.25 million cash payment was due and payable on March 31, 2016, since both the performance goals and employment requirements with the Company were again met. Specifically, from November 6, 2009 to December 31, 2015, the Company’s TSR was 426.31, and again far exceeded the 60^th ~~percentile of TSR for the 2015 Peer Group, which was 118.44.~~⁸

~~Long Term~~ Incentive (LTI) Awards

LTI awards are compensation awards ~~that provide a strong link between the return~~designed to ~~our stockholders and~~tie the compensation of our ~~executives.~~executive officers to stockholder returns. These awards are generally granted as stock in the first quarter of each year, allowing the Compensation Committee adequate time to evaluate prior year performance. When determining the annual LTI awards for our executive officers, the Compensation Committee believes it is important to take into account not only the grant date values included in the “Summary Compensation Table,” but also to consider the effect of the year-end value of our stock on those awards over time. The timing of the grants generally follows the filing of the Company’s annual report on Form 10-K and occurs before the start of the Company’s “blackout period,” during which insiders may not engage in Company stock transactions. LTI awards issued in 2020 were granted under the Company’s 2016 Stock Incentive Plan, as amended (the “2016 Stock Incentive Plan”), which is the Company’s current omnibus stockholder-approved plan for equity awards to employees.

One hundred percent of the value of LTI awards granted to our NEOs is made through performance-based RSUs. Awards are subject to a performance period of three years (for example, January 1, 2020 through December 31, 2022 for awards granted in 2020), and are payable at the end of the three-year period. Each year, an NEO is eligible to earn a “target” amount of RSUs equal to one third of the total RSUs granted based on actual performance. As described below, the actual number of RSUs earned may be higher or lower than the target amount depending on the Company’s financial performance that year relative to the Long-Term Performance Peer Group, which is defined as the banks in the KRX. The actual number of RSUs earned in a year can range from 0% to 200% of the target RSUs. The Compensation Committee determined it was appropriate to award performance-based Restricted Stock Units (“RSUs”) in 2015. The performance period was three years for the awards granted in 2015, similar to the awards granted in the prior year. The Compensation Committee believes ~~that~~ this practice further aligns our compensation program with ~~the~~industry best practices for LTI awards and reflects an appropriate balance between financial reward and long-term performance.

The financial performance metrics used for the LTI ~~awards~~award – ROA, ROE and TSR – are ~~generally granted~~common indicators of value creation and serve to focus management’s attention on enhancing results in ~~the first quarter of each year which allows the Compensation Committee adequate time to evaluate prior year performance. The timing~~these areas. ROE is a direct measurement of the ~~grants generally follows~~return on capital. The Company believes that for long-term strategy and sustainability, ROA is an important and prudent metric, reflecting the ~~filing of~~Company’s ability to execute on its long-term business model. TSR measures the ~~annual report of the Company on Form 10-K and before the start~~movement of the Company’s ~~“blackout period” during which insiders~~stock price and dividends paid over time. The TSR metric underscores the connection between executive pay and stockholder interests by measuring our ability to provide a greater return to our stockholders than our competitors.

We set the “target” level of RSUs that could be earned each year at the median, or 50^th percentile, of the ROA, ROE and TSR ratios of the Long-Term Performance Peer Group. We believe these are challenging goals because of strong competition within the Long-Term Performance Peer Group. The actual RSUs that are earned each year may ~~not engage~~be higher or lower than the target amount of RSUs if performance is better (or worse) relative to the Long-Term Performance Peer Group. ROA, ROE and TSR ratios below the 50^th percentile will proportionately reduce the amount of RSUs earned in that year, and no RSUs are earned if the ratios put the Company ~~stock transactions.~~below the 30^th percentile of the Long-Term Performance Peer Group. A maximum 200% award relative to the “target” level of RSUs would be earned for performance at or above the 80^th percentile, and the award is prorated between 100% and 200% for performance between the 50^th and 80^th percentiles. The ~~Company’s blackout periods generally start ten days before~~table below illustrates the ~~end~~relative weighting assigned to each financial metric and the performance required to achieve payouts.

Table of ~~each quarter. LTI awards are granted under the Company’s 1998 Stock Incentive Plan as amended, which is the Company’s omnibus stockholder-approved plan for equity awards to employees.~~ Contents

Metric	Weighting	Threshold (50% payout)	Target (100% payout)	Maximum (200% payout)
ROA	37.5%	30^th percentile	50^th percentile	>=80^th percentile
ROE	37.5%	30^th percentile	50^th percentile	>=80^th percentile
TSR	25%	30^th percentile	50^th percentile	>=80^th percentile

The Company calculates the aggregate grant date fair value of awards atas of the date of grant in accordance with the same standard it applies for financial accounting purposes.

⁸ ~~Source from SNL Financial LC.~~

Consistent with SEC regulations, the grant date fair ~~value~~values of ~~2015~~2020 LTI award equity grants for the NEOs are presented in the “Summary Compensation Table” and ~~2015~~ “Grants of Plan-Based Awards ~~table.~~” tables below. Total outstanding unexercised or unvested LTI grants are shown in the ~~2015~~ “Outstanding Equity Awards ~~table.~~at Year End” table below.

~~In 2015, 100%, of the LTI grants were at risk~~Retirement Programs and had performance-based goals. As noted elsewhere, in 2015 100% of the LTI grants also are at risk and have performance-based goals. Our goals are similar to most of our peers using long-term performance goals relative to peers, such that they also set target levels at the peer level, and increase or decrease the award if performance is better or worse than peers. Unlike many of our peers, 100% of the long-term compensation of our NEOs is at risk and it is not certain whether any of it will be realized.

The financial metrics used for 2015 LTI compensation equity grants were closely tied to the strategic and risk management goals of the Company. The vesting for the 2015 performance-based RSUs is subject to meeting the three-year service condition ending March 7, 2018 and pre-established performance goals in each of the three years with the last performance period ending on December 31, 2017. In order to meet the performance condition, the Company’s TSR, ROA and ROE must equal or exceed the 50th~~percentile of the Peer Group over each year of the three-year period from January 1, 2015 through December 31, 2017. TSR, ROA and ROE ratios at the 30~~th~~percentile results in 50% of the award being payable and the amount of the award is proportionately reduced from target for performance between the 30~~th~~and 50~~th~~percentile. A 200% award will be given for performance at or above the 80~~^th~~percentile with the award prorated between 100% and 200% for performance between the 50~~th~~and 80~~th~~percentiles. No award is payable for performance below the 30~~th~~percentile.~~

~~The target TSR metric is set at the 50~~th percentile level of the Peer Group. This is a challenging goal because of strong competition within our Peer Group. TSR is an important metric as it correlates directly with the Company’s stock price performance and is therefore aligned with stockholder interests. This metric helps ensure the Company’s business model is sustainable and an appropriate risk/reward balance is being achieved.

~~The target ROA metric is set at the 50~~th percentile level of the Peer Group. This is a challenging goal because of strong competition within our Peer Group. We believe that ROA is also important to our long term strategy and risk management practices. Performance targets are unlikely to be met if the Company is “buying” market share and not maintaining a pricing discipline to ensure that the Company’s business model is sustainable and an appropriate risk/reward balance is being achieved.

~~The target ROE metric is set at the 50~~th percentile level of the Peer Group. This is a challenging goal because of strong competition within our Peer Group. ROE is a significant metric in measuring a bank’s long term performance and is a direct measurement of profitability for stockholders. This metric helps ensure the Company’s business model is sustainable and an appropriate risk/reward balance is being achieved.

In 2015, 100% of the value of the LTI awards granted to the NEOs was comprised of performance RSUs with a three year vesting period. For all LTI awards, dividend equivalents are paid only on earned shares after the vesting periods have ended.

~~Selection of Metrics and Alignment with Performance~~

The Compensation Committee believes that the metrics set in 2015 are challenging and with the addition of a TSR component to the metrics even more closely correspond to the creation of stockholder value. As discussed above, the annual incentive metrics required a level of performance above both the Company’s prior year performance and above the level achieved by peers in order to meet the target level of performance. These challenging metrics, which at target required performance better than the prior year’s performance and peer bank performance, have been met at above target levels in each of the past few years and this has translated into strong financial performance. The Compensation Committee believes that its goal setting process is appropriate, the goals are challenging and achievement was uncertain when the goals were set. Above target performance by the Company for the past several years is the result of consistent superior performance over that time and performance in each year was above prior Company levels and better than peer performance. As noted above, the Company has increased earnings per share for seven (7) consecutive years and at a rate substantially higher than peer banks in 2015, and the Company is in the Top 4 for all banks in the United States with assets over $20 billion in terms of ROE, Top 5 in terms of ROA, and Top 6 in terms of net interest margin. Also, as noted, this superior above target performance has created stockholder value and our TSR is above our Peer Group average for the past one-year, three-year and five-year periods. The Company’s selection of goals and metrics has accordingly served to align executive pay with both Company performance and this has translated into superior TSR for stockholders.

~~Benefits – Detailed Information~~Perquisites

Our NEOs receive the same customary benefits as all other employees, including medical, dental, life, disability, vacation cash-out, and a 401(k) ~~plan~~Plan (the “401(k) Plan”), which includes company matching contributions. The NEOs are eligible to participate in the same plans and to the same extent as most other salaried employees. ~~The Company does not currently provide~~Employees are allowed to cash out their earned vacation once a ~~deferred compensation plan for~~year if they meet both vacation usage and time away from work requirements set by the ~~senior officers.~~Company. The Company maintains a ~~legacy plan which no longer accepts new contributions. None of the NEOs are part of the legacy~~non-qualified deferred compensation ~~plan.~~

plan (“Deferred Compensation Plan”) to help attract and retain executives and key employees. One NEO, Mr. Yen, participated in the Deferred Compensation Plan in 2020. Our Deferred Compensation Plan provides NEOs and other key employees the opportunity to defer a specified percentage of their annual base salary and/or their bonus under the annual cash bonus plan (in each case, up to 80%). The deferred amounts are credited to a participant’s account and are immediately vested. Amounts in a participant’s account are then hypothetically or “notionally” invested in one or more investment funds selected by such participant, with gains or losses adjusted based on the rate of return on the assets in each notional investment fund. The available investment funds used to track such notional investment returns are substantially the same as those offered under our 401(k) Plan. Returns on participant contributions are not guaranteed. The Company has the discretion to make contributions to the Deferred Compensation Plan on behalf of its participants. In ~~addition,~~2020, the Company ~~sponsors a Supplemental Executive Retirement Plan (the “SERP”) which provides supplemental retirement benefits~~did not make any such contributions to ~~certain NEOs. The SERP is discussed in further detail under~~ the ~~heading “Retirement Plans.”~~

~~Perquisites – Detailed Information~~Deferred Compensation Plan.

In general, the NEOs do not have different or greater benefits than other employees with the exception of financial planning services ~~for the CEO,~~and the use of a Company-owned car for the CEO and an automobile allowance for the Head of International and Commercial ~~Banking pursuant~~Banking. The financial planning services are intended to ~~an employment agreement entered into between him~~help ensure compliance by the CEO with all applicable tax and regulatory requirements. For certain executives, the ~~Company on September 7, 2005.~~use of a company car and automobile allowance are permitted in recognition of their extensive business-related travel. The Compensation Committee reviews the perquisites provided to the NEOs annually as part of their overall review of executive compensation. Based on a review of competitive pay data provided by ~~the outside~~its external independent compensation ~~consultants,~~consultant, the Compensation Committee determined that the perquisites provided in ~~2015~~2020 are within an appropriate range of competitive compensation ~~practices.~~practices relative to our Peer Group. Details about the NEOs perquisites, including the cost to the Company, are shown in the “Summary Compensation Table” under the “~~All~~“All Other ~~Compensation~~”Compensation” column on page 5044 together with the accompanying footnotes.

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2020 Compensation Decisions for Named Executive Officers

The Compensation Committee’s determination of compensation for NEOs was based on the recommendation of the CEO (except in the case of his own compensation) and the parameters of each executive’s total target compensation package, balancing long-term and short-term compensation, cash and equity pay mix, market competitiveness for their respective positions, and internal equity. In addition, the Compensation Committee considered individual performance contributions and achievements. The primary elements of executive compensation are discussed below.

Base Salary

The Compensation Committee uses a market-aligned pay package to provide short-term fixed compensation. NEO base salary levels are typically reviewed annually by the Compensation Committee and adjusted as appropriate, typically to reflect merit, promotions or changes in responsibilities, or market adjustments. Base salaries are determined on an individual basis. When determining any base salary increases, the Compensation Committee considers an individual’s total compensation package, his or her performance, Company performance, comparative peer and market compensation data, internal parity, and other relevant factors, including the scope of the executive’s responsibilities relative to peers and other executives, and retention concerns.

In 2020, no base salary changes were made for Mr. Ng. His annual base salary was $1,275,000. Ms. Oh received a merit-based adjustment of 3% to her base salary. Her 2020 annual base salary was $638,600. The salary increase was based on her performance on financial discipline of the Company and market compensation data. Mr. Krause received a 4% increase to $520,000 due to his increased responsibilities in credit management and other corporate initiatives. Mr. Yen received a 2% increase due to his individual performance and business contributions. His 2020 annual base salary was $443,700. Mr. Teo received a 4% increase to $364,000 due to his performance in leading corporate culture and talent development programs. Ms. Zhou’s base salary from 2020 through the date of her termination was $625,519.

Performance-Based Bonus

The Compensation Committee determines actual annual performance-based bonus awards for the NEOs based on the individual’s target incentive level and the NEO’s corporate and/or individual performance. For 2020, each NEO was awarded the performance-based bonus amounts set forth in the table below.

NEO	2020 Performance-Based Bonus
Dominic Ng	$1,034,025
Irene H. Oh	$414,324
Douglas P. Krause	$439,088
Andy Yen	$198,423
Gary Teo	$197,179
Catherine Zhou ^{(2015 COMPENSATION DECISIONS FOR NAMED EXECUTIVE OFFICERS1)}	$0

The ~~following contributions~~Compensation Committee reviewed and ~~achievements were taken into consideration by~~approved Mr. Ng’s performance-based bonus award, which was set at 100% of base salary, and was determined based on the Company’s achievement of the Corporate Goals under the formula-based Performance-Based Bonus Plan. For other NEOs, the Compensation ~~Committee in making the 2015 compensation decisions. The 2015 performance-based bonus awards were based on 2015 financial performance and were paid to the NEOs in February 2016.~~

~~The~~ Committee’s determination onof each of these matters was based on the recommendation of ~~Mr. Ng (except in~~ the ~~case of his own compensation), the parameters established by the executive’s employment agreement, if applicable,~~CEO and the factors described below.

The Board and the Compensation Committee recognized that under Mr. Ng’s leadership, despite the operating challenges of the COVID-19 pandemic and a near-zero interest rate environment, the Company continued to deliver strong financial returns and performance, including top quartile ROA and ROE among our Peer Group. In ~~addition,~~2020, deposits grew to record levels and loan growth outperformed peer banks. Mr. Ng led the executive team in navigating pandemic uncertainties; supporting employees’ health and safety and enabling the Company to effectively support customers and the communities in which we operate. Based on the Corporate Goals achievement, Mr. Ng received 81.1% of his target bonus.

For the other NEOs, the Compensation Committee concluded as follows: (i) Ms. Oh demonstrated strong execution of overall financial management and expense discipline; (ii) Mr. Krause provided strong management of credit and compliance risks and oversight of new business initiatives; (iii) Mr. Yen expanded his responsibilities to include oversight of our China business and effectively supported customers in meeting their pandemic financial needs, and (iv) Mr. Teo successfully implemented the Company’s response to the pandemic in both China and the United States. Ms. Zhou departed the Company in November 2020 and was not eligible for any performance-based bonus for 2020.

⁽¹⁾ Ms. Zhou’s employment with the Company ended on November 30, 2020.

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LTI Awards

In determining equity awards, the Compensation Committee considered its ~~overall~~ long-term incentive guidelines for all ~~executives,~~NEOs, which attempt to ~~balance in the context of~~weigh the competitive market for executive talent, the benefits of incentive compensation tied to performance of the Company’s common stock ~~with~~and align the ~~dilutive effect~~interests of ~~equity compensation awards.~~

~~Dominic Ng~~the NEOs and our stockholders. 2020 LTI awards for each NEO are described in the table below.

~~2015 Key Accomplishments~~NEO

· ~~The 2015 compensation decisions below reflect both the long-term vision and leadership Mr. Ng has provided and the strong financial performance~~2020 Performance-based
Restrict Stock Units
(“PRSUs”): Number of ~~the Company~~

· ~~In 2015, he continued to chart and drive the Company’s unique long-term organizational objective to build a “financial bridge” between the United States and Greater China~~

· ~~Mr. Ng brings to the Company long experience and deep first-hand knowledge~~
Shares

2020 Restricted
Stock Unit (RSUs):
Number of ~~banking practices and the banking industry in both the United States and Greater China and also of U.S.–Greater China cross-border transactions and relations.~~

· Under his leadership, the Company successfully executed on its bridge strategy and achieved its sixth consecutive year of record earnings, with diluted earnings per share totaling $2.66, which constitutes an increase of $0.25 or 10% from $2.41 in 2014. Our 10% increase in diluted EPS was higher than the 2015 Peer Group’s median and average increases of 5.3% and 6.9%, respectively.

· For the sixth year in a row, the Company substantially outperformed its peer banks. Our one, three and five-year annualized TSR were 9.5%, 27.2% and 18.4% compared to the 2015 Peer Group averages of 5.90%, 16.8% and 11.3%.

· ~~In 2015, the Company was in the Top 4, 5 and 6 of all FDIC-insured commercial banks in the country with assets over $20 billion in terms of ROE, ROA and net interest margin, respectively.~~

~~Base Salary~~Dominic Ng

Mr. Ng’s 2015 base salary was $1,000,000. For the fourth year in a row, the Compensation Committee decided not to increase Mr. Ng’s base salary and to focus on long-term and performance incentives.

112,726

~~Performance-based Bonus~~Irene H. Oh

In the first quarter of 2016, Mr. Ng received a performance-based bonus of $1,310,000 related to the 2015 fiscal year. Mr. Ng’s performance-based bonus award was 131% of his 2015 target bonus, and was determined based on the Company’s achievement of the corporate goals under the formula-based Performance Based Plan, as adjusted. Although the Company’s strong financial performance in 2015 was one of the best in the industry, the Compensation Committee used its downward discretion to reduce Mr. Ng’s bonus from the amount otherwise payable under the bonus formula (151% of base salary) due to regulatory matters and needing to meet regulatory expectations in BSA/AML and risk management.

~~Long-Term Incentives~~18,788
In the first quarter of 2015, Mr. Ng received an LTI award of $4,000,000 of restricted stock units which is subject to the 100% achievement of challenging performance metrics and performance standards. All the LTI equity grants are subject to a three year cliff vesting schedule.

In addition, Mr. Ng received a $2.5 million cash payment on October 31, 2015, pursuant to a long-term performance award approved on July 26, 2011 by the Company’s Compensation Committee, which required the Company to satisfy applicable regulatory requirements for well-capitalized banks at the end of each fiscal year through the date of payment and achieve a minimum of the 60^th percentile of TSR for its Peer Group from November 6, 2009 through the last day of the year prior to the 2015 payment date. The Company’s actual TSR from November 6, 2009 to December 31, 2014 was 380.72, which far exceed the 60^th ~~percentile of TSR for the Peer Group which was 109.77.~~

~~Julia S. Gouw~~

~~2015 Key Accomplishments~~	· ~~Contributions to sustained strong performance on Company-wide objectives over the long term and focus on stockholder value.~~ · ~~The Company’s strong overall goal achievement of the target goals reflects performance substantially better than the Peer Group.~~ -
~~Salary~~Douglas P. Krause	~~Ms. Gouw’s 2015 base salary was $601,005. The base salary was not increased for 2016 due to a pre-planned retirement and was also unchanged in 2015.~~ 14,029	-
~~Performance-based Bonus~~Andy Yen	In the first quarter of 2016, Ms. Gouw received a performance-based bonus of $707,518 related to the 2015 fiscal year. Ms. Gouw’s performance-based bonus award was 118% of her 2015 target bonus, and was determined based on the Company’s achievement of the corporate goals under the formula-based Performance Based Plan, as adjusted. Although the Company’s strong financial performance in 2015 was one of the best in the industry, the Compensation Committee used its downward discretion to reduce Ms. Gouw’s bonus from the amount otherwise payable under the bonus formula (151% of base salary) due to regulatory matters and needing to meet regulatory expectations in BSA/AML and risk management. 7,015	-
~~Long-Term Incentives~~Gary Teo	In the first quarter of 2015, Ms. Gouw received an LTI award of $650,000 of restricted stock units which is subject to the 100% achievement of challenging performance metrics and performance standards. All the LTI equity grants are subject to a three year cliff vesting schedule. In addition, Ms. Gouw received a $1.25 million cash payment on October 31, 2015, pursuant to a long-term performance award approved on July 26, 2011 by the Company’s Compensation Committee, which required the Company to satisfy applicable regulatory requirements for well-capitalized banks at the end of each fiscal year through the date of payment and achieve a minimum of the 60^th percentile of TSR for its Peer Group from November 6, 2009 through the last day of the year prior to the 2015 payment date. The Company’s actual TSR from November 6, 2009 to December 31, 2014 was 380.72, which far exceed the 60^th ~~percentile of TSR for the Peer Group which was 109.77.~~

~~Douglas P. Krause~~

~~2015 Key Accomplishments~~-	· ~~Contributions to sustained strong performance on Company-wide objectives over the long term and focus on stockholder value.~~ · ~~Continued focus on enterprise-wide risk management and compliance.~~ · ~~Reduction of legal expenses and management of legal, compliance, risk management, governance and other matters.~~ 7,015
~~Salary~~Catherine Zhou⁽¹⁾	~~Mr. Krause’s 2015 base salary was $375,000. The base salary was not increased for 2016 and was also unchanged in 2015.~~
~~Performance-based Bonus~~12,526	In the first quarter of 2016, Mr. Krause received a performance-based bonus of $214,875 related to the 2015 fiscal year. Mr. Krause’s performance-based bonus was 96% of his 2015 target bonus. 50% of the possible bonus amount was determined based on the Company’s achievement of the corporate goals under the formula-based Performance Based Plan and goal achievement of these goals was 151%. 50% of the possible bonus amount was based on department goals, which were rated overall at 40% due to regulatory matters and needing to meet regulatory expectations in BSA/AML and risk management.
~~Long-Term Incentives~~	In the first quarter of 2015, Mr. Krause received an LTI award of $225,000 of restricted stock units which is subject to the 100% achievement of challenging performance metrics and performance standards. All the LTI equity grants are subject to a three year cliff vesting schedule.

~~Irene H. Oh~~

~~2015 Key Accomplishments~~

· ~~Contributions to sustained strong performance on Company-wide objectives over the long term and focus on stockholder value~~

· ~~Provided strong leadership, assumed additional responsibilities; and enhanced discipline around revenue opportunities; department goals achieved at above target levels~~

~~Salary~~

Ms. Oh’s 2015 base salary was $403,090. Her 2016 salary will be increased by 6%, to $430,000. The Compensation Committee took into consideration her strong leadership, external market standards and internal parity.

~~Performance-based Bonus~~

In the first quarter of 2016, Ms. Oh received a performance-based bonus of $366,257 related to the 2015 fiscal year. Ms. Oh’s performance-based bonus award was 151% of her 2015 target bonus and was determined based on the Company’s achievement of the corporate goals under the formula-based Performance Based Plan and the achievement of department goals.

~~Long-Term Incentives~~

In the first quarter of 2015, Ms. Oh received an LTI award of $250,000 of restricted stock units which is subject to the 100% achievement of challenging performance metrics and performance standards. All the LTI equity grants are subject to a three year cliff vesting schedule.

~~Andy Yen~~

~~2015 Key Accomplishments~~	· ~~Enhanced the Company’s bridge banking platform~~ · ~~Expanded the customer base and the capabilities of the Company’s China and Hong Kong operations~~ · ~~Expanded the customer base and capabilities of the Company’s U.S. Commercial Banking department.~~
~~Salary~~	~~Mr. Yen’s 2015 base salary was $370,977. His 2016 salary will be increased by 7%, to $400,000. The Compensation Committee took into consideration external market standards and internal parity.~~
~~Performance-based Bonus~~	In the first quarter of 2016, Mr. Yen received a performance-based bonus of $196,828 related to the 2015 fiscal year. Mr. Yen’s performance-based bonus award was 105% of his 2015 target bonus and was determined based on the Company’s achievement of the corporate goals under the formula-based Performance Based Plan and on the achievement of department goals.
~~Long-Term Incentives~~	In the first quarter of 2015, Mr. Yen received an LTI award of $275,000 of restricted stock units. All the LTI equity grants are subject to a three year cliff vesting schedule. (Mr. Yen was not an NEO in 2015, so he was not awarded performance shares in 2015.) -

~~2016 EXECUTIVE COMPENSATION PROGRAM DECISIONS~~

The ~~Compensation Committee met in February 2016~~PRSUs are reported based on achievement at target level and ~~made decisions with respect~~is subject to the executive compensation program for 2016 with respect to our NEOs. Consistent with the long term strategy and risk management practices of the Company, and consistent with recent governance and compensation trends, the Company reduced the proportion of potential short term incentives and increased the proportion of potential long-term incentives. These compensation decisions, which will be described in more detail in next year’s Compensation Discussion & Analysis, are summarized follows:

~~The following salary decisions were made: Ms. Oh’s salary was adjusted to $430,000 and Mr. Yen’s salary was adjusted to $400,000, while the salaries of the other NEOs again remained unchanged.~~

Metrics for the financial objectives for the 2016 performance-based bonus plan will be earnings per share with a 50% weight, and total loan growth (excluding strategy loan sales) with a 50% weight. These goals continue to be closely tied to the strategic goals of the Company. The goals are each set with challenging targets. In order to meet the target goals set for earnings per share and loan growth, the performance of the Company ~~must be substantially better than the projected performance of peers. These financial metrics will be given an overall 75% weighting.~~

The diluted earnings per share target metric of $2.82 represents a 6% increase in diluted earnings per share. Our target increase of 6% is in line with analysts’ expectations. A threshold goal of $2.74 per share, which represents a 3% increase from 2015, has been set, at which point 50% credit for goal achievement is given; no credit is given for diluted earnings per share below this level. 200% credit is given for goal achievement if earnings reach $2.90 per share, which would represent a 9% increase in diluted earnings per share from 2015.

Continuing to increase earnings at or above the rate of our peers is a particularly challenging goal in light of the fact that we have already achieved seven consecutive years of increased earnings per share and six years in a row of record earnings. It is also challenging with the reduction to earnings from the drop in accretion income from prior failed bank purchases and increased expenses due to our Written Agreement with the Federal Reserve Bank of San Francisco dated November 9, 2015 to enhance our BSA/AML program. It is challenging for an already high-performing bank to continue to increase earnings per share faster than peers and especially in light of the factors referenced above.

The loan growth metric of $25.60 billion of loans represents an 8% increase in loans from December 31, 2015. The calculation of achievement of this loan growth metric will exclude the effect of any potential loan sales because the focus of the metric is the Company’s ability to originate loans. A threshold goal of $24.89 billion

of loans, a 5% increase, has been set, at which point 50% credit for goal achievement is given; no credit is given for loan growth below this level. 200% credit is given for goal achievement if loans reach $25.60 billion, which would represent an 8% increase in loans from 2015.

Continuing to grow loans at a faster rate than competitors is a goal we believe possible due to the bridge market focus and infrastructure the Company has built and continues to develop. Our goal is to grow loans in a safe and prudent manner while also maintaining a lower NPA/total asset ratio than our peers. Our loan growth goal should also be considered in relation to our financial metric goal of maintaining a ROA that is above peers which requires that loan growth be done with a pricing discipline to ensure that loan growth is not the result of “buying” market share.

Metrics used for strategic objectives considered under the 2016 performance-based bonus plan were set at a 25% weighting, the same as in 2015. These are not financial metrics but are important measurement tools for the Company to continue to focus on ~~its risk management practices~~ROA, ROE and core business strategies. The 25% weighting based on the achievement of risk management and strategic initiatives is tied to building the Company’s platform and positioning it for sustained growth in the future. The goals will be focused in three areas: 60% on BSA/AML and risk management, 20% on bridge banking, and 20% on talent and leadership in all areas of the Company consistent with the business model.

The BSA/AML and risk management strategic goal will be measured by the achievement of tasks under the BSA/AML written agreement with the Federal Reserve Board and the enhancement of the Bank’s overall risk management.

100% of the LTI awards granted in 2016 have challenging goals over a three-year performance period. LTI awards at 100% achievement were granted in the following amounts: Mr. Ng—$4,000,000; Mr. Krause—$350,000; Ms. Oh—$350,000; and Mr. Yen—$275,000. Due to a pre-planned retirement effective March 31, 2016, Ms. Gouw did not receive an LTI grant in 2016. The LTI awards of Messrs. Ng, Krause and Yen and of Ms. Oh are subjectTSR, relative to the ~~achievement~~Long-Term Performance Peer Group. Ms. Zhou’s PRSUs were forfeited due to the ending of ~~challenging performance metrics and performance standards as described below.~~her employment in 2020. All LTI ~~awards comply with IRC Section 162(m) and~~equity grants are subject to a ~~three year~~three-year cliff ~~vesting~~performance schedule.

The financial metrics used for 2016 LTI compensation equity grants continue to be closely tied to long-term financial performance that reflect the achievement of strategic and risk management goals of the Company to continue to build its bridge platform. In order to earn the full restricted stock unit award, the Company’s ROE, ROA and TSR must equal or exceed the 50th percentile of the 2015 Peer Group over each year of the three-year period from January 1, 2016 through December 31, 2018. The ROE and ROA goals each have a 37.5% weighting and the TSR goal has a 25% weighting. ROE, ROA and TSR at the 30th percentile results in 50% of the award being payable and the amount of the award is proportionately reduced from target for performance between the 30th and 50th percentile. No award is payable for performance below the 30th percentile. A 200% award will be given for performance at or above the 80th percentile with the award prorated between 100% at the 50th percentile and 200% at the 80th percentile.

We believe that ROE, ROA and TSR are some of the most significant metrics in measuring a bank’s long term performance and the alignment of the interests of management with those of stockholders. ROE is a direct measurement of the return on stockholders’ investment. The Company believes that for long term strategy and risk management purposes, ROA is an important and prudent metric, reflecting the Company’s achievement of its long term business model. TSR measures how much the Company’s stock price has risen or fallen over time. The new relative three-year TSR metric underscores the connection between executive pay and stockholders’ interests by measuring our ability to provide greater return to our stockholders than other regional banks. The three metrics evaluated together, help ensure the Company’s business model is sustainable and an appropriate risk/reward balance is being achieved. The target for ROE, ROA and TSR metrics is set at the 50th percentile level of the 2015 Peer Group, respectively. This is a challenging goal because of strong competition within our peer group.

~~OTHER COMPENSATION POLICIES AND INFORMATION~~

⁽¹⁾ Ms. Zhou’s employment with the Company ended on November 30, 2020.

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Other Compensation Policies and Information

In addition to adhering to the processes described in the preceding sections, the Compensation Committee maintains a strong corporate governance culture with respect to executive compensation. ItOver the years, it has adopted ~~over the years various~~ policies, including those described below, to further align executive compensation towith performance and what the Company believes is in the best interest of thestockholders.

~~Claw backs~~Stock Ownership Guidelines

The Company maintains the following stock ownership and holding guidelines for our NEOs and they are reviewed periodically by the Nominating/Corporate Governance Committee.

Chief Executive Officer: 6 times annual base salary

NEOs (other than CEO): 1 time annual base salary

NEOs have additional holding requirements for stock acquired as part of their compensation. NEOs shall hold until retirement at least 51% of any stock acquired upon the exercise of stock options (net of taxes and net of the grant price paid) and at least 51% of any stock received upon vesting (net of taxes) of restricted stock or restricted stock units.

The Nominating/Corporate Governance Committee reviews compliance with the guidelines annually, and all NEOs met the stock ownership and holding guidelines for 2020.

Clawbacks for Any Restatement; Executive Compensation Recovery Policy

The Company has adopted an Executive Compensation Recovery Policy for our NEOs, which was approved by the Compensation ~~Committee.~~Committee in 2012. Under this policy, all annual performance-based bonus payments and annual LTI awards ~~will~~that are based upon the Company’s financial performance may be subject to ~~claw back~~clawback in the event of a restatement of the Company’s financial ~~statements on which~~statements. The clawback will be required without regard for the ~~performance bonus payments are based. The officer~~reason of the restatement, and the affected officers will be required to repay the Company the amount of any incentive payment or incentive award received in excess of what would have been paid based on the restated numbers. ~~The claw back will be required without regard to the reason for the restatement.~~

Trading Restrictions; No Hedging or Pledging of Common Stock

As ~~set forth~~provided in the Company’s Insider Trading Policy, it is against Company policy for ~~all employees,~~any employee, including ~~its~~any executive~~officers,~~ officer, to engage in speculative transactions in Company securities, which include but are not limited to trades in puts or calls in Company securities or selling Company securities short. In addition, under our ~~Governance Guidelines,~~Insider Trading Policy, it is ~~also~~ against Company policy for NEOs to pledge ~~their~~ shares of common stock in the ~~Company.~~Company for any purpose.

No Tax Gross Ups

We do not provide for any tax gross ups of excise or other taxes on severance payments or in connection with a change in control.

~~Tax Deductibility of Executive Compensation~~

Section 162(m) of the Code generally limits the tax deductibility of compensation paid by a public company to its CEO and certain other highly compensated executive officers to $1 million in the year the compensation becomes taxable to the executive. There is an exception to the limit on deductibility for performance-based compensation meeting certain requirements. Although the Company does consider the impact of this rule when making compensation decisions, Company policy does not require all executive compensation to be tax-deductible. In the interest of flexibility and overall benefit for the Company’s stockholders, the Compensation Committee will continue to facilitate the awarding of responsible but adequate executive compensation while taking advantage of Section 162(m) whenever feasible. The Company believes that all performance-based compensation paid in 2015 and that will be paid pursuant to compensation decisions made in 2015 will be deductible under Section 162(m).

~~Outreach to Stockholders~~

The Compensation Committee regularly reaches out to stockholders to solicit their views on our executive compensation program and to make management available to answer questions or address concerns based on publicly- available information. Our compensation policies and practices continue to evolve based on this input, our review of correspondence submitted by stockholders to our Board and management, our review of market practice, our consideration of the advice of the Compensation Committee’s independent compensation consultant, our review of reports issued by proxy advisory firms and the results of the most recent annual “Say-on-Pay” vote by stockholders.

Compensation Program Risk Analysis

The Compensation Committee ~~reviewed~~reviews the Company’s compensation policies and practices for our NEOs ~~as well as the incentive plans for~~and other ~~employees and~~employees. The Compensation Committee has determined that our incentive compensation programs are not reasonably likely to have a material adverse effect on the Company. To conduct this review, the Company ~~completed~~annually completes an inventory of its incentive compensation plans and policies. This evaluation ~~covered~~covers a wide range of practices and policies including: the balanced mix between pay ~~elements, short term~~elements; short-term and ~~long term programs,~~long-term programs; caps on incentive ~~payouts,~~payouts; governance controls in place to establish, review and approve ~~goals,~~goals; use of multiple performance ~~measures,~~measures; Compensation Committee discretion on individual ~~awards,~~awards; use of ~~stock ownership guidelines,~~Stock Ownership Guidelines; use and provisions in severance/change of control ~~policies,~~policies; use of the Executive Compensation Recovery Policy, and Compensation Committee oversight of compensation programs.

~~As described in the report below, the~~

The Compensation Committee, ~~also evaluated,~~ along with the independent compensation consultant, agreed that the Company’s ~~Chief Risk Officer, the conformity of the criteria and targets of our~~ compensation ~~program with the risk profile of the Company and whether the proposed goals or the structure of the awards might have the inadvertent effect of encouraging~~programs do not motivate excessive ~~risk or other undesirable~~risk-taking behavior.

~~REPORT BY COMPENSATION COMMITTEE~~

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Compensation Committee Report

The following Compensation Committee Report is not deemed ~~filed~~to be “soliciting material,” or to be “filed” with the SEC and is not to be incorporated by reference ~~into~~in any other ~~document, including~~filing of the ~~Company’s filings~~Company under the Securities Act ~~of 1933~~ or the ~~Securities~~ Exchange Act, whether made before or after the date hereof and irrespective of ~~1934,~~any general incorporation language in any such filing, except tothe extent the Company specifically incorporates this Report into any such filing by reference.

The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis. Based upon this review and our discussions, the East West Bancorp, Inc. Compensation Committee recommended to the Board that the Compensation Discussion and Analysis ~~section~~ be included in this ~~2016~~ Proxy Statement and be ~~included~~incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2020.

	THE COMPENSATION COMMITTEE

	Jack C. Liu, Chairman
	~~Rudolph I. Estrada~~Molly Campbell
	~~Keith W. Renken~~

~~COMPENSATION OF NAMED EXECUTIVE OFFICERS~~Lester M. Sussman

Table of Contents

The NEOs only receive compensation for services as executive officers and employees of the Bank, and no separate compensation is paid for their services to the Company. The table below and the accompanying footnotes summarize the ~~2015, 2014~~2020, 2019, and ~~2013~~2018 compensation for the ~~NEOs (other than Mr. Yen for whom only 2015 compensation is shown as Mr. Yen was not a named executive officer in 2014 or 2013):~~NEOs.

~~Summary Compensation Table~~

Summary Compensation Table

Name and Principal
Position Year Salary
($) Bonus
($) Stock
Awards
($)⁽¹⁾ Option
Awards
($) Non-Equity
Incentive Plan
Compensation
($)⁽²⁾ Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)⁽³⁾ All Other
Compensation
($) (4) Total
($)

Dominic Ng 2015 $ 1,000,000 $ - $ 4,119,935 $ - $ 3,810,000 ⁽⁵⁾ $ - $ 110,586 $ 9,040,521
Chairman and Chief 2014 1,000,000 - 3,249,986 - 1,540,000 - 69,984 5,859,970
Executive Officer 2013 1,000,000 - 2,250,000 - 2,401,500 - 59,770 5,711,271

Julia S. Gouw 2015 $ 601,005 $ - $ 669,511 $ - $ 1,957,518 ⁽⁵⁾ $ - $ 14,237 $ 3,242,271
President and Chief 2014 598,088 - 499,981 - 912,693 - 10,882 2,021,644
Operating Officer 2013 580,667 - 600,000 - 934,184 - 18,248 2,133,099

Douglas P. Krause 2015 $ 375,000 $ - $ 231,784 $ - $ 214,875 $ 292,863 $ 25,461 $ 1,139,983
Executive Vice President, 2014 372,500 - 199,985 - 280,000 259,844 8,873 1,121,202
Chief Risk Officer, 2013 356,667 - 200,000 - 361,908 230,162 10,243 1,158,980
General Counsel and
Corporate Secretary

Irene H. Oh 2015 $ 403,090 $ - $ 257,501 $ - $ 366,257 $ - $ 13,475 $ 1,040,323
Executive Vice President 2014 387,500 - 199,985 - 395,000 - 9,800 992,285
and Chief Financial Officer 2013 359,228 - 225,000 - 376,988 - 18,131 979,347

Andy Yen 2015 $ 370,977 $ - $ 274,976 $ - $ 196,828 $ - $ 46,433 $ 889,214
Executive Vice President
and Head of International
Business Banking,
Commercial Banking

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($) ⁽¹⁾		Option Awards ($)		Non-Equity Incentive Plan Compensation ($) ⁽²⁾		All Other Compensation ($) ⁽³⁾		Total ($)

Dominic Ng		2020	$	1,275,000		—	$	4,487,082		—	$	1,034,025	$	137,668	$	6,933,775
Chairman and Chief		2019		1,262,308		—		5,100,074		—		930,750		120,109		7,413,241
Executive Officer		2018		1,200,000		—		4,670,788		—		1,621,200		95,696		7,587,684

Irene H. Oh		2020		635,524		—		749,529		—		414,324		22,012		1,821,389
Executive Vice President		2019		608,154		—		822,634		—		400,644		14,985		1,846,417
and Chief Financial Officer		2018		534,423		200,000		728,291		—		495,220		41,029		1,998,963

Douglas P. Krause		2020		516,692		—		560,159		—		439,088		41,932		1,557,871
Vice Chairman and Chief		2019		496,615		—		617,481		—		324,400		32,984		1,471,480
Corporate Officer		2018		469,615		—		520,791		—		434,419		29,856		1,454,681

Andy Yen		2020		442,261		—		281,089		—		198,423		35,307		957,080
Executive Vice President		2019		431,294		—		309,751		—		176,132		32,273		949,450
and Head of International		2018		411,698		—		240,641		—		219,335		39,357		911,031
and Commercial Banking

Gary Teo		2020		361,685		—		282,057		—		197,179		36,727		877,648
Senior Vice President		2019
and Head of Human Resources		2018

Catherine Zhou ⁽⁴⁾		2020		625,519		—		500,358		—		—		83,946		1,209,823
Former Executive Vice		2019		666,200		—		502,067		—		600,073		64,550		1,832,890
President, Head of Consumer		2018		650,000		—		554,554		—		675,480		5,875		1,885,909
Banking and Digital Banking

(1)

Represents the aggregate grant date fair values of the RSUs and performance-based RSUs granted in ~~2015, 2014,~~2020, 2019, and ~~2013~~2018 in accordance with ~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)~~FASB ASC Topic No. 718,Compensation—Stock ~~Compensation~~.Compensation. See the Company’s Annual Report on Form 10-K, Note 1513 - Stock Compensation Plans to the Company’s Consolidated Financial Statements for the year ended December 31, ~~2015~~2020 on the Company’s accounting for share-based compensation plans. With the exception of Mr. ~~Andy Yen’s restricted stock unit~~Teo’s 2020 RSU awards, Ms. Zhou’s 2018 RSU awards and the broad employee RSU grant, all ~~of the~~ other ~~NEO’s~~NEO equity awards are performance-based ~~awards~~ with payouts that depend on the probable outcome of the performance criteria and the price of the Company’s common stock on the award certification date. For the 2020 performance-based RSUs, assuming that the highest level of performance conditions will be achieved, the grant date fair value of the maximum awards for the NEOs would be as follows: Mr. Ng $7,860,064, Ms. Oh $1,310,011, Mr. Krause $978,141, Mr. Yen $489,071, and Ms. Zhou $873,340.

(2)

Represents incentive compensation ~~received~~earned under our Performance-Based Bonus Plan in ~~2016, 2015~~2021, 2020, and ~~2014~~2019 related to ~~fiscal~~ years ~~2015, 2014~~2020, 2019, and ~~2013,~~2018, respectively.

(3)

~~Includes the year-to-date change in the actuarial present value of the accumulated benefit under the SERP.~~

~~(4)~~

~~2015 “All Other Compensation” includes:~~

	Includes: Mr. Ng:	(i) ~~Vacation cash-out of $56,731, (ii)~~ Financial planning and administrative services of ~~$38,695~~$46,000, (ii) Vacation cash-out $71,106 , (iii) Company’s contributions under its 401(k) Plan of $17,100 and (iv) auto usage of $3,462; Ms. Oh: (i) Vacation cash-out $4,912 and (ii) Company’s contributions under its 401(k) Plan of $17,100; Mr. Krause: (i) Company’s contributions under its 401(k) Plan of $13,894 and (ii) Vacation cash-out $28,038; Mr. Yen: (i) Car allowance of $18,000, (ii) Vacation cash-out of $3,413 and (iii) Company’s contributions under its 401(k) ~~plan~~Plan of ~~$11,925.~~
	~~Ms. Gouw:~~	~~(i) Company’s contributions under its 401(k) plan of $11,925.~~
	$13,894; Mr. ~~Krause:~~	Teo: (i) Vacation cash-out of ~~$15,865~~$19,627 and (ii) Company’s contributions under its 401(k) ~~plan~~Plan of ~~$9,596.~~
	$17,100; Ms. ~~Oh:~~	Zhou: (i) Vacation cash-out of $80,856 and (ii) Company’s contributions under its 401(k) ~~plan~~Plan of ~~$11,925.~~
	~~Mr. Yen:~~	~~(i) Car allowance of $18,692, (ii) Vacation cash-out of $15,994 and (iii)~~$3,090. These amounts reflect the Company’s ~~contributions under its 401(k) plan of $11,890.~~actual costs to provide the perquisites or other personal benefits to the NEOs.

~~Any perquisites that were not disclosed above did not individually exceed $10,000.~~

(4)

~~(5)~~

~~Includes performance-based cash~~Ms. Zhou's employment with the Company ended on November 30, 2020. All of the unvested stock awards ~~of $2,500,000 and $1,250,000 for Mr. Ng and~~granted to Ms. ~~Gouw, respectively, which~~Zhou were paid in October 2015 and approved in July 2011. Refer to “Compensation Discussion and Analysis – Section One – Overview and Executive Summary – Elements of Compensation: Performance-Based Bonus in the Proxy Statement for Annual Meeting of Stockholders held on May 22, 2012 for additional information.forfeited.

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The table below summarizes ~~the~~all plan-based awards granted by the Compensation Committee to the NEOs in ~~2015:~~2020.

~~2015 Grants of Plan-Based Awards~~

Grants of Plan-Based Awards

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾						All Other Stock Awards: Number of Shares of		Grant Date Fair			Estimated Future Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards ⁽²⁾						All Other Stock Awards:
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Stock or Units (#)⁽³⁾		Value of Equity Award ($)⁽⁴⁾		Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Number of Shares of Stock or Units ⁽³⁾ (#)		Grant Date Fair Value of Equity Award ($) ⁽⁴⁾
Dominic Ng	2/27/2015	$	500,000	$	1,000,000	$	2,000,000		50,063		100,126		200,252		-		4,119,935	01/24/2020														41		2,018
																		03/04/2020		637,500		1,275,000		2,550,000		56,363		112,726		225,452		—		4,485,064
Julia S. Gouw	2/27/2015		300,503		601,005		1,202,010		8,136		16,271		32,542		-		669,511

Irene H. Oh																		01/24/2020														41		2,018
																		03/04/2020		255,440		510,880		1,021,760		9,394		18,788		37,576		—		747,511

Douglas P. Krause	2/27/2015		112,500		225,000		450,000		2,817		5,633		11,266		-		231,784	01/24/2020														41		2,018
																		03/04/2020		208,000		416,000		832,000		7,015		14,029		28,058		—		558,141
Irene H. Oh	2/27/2015		121,680		243,360		486,720		3,129		6,258		12,516		-		257,501

Andy Yen	2/27/2015		93,750		187,500		375,000		-		-		-		6,883		274,976	01/24/2020														41		2,018
																		03/04/2020		110,925		221,850		443,700		3,508		7,015		14,030		—		279,071

Gary Teo																		01/24/2020														41		2,018
																		03/04/2020		—		182,000		—		—		—		—		7,015		280,039

Catherine Zhou ⁽⁵⁾																		01/24/2020														41		2,018
																		03/04/2020		341,445		682,890		1,365,780		6,263		12,526		25,052		—		498,340

(1)

These grants show the potential payment for our NEOs under our formula-based Performance-Based Bonus Plan. Additional information regarding the Performance-Based Bonus Plan is discussed in the section ~~“Compensation~~“Compensation Discussion and Analysis ~~– 2015~~- 2020 Compensation Decisions for Named Executive ~~Officers”~~Officers” in this Proxy Statement. The actual payments the NEOs received are based upon the performance attained and are included in the Non-Equity Incentive Plan Compensation column in the ~~“Summary~~“Summary Compensation ~~Table”~~Table” above.

(2)

Represents performance-based RSUs that cliff vest on ~~February 27, 2018,~~March 4, 2023, assuming that the employee remains employed through such date. Vesting is subject to meeting pre-established performance goals over multiple performance periods with the last performance period ending on December 31, ~~2017.~~2022. Dividends are accrued and paid at the time of vesting.

Actual payout may range from zero to the maximum number of performance-based RSUs. Awards will be paid out 100% in stock in a number of shares equal to the number of performance-based RSUs vested. The target units represent the target number of performance-based RSUs granted on the grant date, and the Company’s TSR, ROA and ROE performance at the 50^th50th percentile compared to the ~~2015 Peer Group~~performance of the banks comprising the KRX for each year, representing a payout of 100%. Threshold units represent the Company’s TSR, ROA and ROE performance at the 30^th30th percentile compared to the ~~2015 Peer Group~~KRX for each year, resulting in a payout of 50% of the target number of performance-based RSUs. Maximum units represent the Company’s TSR, ROA and ROE performance at the 80^th80th percentile and above compared to the ~~2014 Peer Group~~banks comprising the KRX for each year, resulting in a payout of 200% of the target number of performance-based RSUs. The actual percentage payout would be linearly interpolated between the 30^th30th percentile of the TSR, ROA and ROE performance (50% payout), the 50^th50th percentile of the TSR, ROA and ROE performance (100% payout) and the 80^th80th percentile of the TSR, ROA and ROE performance (200% payout). TSR is weighted at 25%, ROA and ROE are weighted equally at 37.5% each.

(3)

~~Represents~~Represent RSUs ~~that~~granted on January 24, 2020 as part of the all employee Spirit of Ownership Program and Mr. Teo’s RSUs granted on March 4, 2020. All RSUs cliff vest ~~on February 27, 2018 assuming that~~three years from the ~~employee remains employed through such date. There is no performance goal on these RSUs.~~date of grant.

(4)

The assumptions applied in determining the grant date fair value are the same as those set forth in footnote 1 to the “Summary Compensation ~~Table.~~Table” above.

(5)	Ms. Zhou's employment with the Company ended on November 30, 2020. All of unvested plan-based awards granted to Ms. Zhou have been forfeited.

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The table below sets forth the outstanding equity awards held by the NEOs as of December 31, ~~2015.~~2020. There were no outstanding option ~~awards.~~awards held by NEOs as of December 31, 2020. With the exception of the broad-based employee RSUs granted on February 16, 2018, February 4, 2019, and March 4, 2020, and Mr. ~~Andy Yen’s outstanding restricted stock unit awards,~~Teo’s 2020 RSUs granted on March 4, 2020, all of the outstanding equity awards are performance-based awards with payouts that depend on the outcome of the performance criteria and the price of the Company’s common stock on the award certification date. The performance-based awards have a term of three years and will vest based on the achievement of the applicable performance criteria.

~~Outstanding Equity Awards at December 31, 2015~~

Outstanding Equity Awards at Year-End

Stock Awards
Name Grant Date Number of
Shares or Units
of Stock That
Have Not
Vested (#)⁽¹⁾ Market Value
of Shares or
Units of Stocks
That Have Not
Vested ($) ⁽²⁾ Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested (#) Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares or Units
of Stocks That
Have Not
Vested ($)⁽²⁾
Dominic Ng 3/7/2013 89,109 ⁽³⁾ $ 3,703,370 - $ -
3/7/2014 117,594 ⁽⁴⁾ 4,887,207 58,796 ⁽⁴⁾⁽⁵⁾ 2,443,562
2/27/2015 63,998 ⁽⁶⁾ 2,659,757 133,502 ⁽⁵⁾⁽⁶⁾ 5,548,343

Julia S. Gouw 3/7/2013 23,762 ⁽³⁾ $ 987,549 - $ -
3/7/2014 18,091 ⁽⁴⁾ 751,862 9,046 ⁽⁴⁾⁽⁵⁾ 375,952
2/27/2015 10,400 ⁽⁶⁾ 432,224 21,695 ⁽⁵⁾⁽⁶⁾ 901,644

Douglas P. Krause 3/7/2013 7,920 ⁽³⁾ $ 329,155 - $ -
3/7/2014 7,236 ⁽⁴⁾ 300,728 3,618 ⁽⁴⁾⁽⁵⁾ 150,364
2/27/2015 3,601 ⁽⁶⁾ 149,658 7,511 ⁽⁵⁾⁽⁶⁾ 312,157

Irene H. Oh 3/7/2013 8,911 ⁽³⁾ $ 370,341 - $ -
3/7/2014 7,236 ⁽⁴⁾ 300,728 3,618 ⁽⁴⁾⁽⁵⁾ 150,364
2/27/2015 4,000 ⁽⁶⁾ 166,240 8,344 ⁽⁵⁾⁽⁶⁾ 346,777

Andy Yen 3/7/2013 - $ - 6,601 ⁽⁷⁾ $ 274,338
3/7/2014 - - 6,784 ⁽⁷⁾ 281,943
2/27/2015 - - 6,883 ⁽⁷⁾ 286,057

		Stock Awards
Name	Grant Date	Number of Shares or Units of Stock That Have Not Vested (#) ⁽¹⁾			Market Value of Shares or Units of Stocks That Have Not Vested ($) ⁽²⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) ⁽²⁾
Dominic Ng	02/16/2018		30	⁽³⁾		1,521		—			—
	03/08/2018		110,825	⁽⁴⁾		5,619,936		—			—
	02/04/2019		39	⁽³⁾		1,978		—			—
	03/06/2019		108,654	⁽⁵⁾		5,509,868		62,200	⁽⁵⁾⁽⁷⁾		3,154,162
	01/24/2020		41	⁽³⁾		2,079		—			—
	03/04/2020		74,916	⁽⁶⁾		3,798,990		150,302	⁽⁶⁾⁽⁷⁾		7,621,814

Irene H. Oh	02/16/2018		30	⁽³⁾		1,521		—			—
	03/08/2018		17,241	⁽⁴⁾		874,291		—			—
	02/04/2019		39	⁽³⁾		1,978		—			—
	03/06/2019		17,490	⁽⁵⁾		886,904		10,012	⁽⁵⁾⁽⁷⁾		507,709
	01/24/2020		41	⁽³⁾		2,079		—			—
	03/04/2020		12,487	⁽⁶⁾		633,216		25,051	⁽⁶⁾⁽⁷⁾		1,270,336

Douglas P. Krause	02/16/2018		30	⁽³⁾		1,521		—			—
	03/08/2018		12,315	⁽⁴⁾		624,494		—			—
	02/04/2019		39	⁽³⁾		1,978		—			—
	03/06/2019		17,490	⁽⁵⁾		886,904		7,510	⁽⁵⁾⁽⁷⁾		380,832
	01/24/2020		41	⁽³⁾		2,079		—			—
	03/04/2020		9,324	⁽⁶⁾		472,820		18,706	⁽⁶⁾⁽⁷⁾		948,581

Andy Yen	02/16/2018		30	⁽³⁾		1,521		—			—
	03/08/2018		5,665	⁽⁴⁾		287,272		—			—
	02/04/2019		39	⁽³⁾		1,978		—			—
	03/06/2019		6,559	⁽⁵⁾		332,604		3,755	⁽⁵⁾⁽⁷⁾		190,416
	01/24/2020		41	⁽³⁾		2,079		—			—
	03/04/2020		4,663	⁽⁶⁾		236,461		9,354	⁽⁶⁾⁽⁷⁾		474,341

Gary Teo	02/16/2018		30	⁽³⁾		1,521		—			—
	03/08/2018		4,439	⁽⁴⁾		225,102		—			—
	02/04/2019		39	⁽³⁾		1,978		—			—
	03/06/2019		5,632	⁽⁵⁾		285,599		—			—
	01/24/2020		41	⁽³⁾		2,079		—			—
	03/04/2020		7,015	⁽⁶⁾		355,731		—			—

Catherine Zhou ⁽⁸⁾			—			—		—			—

(1)

Represents grants of performance-based RSUs. The vesting of the performance-based RSUs is subject to meeting the three-year service condition from the grant date and pre-established performance goals in each of the three years ending December 31 of the respective ~~fiscal~~ year. Dividends are accrued on the performance RSUs and paid at the time of vesting.

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(2)	The amounts shown represent the number of shares or units shown in the column immediately to the left multiplied by the closing price on December 31, ~~2015~~2020 of the Company’s common stock as reported on ~~NASDAQ,~~Nasdaq, which was ~~$41.56.~~ $50.71.


(3)	Reflects RSUs that will cliff vest three years from the date of grant, assuming that the employee remains employed through such date

(4)	This ~~performance-based~~equity granted on March 8, 2018 cliff vested on March 8, 2021.

	(5)	This equity RSU granted on March ~~7, 2013 cliff vested on March 7, 2016.~~

~~(4)~~	~~This performance-based RSU granted on March 7, 2014~~6, 2019 cliff vests on March ~~7, 2017,~~6, 2022, assuming that the employee remains employed through such date.

(6)

This equity granted on March 4, 2020 cliff vests on March 4, 2023, assuming that the employee remains employed through such date.

~~(5)~~

~~The ultimate~~(7)

Reflects the maximum potential payout, but the actual number of shares ultimately paid out may vary from the amount shown on the table, with the possibility of payout, ranging from no payout to maximum payout depending on the outcome of the performance criteria.


~~(6)~~(8)	~~This performance-based RSU~~Ms. Zhou's employment with the Company ended on November 30, 2020. All the unvested shares granted ~~on February 27, 2015 cliff vests on February 27, 2018, assuming that~~to Ms. Zhou were forfeited. As a result of the ~~employee remains employed through such date.~~

~~(7)~~	Includes RSUs granted on March 7, 2013, 2014 and February 27, 2015 that cliff vested or will cliff vest on March 7, 2016, 2017 and February 27, 2018, respectively, assuming that the employee remains employed through such date.forfeiture of Ms. Zhou’s unvested shares, she had no outstanding equity awards at year-end.

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The following table summarizes, for the NEOs, the option exercises and stock awards vested during ~~2015.~~2020. The amounts reflected below show the number of shares acquired at the time of exercise or vesting, as applicable. The amounts reported as value realized are shown on a before-tax ~~basis:~~basis.

~~Option Exercises and Stock Vested in the 2015 Fiscal Year~~

Option Exercises and Stock Vested

Option Awards Stock Awards
Name Number of
Shares Acquired
on Exercise (#) Value Realized
on
Exercise ($) Number of
Shares Acquired
on Vesting (#) Value Realized
on Vesting ($) ⁽¹⁾
Dominic Ng - $ - 90,703 $ 3,672,564
Julia S. Gouw - - 27,211 1,101,773
Douglas P. Krause - - 7,936 321,329
Irene H. Oh - - 9,071 367,285
James T. Schuler - - 11,338 459,076

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) ⁽¹⁾
Dominic Ng		—		—		122,102		4,936,584
Irene H. Oh		—		—		10,685		431,995
Douglas P. Krause		—		—		10,685		431,995
Andy Yen		—		—		8,700		351,741
Gary Teo		—		—		3,847		155,534
Catherine Zhou ⁽²⁾		—		—		33,135		1,112,342

(1)

The amount represents the number of shares vested multiplied by the closing price of the Company’s common stock on the ~~NASDAQ~~Nasdaq on the vesting date. It excludes any reduction in value associated with the cancellation of shares ~~to satisfy taxes.~~for tax withholding purposes.

(2)

Ms. Zhou's employment with the Company ended on November 30, 2020.

The following table summarizes information about NEO participation in our nonqualified Deferred Compensation Plan, which is described on page 39 above, in the “Retirement Programs and Perquisites” section. In 2020, there were no contributions made by the Company to the Deferred Compensation Plan for the benefit of any NEOs. Mr. Yen was the only NEO who participated in the Deferred Compensation Plan during 2020.

Nonqualified Deferred Compensation Table

Name	Executive Contributions in 2020 ($) ⁽¹⁾		Registrant Contributions in 2020 ($)		Aggregate Earnings in 2020 ($) ⁽²⁾		Aggregate Withdrawals / Distributions ($)		Aggregate Balance at December 31, 2020 ($)
Dominic Ng		—		—		—		—		—
Irene H. Oh		—		—		—		—		—
Douglas P. Krause		—		—		—		—		—
Andy Yen		88,066		—		25,964		—		867,989
Gary Teo		—		—		—		—		—
Catherine Zhou ⁽³⁾		—		—		—		—		—

(1)

The amounts included in this column are included in the Summary Compensation Table for 2020 as “Salary.”

(2)

Reflects hypothetical or “notional” gains on account balances based on the NEO’s selected investments.

(3)

Ms. Zhou's employment with the Company ended on November 30, 2020.

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Retirement Plans

We have two retirement plans. Our 401(k) Plan ~~(the “401(k) Plan”)~~ is a qualified retirement plan under the Internal Revenue Code of 1986, as amended (the “Code”), and is open to all employees of the Company and its subsidiaries with at least three months of service.

We also have a Supplemental Executive Retirement Plan (“SERP”) which was established in 2001 in order to provide supplemental retirement benefits to certain employees whose contributions to the 401(k) Plan are limited under applicable Internal Revenue Service regulations. The SERP was also intended as a retention incentive to ensure the continued employment of the officers participating in the plan. ~~At the present time, only one NEO (Chief Risk Officer and General Counsel Douglas P. Krause) is accruing benefits under~~As of December 31, 2020, none of our NEOs were participants in the SERP.

~~The following table presents certain information concerning pension benefits for the NEOs under the Company’s SERP:~~

~~Pension Benefits for the 2015 Fiscal Year~~

Name Plan Name Number of Years
of Credited
Service (#) Present
Value of
Accumulated
Benefit ($) Payments
During Last
Fiscal Year ($)
Julia S. Gouw Supplemental Executive Retirement Plan 19 $ 4,093,657 $ 292,223
Douglas P. Krause Supplemental Executive Retirement Plan 19 2,020,647 -

In 2001, the Board designated certain employees as eligible to participate in the SERP. Of the NEOs, Ms. Gouw and Mr. Krause are the only current participants in the SERP. Benefits under the SERP include income generally payable either commencing upon a designated retirement date until age 80 or in a discounted lump sum if previously elected on or prior to December 31, 2008. A participant will be entitled to a projected benefit equal to 50% of his or her 2001 total compensation, adjusted 3% per year for cost of living. The designated retirement date is the 20thanniversary of employment by the Company and early retirement after 15 years is permitted with lower benefits. Upon a termination of employment for “cause” prior to completing 15 years of service and prior to a change in control, the participant forfeits all benefits. SERP benefits begin to vest after 15 years of service; however vesting accelerates to 100% upon a change in control of the Company. The participant is entitled to all vested benefits in the case of a termination without “cause.” When the SERP was established, the Company purchased life insurance contracts on the participants in order to finance the cost of these benefits. Due to the tax-advantaged effect of this life insurance investment, the return on the life insurance contracts will be approximately equal to the accrued benefits to the participants under the SERP, other than in the event of accelerated vesting because of a change of control. Additionally, asAs part of the life insurance contracts purchased when the SERP was established, beneficiaries of the SERP participants would be entitled to a death benefit. ~~As of December 31, 2015, beneficiaries of the SERP participants would be entitled to death benefits of $21,580,000 for Mr. Ng, $4,143,681 for Ms. Gouw, and $7,740,000 for Mr. Krause.~~ Although Mr. Ng isand Mr. Krause are not currently ~~a participant~~participants in the SERP, heeach was at the time it was established in 2001 and death benefits for ~~his beneficiary~~their beneficiaries remain in effect.

When Ms. Gouw retired from the Company on December 31, 2008, she had 19 years of service under theSERP and was eligible for early retirement under the SERP. Ms. Gouw is currently receiving distributions under the SERP. Ms. Gouw came out of retirement on November 30, 2009, to become the President and COO of the Company following the transformational acquisition of the operations of United Commercial Bank. Under the terms of the SERP, she continues to receive the annual distributions whether or not she is an active employee of the Company or any other company.

~~Mr. Krause had 19 years of service under the SERP as of December 31, 2015.~~ As of December 31, ~~2015, the present value~~2020, Mr. Ng’s beneficiaries would be entitled to death benefits of ~~the future benefit~~$21,580,000 and Mr. Krause’s beneficiaries would be entitled to death benefits of $7,740,000 under the ~~SERP after the 20~~th~~anniversary of employment calculated using an 8% discount rate, pursuant to the SERP documents, was $2,152,962 for Mr. Krause.~~SERP.

The SERP is an unfunded non-qualified plan, which means that the participants have no rights under the SERP beyond those of a general creditor of the Company, and there are no specific assets set aside by the Company in connection with the plan. There are accordingly, no assurances to the participants that upon retirement the Company will be able to pay the accrued benefits. The SERP is not an employment contract. There are no other Company plans that provide for specified retirement benefits, excluding those executives covered under the SERP and the 401(k) Plan.

Employment Agreements and Potential Payments ~~Upon~~upon Termination or Change in Control

The Bank, the Company’s principal subsidiary, has entered into employment agreements with ~~certain of~~ the NEOs. This is intended to ensure that the Bank will be able to maintain a stable and competent management base.

~~CEO~~Chief Executive Officer

The Bank entered into an employment agreement with its CEO, Mr. Ng, in June 1998 in connection with the sale of the Bank by its prior ~~stockholders. This employment agreement~~stockholders (the “Ng Employment Agreement”). The Ng Employment Agreement was reapproved by the Board and amended on March ~~1, 2016~~4, 2020 to provide for a termination date of March ~~1, 2019.~~4, 2023. In addition to a base salary and bonus to be determined annually, the employment agreement provides for, among other things, use of a Company car, participation in stock benefit plans and other fringe benefits applicable to executive personnel and four weeks paid vacation per year.

In the event the Bank chooses to terminate Mr. Ng’s employment for any reason other than for ~~cause~~Cause (as defined in the ~~employment agreement)~~Ng Employment Agreement), or in the event of Mr. Ng’s resignation from the Bank upon (i) failure to re-elect him to his current offices; (ii) a material change in functions, duties or responsibilities; (iii) a relocation of his principal place of employment by more than 25 miles; (iv) liquidation or dissolution of the Bank; (v) a breach of the employment agreement by the Bank; or (vi) his death or permanent disability, Mr. Ng, or, in the event of death, his beneficiary, would be entitled to receive an amount equal to the greater of (i) the remaining payments due to him and the contributions that would have been made on his behalf to any employee benefit plans of the Bank during the remaining term of the employment agreement ~~and~~or (ii) three times the base salary currently in effect plus three times the preceding year’s ~~bonus.~~bonus payable in a lump sum.

Under the assumption that Mr. Ng’s employment with the Company was terminated on December 31, ~~2015~~2020, for any reason other than ~~cause,~~Cause, he would be entitled to receive severance payments totaling ~~$7,047,012.~~$7,025,637. Also, if Mr. Ng’s employment with the Company was terminated for any reason other than ~~cause,~~Cause, his outstanding and unvested stock options (if any), time-based and performance-based RSUs would become fully vested. If Mr. Ng’s employment with the Company was terminated on December 31, 2020, for any reason other than ~~cause on December 31, 2015,~~Cause, the market value of his RSUs, which would accelerate in vesting, ~~is $19,242,239, respectively.~~was $20,322,361 based on the closing price of the Company’s common stock as of that date.

~~There~~Chief Financial Officer

On December 21, 2016, the Bank entered into an Executive Employment Agreement with its Chief Financial Officer, Ms. Oh (the “Oh Employment Agreement”). The Oh Employment Agreement, effective as of December 21, 2016, has an initial term of two years and is ~~no employment contract with Mr. Ng~~subject to annual renewal thereafter as may be agreed by the Bank’s Board of Directors and Ms. Oh. The Oh Employment Agreement was reapproved by the Board and amended on December 21, 2020 to provide for a termination date of December 21, 2021.

The Oh Employment Agreement provides that ~~provides~~Ms. Oh will receive an annual base salary, subject to periodic review and increase, and will be eligible to participate in an annual performance-based bonus plan. However, any actual bonus for any ~~payments~~given year will be determined and paid in accordance with the Bank’s annual bonus plan arrangements applicable to senior executives generally. Ms. Oh will also be eligible to receive annual stock grants as approved by the Board. In addition, Ms. Oh will be entitled to participate in all employee benefit plans and perquisite arrangements available to senior executives of the Bank and shall receive reimbursement of reasonable business expenses. Ms. Oh’s employment with the Bank may be terminated by the Bank with or ~~early vesting~~without Cause (as defined in the Oh Employment Agreement), in the event of ~~any stock options,~~disability (as defined in the Oh Employment Agreement) or ~~any RSUs upon a change of control.~~death.

~~President and COO~~49

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The Bank may terminate Ms. ~~Gouw does~~Oh’s employment with the Bank at any time without Cause, for any reason or no reason at all, upon one month advance written notice. In addition, it shall be considered termination without Cause by the Bank if (i) Ms. Oh terminates her employment for Just Reason (as defined in the Oh Employment Agreement) or if (ii) without Ms. Oh’s consent, (a) the Oh Employment Agreement is not, ~~have an employment agreement~~whether initially or with respect to any ~~other agreement providing her with severance~~subsequent renewal period, renewed or ~~any other payments in connection with her termination or~~approved by the Bank’s Board (other than in connection with a ~~change of control~~for Cause event), and (b) within one month following the end of the ~~Company.~~then-current employment term, Ms. Oh resigns from the Bank.

~~CFO~~In the event of termination of Ms. Oh’s employment by the Bank without Cause, and contingent upon Ms. Oh’s execution and non-revocation of a general release of claims, the Bank shall pay to Ms. Oh the following: (i) a single lump sum amount consisting of an amount equal to two times of Ms. Oh’s then annual base salary and an amount equal to the annual cash bonus payout last received by Ms. Oh; and (ii) any annual bonus earned but unpaid with respect to a performance year ending on or preceding the date of termination. Under the assumption that Ms. Oh’s employment with the Company was terminated on December 31, 2020, for any reason other than Cause, she would be entitled to receive severance payments totaling $1,691,524.

In addition, any equity awards would continue to vest according to the grant date schedules, provided that performance RSUs will be settled based on performance unit goal achievement, except that if such termination of employment occurs within two years after a Change of Control (as defined in the Oh Employment Agreement), any performance RSUs will be settled as follows: (i) any RSUs for which the performance period has lapsed will continue to vest based on performance unit goal achievement, and (ii) any RSUs for which the performance period has not lapsed will be converted into time-based units based on the target performance level. The outstanding equity awards held by Ms. Oh ~~does not~~as of December 31, 2020 are disclosed in the table on page 46 under “Outstanding Equity Awards at Year-End.”

In the event of a termination of Ms. Oh’s employment as the result of her death or due to disability, Ms. Oh or her beneficiary will be entitled to receive (i) the Accrued Obligations (as defined in the Oh Employment Agreement) and (ii) any annual bonus earned but unpaid with respect to a performance year ending on or preceding the date of termination. The Oh Employment Agreement also provides that if Ms. Oh’s employment terminates as a result of death or disability, all unvested RSUs that have ~~an employment agreement~~been granted prior to the date of death or ~~any other agreement providing~~disability shall immediately vest. The market value on December 31, 2020 of her ~~with severance~~RSUs which would have accelerated in vesting as a result of her death or ~~any other payments in connection with her termination or in connection with a change of control of the Company.~~disability would have been $3,289,011.

Vice Chairman and Chief ~~Risk~~Corporate Officer ~~and General Counsel~~

The Bank entered into an employment agreement with its Vice Chairman and Chief ~~Risk~~Corporate Officer, ~~and General Counsel,~~ Mr. Krause, in ~~1999. This employment agreement~~1999 (the “Krause Employment Agreement”). The Krause Employment Agreement was reapproved by the Board ~~of Directors~~ and amended on March ~~1, 2016~~4, 2020 to provide for a termination date of March ~~1, 2019.~~4, 2023. In addition to a base salary and bonus to be determined annually, the ~~employment agreement~~Krause Employment Agreement provides for, among other things, participation in stock benefit plans and other fringe benefits applicable to executive personnel and four weeks paid vacation per year.

In the event the Bank chooses to terminate Mr. Krause’s employment for any reason other than for ~~cause~~Cause (as defined in the ~~employment agreement)~~Krause Employment Agreement), or in the event of Mr. Krause’s resignation from the Bank upon (i) a material change in functions, duties or responsibilities; (ii) a relocation of the principal place of his employment by more than 25 miles; (iii) liquidation or dissolution of the Bank; (iv) a breach of the employment agreement by the Bank; or (v) his death or permanent disability, Mr. Krause, or, in the event of death, his beneficiary, would be entitled to receive an amount equal to the greater of ~~(vi)~~(i) the remaining payments due to him and the contributions that would have been made on his behalf to any employee benefit plans of the Bank during the remaining term of the employment ~~agreement and (vii)~~agreement; or (ii) three times the base salary currently in effect plus three times the preceding year’s ~~bonus.~~bonus payable in a lump sum.

Under the assumption that Mr. Krause’s employment with the Company was terminated on December 31, ~~2015,~~2020, for any reason other than ~~cause,~~Cause (as defined in the Krause Employment Agreement), he would be entitled to receive severance payments totaling ~~$1,838,637.~~$2,960,457 payable in a lump sum. Also, if Mr. Krause’s employment with the Company was terminated for any reason other than ~~cause, his outstanding and~~Cause, all unvested ~~stock options, time-based and performance-based~~ RSUs would become fully vested. If Mr. Krause’s employment with the Company was terminated on December 31, 2020, for any reason other than ~~cause on December 31, 2015,~~Cause, the market value of his RSUs, which would ~~accelerate~~have accelerated in vesting, ~~is $1,242,062.~~was $2,432,806.

There is no employment contract with Mr. Krause that provides for any payments or early vesting of any stock options or any RSUs upon a change of control, other than the SERP described in more detail above. As noted, if a change in control occurred on December 31, 2015, Mr. Krause would immediately vest and be entitled to receive payments under the SERP. There is no additional incremental benefit from the accumulated benefit amount reported as of December 31, 2015 if a change in control occured on December 31, 2015.control.

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Head of International and Commercial Banking

The Bank entered into an employment agreement with its Head of International and Commercial Banking, Mr. Yen, in ~~2005.~~2005 (the “Yen Employment Agreement”). In addition to a base salary and bonus to be determined annually, the ~~employment agreement~~Yen Employment Agreement provides for, among other things, an automobile allowance of not less than $850 per month, participation in stock benefit plans and other fringe benefits applicable to executive personnel and four weeks paid vacation per year.

In the event the Bank chooses to terminate Mr. Yen’s employment for any reason other than for ~~cause,~~Cause, he will receive a severance payment of six month’s base salary. In addition, the ~~employment contract with Mr.~~ Yen Employment Agreement provides for severance of two times current salary if he is terminated within 12 months of a change of control or if he resigns within 12 months of a change of control upon (i) reduction in his base salary, or automobile ~~allowance,~~allowance; (ii) a material reduction in this duties; or ~~(ii)~~(iii) a relocation of the principal place of his employment by more than 35 miles.

Under the assumption that Mr. Yen’s employment with the Company was terminated on December 31, ~~2015,~~2020, for any reason other than ~~cause,~~Cause, he would be entitled to receive severance payments totaling ~~$800,000. There~~$221,850 or, in the case of a termination in relation to a change in control, as described above, $887,400.

Pursuant to the terms of our 2016 Stock Incentive Plan, in the event Mr. Yen’s employment is ~~no employment contract with Mr. Yen that provides for any payments or early vesting of any stock options, or any RSUs upon~~terminated without Cause (as defined thereunder) following a change of ~~control.~~control, his outstanding unvested RSUs will vest and awards, for which performance cycles have yet to be completed, will vest assuming target performance is achieved. If Mr. Yen’s employment with the Company was terminated on December 31, 2020, for any reason other than Cause following a change in control, the market value of his RSUs, which would have accelerated in vesting, was $1,194,294.

Former Executive Vice President, Head of Consumer Banking and Digital Banking

On November 17, 2020, the Bank announced the resignation of Ms. Zhou as Executive Vice President, Head of Consumer Banking and Digital Banking. Ms. Zhou’s employment with the Bank ended on November 30, 2020.

In connection with her initial appointment, Ms. Zhou and the Bank entered into an employment agreement, effective October 2, 2017. Ms. Zhou’s resignation from the Bank on November 17, 2020 did not result in any additional payment or severance obligations from the Bank.

CEO to Median Employee Pay Ratio

We are providing the following information about the relationship of the total annual compensation of our median employee and the total annual compensation of Mr. Ng, our Chairman and CEO.

For the year ended December 31, 2020, the annual total compensation of our CEO was $6,933,775 as shown in the “Summary Compensation Table.” The annual total compensation of our median employee for 2020, excluding the CEO, was $88,662, resulting in a ratio of 78 to 1, which is a reasonable estimate calculated in a manner consistent with the applicable rules. Because there have been no significant changes to the Company’s broad-based compensation scheme nor to its employee population, which would significantly impact the compensation of the median employee, the median employee used in 2019 is being used for the 2020 CEO Pay Ratio disclosure.

In determining the median employee, we identified and included all United States-based employees of East West Bank, other than the CEO, who were employed with us as of December 31, 2020. Further, we also included all employees of East West Bank outside of the United States, who are based in Hong Kong and were employed with us as of December 31, 2020. The United States and Hong Kong-based employees represented 96% of our 3,093 total employees, excluding employees on leave of absence as of December 31, 2020. We excluded employees of East West Bank (China) Limited, our wholly owned subsidiary in China, and other employees based in China, totaling 128 or 4% of our total employees. As of December 31, 2020, the Company had 2,873 United States-based employees and 220 non-United States employees.

Our definition of “total compensation,” for purposes of determining our median employee, includes total cash compensation paid during 2020 (excluding 401(k) deferrals and overtime wages) and the grant date fair value of RSUs (or RSU equivalents) awarded in 2020. We did not annualize the compensation for any employees that were not employed by us for all of 2020 or make any full-time equivalent adjustments for part-time employees. For our non-United States employees who were included in this calculation, we used the foreign exchange rates applicable as of December 31, 2020 in order to convert their total compensation into United States dollars. After determining our median employee, we then calculated such employee’s annual total compensation, in a manner consistent with the requirements of Item 402(u), for purposes of calculating the ratio presented above.

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Compensation Committee Interlocks and Insider Participation

During 2020, each of Ms. Campbell and Messrs. Liu and Sussman served as a member of the Compensation Committee. None of the members of the Compensation Committee is, or ever has been, an officer or employee of the Company or any of its subsidiaries.

Except as provided herein, there are no existing or proposed material transactions between the Company or the Bank and any of its executive officers, directors, or the immediate family or ~~associates~~employees of any of the foregoing persons. During 2020, none of our executive officers served on the board of directors or as a member of the compensation committee (or other committee serving an equivalent function) of any entity that had an executive officer serving as a member of the Board or the Compensation Committee.

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Proposal 2: Advisory Vote to Approve Executive Compensation

~~PROPOSAL 2~~

~~ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION~~

Proposal Snapshot

What am I voting on?

Stockholders are being asked, as required by Section 14A of the Exchange Act, to approve, on an advisory basis, the compensation of the Named Executive Officers for 2020 as described in the “Compensation Discussion and Analysis” section beginning on page 26 and the Compensation Tables section beginning on page 44.

·Voting recommendation:

FOR the advisory vote to approve executive compensation. The Compensation Committee takes very seriously its stewardship responsibility to oversee the Company’s compensation programs and values thoughtful input from stockholders. The Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

Stockholders are being asked to approve, on an advisory basis, the compensation of the Named Executive Officers for 2015 as described in the Compensation Discussion and Analysis section beginning on page 28 and the Compensation Tables section beginning on page 43.

~~Voting recommendation:~~

~~FOR~~~~the advisory vote to approve executive compensation~~. The Compensation Committee takes very seriously its stewardship responsibility to oversee the Company’s compensation programs and values thoughtful input from stockholders. The Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our ~~named executive officers’~~NEO compensation as a whole. This vote is not intended to address any specific item of compensation or any specific ~~named executive officer (“NEO”),~~NEO, but rather the overall compensation of all of our NEOs and the philosophy, policies and practices described in this Proxy Statement. ~~We currently~~Our Board of Directors and management value the opinions of our stockholders, including their advisory votes regarding the compensation paid to our NEOs, and as such, we hold our Say-on-Pay vote every year. We revisit the frequency of our Say-on-Pay votes every 6 years.

We believe that the information provided in “Compensation Discussion and Analysis” beginning on page 2826 demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. The sustained success of the Company’s customer focus and bridge banking model between East and West is reflected in the following key metrics:

~~Sixth Consecutive Year of Record Earnings:~~ ~~Our diluted earnings per share (“EPS”) for the full year of 2015 were $2.66, which was an increase of $0.25 or 10.4% from $2.41~~Total loans grew 10% in ~~2014. Our 10.4% increase in diluted EPS was higher than the median and average increase of 5.3% and 6.9%, respectively, achieved by our KBW Regional Bank Peers.~~¹⁰2020, to a record $38.4 billion.

~~TSR Substantially Above Peer Group:~~ ~~Our one, three and five-year annualized~~ Total ~~Shareholder Return (“TSR”) of 9.5%, 27.2% and 18.4% were substantially above the KBW Regional Bank Peer averages of 5.9%, 16.8% and 11.3%, respectively.~~¹¹deposits grew 20% in 2020, to a record $44.9 billion.

~~ROE Significantly Above Peer Group:~~ ~~Our return on equity (“ROE”)~~ROA of ~~12.74%~~1.16% in ~~2015~~2020 was substantially above the KBW Regional Bank Peer median of ~~8.21%~~0.87% and average of ~~8.94%~~0.65%.

~~ROA Significantly Above Peer Group:~~ ~~Our return on assets (“ROA”)~~ROE of ~~1.27%~~11.17% in ~~2015~~2020 was substantially above the KBW Regional Bank Peer median of ~~1.00%~~7.41% and average of ~~1.05%.~~

~~The Company was in the Top 4 in terms of ROE, Top 5 in terms of ROA, and Top 6 in terms of Net Interest Margin~~ ~~of all FDIC-insured commercial banks in the country with assets over $20 billion.~~¹²

~~Record Loans:~~ ~~Total loans receivable increased to a record $23.7 billion as of December 31, 2015 from $21.8 billion as of December 31, 2014.~~

~~Record Deposits:~~ ~~Total deposits grew to a record $27.5 billion as of December 31, 2015 from $24.0 billion as of December 31, 2014.~~

¹⁰~~2015 EPS, ROE, ROA and NPA financial data for KBW Regional Bank Peers was obtained from SNL Financial LC.~~

¹¹~~Source from Keefe, Bruyette & Woods as of December 31, 2015.~~

¹²~~2015 ROE, ROA and net interest margin financial data for all FDIC-insured commercial banks was obtained from SNL Financial LC.~~

~~Improvement in Credit Quality:~~ Nonperforming assets (“NPA”) to total assets improved six basis points to 0.40% as of December 31, 2015, compared to 0.46% as of December 31, 2014. Our NPA to total assets is lower than the KBW Regional Bank Peer median of 0.58% and average of 0.61%5.41%.

Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders hereby approve, on an advisory basis, the compensation of our ~~named executive officers~~Named Executive Officers as reflected in this Proxy Statement and as disclosed pursuant to ~~the compensation disclosure rules~~Item 402 of ~~the SEC,~~Regulation S-K, which disclosure includes the compensation discussion and analysis, the compensation tables, narratives and all related material.”

Because your vote is advisory, it will not be binding upon the Board. However, the Board and the Compensation Committee will consider the vote results when evaluating our compensation policies and practices in the future. Currently, we expect to hold an advisory vote on the compensation paid to our NEOs each year and expect that the next such vote will occur at our annual stockholder meeting in 2022.

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~~PROPOSAL 3~~

~~APPROVAL OF THE EAST WEST BANCORP, INC. 2016 STOCK INCENTIVE PLAN~~

~~Proposal Snapshot~~STOCK INCENTIVE PLAN

~~What am I voting on?~~

~~Stockholders are being asked to approve~~Proposal 3: Approval of the East West Bancorp, Inc. ~~2016~~2021 Stock Incentive Plan as amended, restated and renamed from the 1998 Stock Incentive Plan (the “2016 Stock Incentive Plan”). The 2016 Stock Incentive Plan includes the following proposed material changes (please refer to Exhibit A for the entire proposed Plan):

Proposal Snapshot

What am I voting on?

Stockholders are being asked to approve the 2021 Stock Incentive Plan, which amends, restates and renames the current 2016 Stock Incentive Plan. The 2021 Stock Incentive Plan includes the following proposed material changes to the 2016 Stock Incentive Plan:

·An increase in the amount of shares available for grant by an additional ~~3,000,000~~3,100,000 shares;

~~The Plan has been revised~~ Adds a minimum one-year vesting period that does not apply to ~~include a “double-trigger,” such that stock~~ awards ~~do not vest unless there is a change in control~~granted to non-employee directors or awards with respect to up to 5% of the ~~Company combined with a termination~~minimum aggregate number of ~~employment within a specified period following the change;~~

shares of common stock that may be granted;

~~The Plan adds a minimum required vesting period for grants made under~~ Prohibits “recycling” of shares, which entails adding shares to the Plan so that ~~awards are aligned with retention~~have been repurchased by the Company using stock option exercise proceeds;

· Prohibits the payment of dividends or dividend equivalents on unvested or unearned awards;

· Removes limitations and requirements pertaining to performance ~~incentives;~~

~~Both the “no liberal share counting” provisions~~criteria and ~~the “no repricing” provision~~stockholder approval that no longer apply due to 2017 amendments to Section 162(m) of the ~~Plan were strengthened.~~

Code.

Please refer to Appendix A for the entire proposed 2021 Stock Incentive Plan.

Voting recommendation:

FORthe ratification of the approval of the ~~amendments to the 2016~~2021 Stock Incentive ~~Plan.~~Plan

~~OVERVIEW OF 2016 STOCK INCENTIVE PLAN~~Overview of 2021 Stock Incentive Plan

~~The Company’s~~If approved by our shareholders, the 2021 Stock Incentive Plan will amend, restate and rename the 2016 Stock Incentive Plan, ~~(the “Plan”)~~which is the current version of the stock incentive plan that was ~~originally established under~~initially adopted in 1998. The 2021 Stock Incentive Plan and its predecessors, the ~~name~~2016 Stock Incentive Plan and the 1998 Stock Incentive Plan, ~~and most recently approved by~~may be collectively referred to herein as the ~~Company’s stockholders on May 24, 2011.~~“Plan.” Upon recommendation of the Compensation Committee, ~~(the “Committee”),~~ the Company’s Board of Directors adopted the ~~amended, restated and renamed~~2021 Stock Incentive Plan on ~~April 12, 2016,~~March 4, 2021, subject to stockholder approval.

The principal features of the 2021 Stock Incentive Plan are summarized below. ~~The description of the Plan provided below includes the amendments to the Plan.~~ The summary is qualified in its entirety by the ~~full~~ text of the ~~amended and restated~~2021 Stock Incentive Plan, a copy of which is ~~set forth~~attached hereto as ~~Exhibit~~Appendix A to this Proxy Statement. The principal ~~amendment~~change between the 2021 Stock Incentive Plan and the 2016 Stock Incentive plan is an increase of ~~3,000,000~~3,100,000 in the total number of shares of common stock reserved for issuance as ~~awards under the Plan.~~awards. The maximum amount that may be paid under the 2021 Stock Incentive Plan to any one participant during a calendar year under all performance awards, ~~under the Plan,~~ including any form of awards based on the specified performance criteria, ~~remains, under the new Plan,~~will remain at 1,000,000 shares. The ~~new~~2021 Stock Incentive Plan adds ~~that~~a minimum one-year vesting period to all grants except for those made to non-employee directors or awards with respect to up to 5% of the minimum aggregate number of shares of common stock that may ~~not~~ be ~~granted more than 100,000 shares in any calendar year.~~granted. In addition, the ~~amended~~2021 Stock Incentive Plan ~~does not provide for automatic vesting~~prohibits “recycling” of ~~awards upon a change in control. Instead,~~shares and the ~~amended Plan utilizes the more conservative “double-trigger” vesting, under which awards vest if the participant’s employment is terminated following a change in control.~~payment of dividends or dividend equivalents on unvested or unearned awards. The 2021 Stock Incentive Plan also ~~includes additional~~removed certain limitations and requirements pertaining to performance criteria ~~to further increase flexibility with respect to grants of performance-based compensation~~ and stockholder approval that are inapplicable following 2017 amendments to ~~permit the alignment of compensation with performance.~~

~~The Plan, as amended and restated, is being resubmitted to the Company’s stockholders, in accordance with~~ Section 162(m) of the ~~Internal Revenue Code (the “Code”),~~Code.

In determining the number of additional shares needed for new awards under the 2021 Stock Incentive Plan, we took into consideration our stock price, business performance, competitive pay-for-performance philosophy, regulatory requirements, historical experience, and expected use of equity-based awards in ~~order~~future years. Based on these expectations, the Board of Directors determined to ~~allow~~increase the ~~Company to provide certain performance-based compensation that is deductible~~total number of shares of common stock reserved for ~~Federal income tax purposes.~~ issuance as awards by an additional 3,100,000 shares.

The affirmative vote of the stockholders ~~on or prior to June 25, 2017~~ is required for approval of the ~~amended and restated~~2021 Stock Incentive Plan. If the 2021 Stock Incentive Plan is not approved by the Company’s stockholders, the 2016 Stock Incentive Plan will remain in effect without amendment. Accordingly, if the stockholders of the Company do not approve the ~~amended and restated~~2021 Stock Incentive Plan, there will be no increase in the number of shares available under the 2016 Stock Incentive Plan and no change in the vesting ~~criteria,~~criteria. In the last five years, the Company granted an average of 817,666 shares per year as incentive awards, and ~~no addition~~as of ~~performance criteria. Consequently,~~December 31, 2020, there are 2,767,391 available shares under the

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2016 Stock Incentive Plan. Assuming a similar rate of grants over the next five years, employees ~~will~~may not be able to receive certain performance-based compensation ~~under the Plan~~ if stockholder approval is not obtained.

The Board of Directors recommends that stockholders vote “FOR” approval of the ~~2016~~2021 Stock Incentive Plan.

The Board believes that the ~~Plan and the grants under the Plan have historically~~Company’s practice of granting equity awards has contributed substantially to the ~~success of the Company.~~Company’s success. Since ~~2011,~~2016, the year in which the 2016 Stock Incentive Plan was last approved by stockholders, the Company has had strong performance and growth in a challenging ~~economy~~economy due to the valuable contributions from our employees. The sustained success of the Company is reflected in the following key metrics:

~~Sixth Consecutive Year of Record Earnings:~~ Our diluted earnings per share (“EPS”) for the full year of 2015 were $2.66, which was an increase of $0.25 or 10.4% from $2.41 in 2014. Our 10.4% increase in diluted EPS was higher than the median and average increase of 5.3% and 6.9%, respectively, achieved by our KBW Regional Bank Peers.¹³

~~TSR Substantially Above Peer Group:~~ Our one, three and five-year annualized Total Shareholder Return (“TSR”) of 9.5%, 27.2% and 18.4% were substantially above the KBW Regional Bank Peer averages of 5.9%, 16.8% and 11.3%, respectively.¹⁴

~~ROE~~ROA Significantly Above Peer Group: Our ~~return on equity (“ROE”)~~ROA of ~~12.74%~~1.16% in ~~2015~~2020 was substantially above the KBW Regional Bank Peer median of ~~8.21%~~0.87% and average of ~~8.94%~~0.65%.

~~ROA~~ROE Significantly Above Peer Group: Our ~~return on assets (“ROA”)~~ROE of ~~1.27%~~11.17% in ~~2015~~2020 was substantially above the KBW Regional Bank Peer median of ~~1.00%~~7.41% and average of ~~1.05%~~5.41%.

~~The Company was in the~~~~Top 4~~ ~~in terms of ROE,~~~~Top 5~~ ~~in terms of ROA, and~~~~Top 6~~ ~~in terms of Net Interest Margin of all FDIC-insured commercial banks in the country with assets over $20 billion.~~¹⁵

Record Loans: Total loans ~~receivable increased~~grew by 10% to a record ~~$23.7~~$38.4 billion as of December 31, ~~2015~~2020, from ~~$21.8~~$34.8 billion as of December 31, ~~2014.~~2019.

Record Deposits: Total deposits grew by 20% to a record ~~$27.5~~$44.9 billion as of December 31, ~~2015~~2020, from ~~$24.0~~$37.3 billion as of December 31, ~~2014.~~

~~Improvement in Credit Quality:~~ Nonperforming assets (“NPA”) to total assets improved six basis points to 0.40% as of December 31, 2015, compared to 0.46% as of December 31, 2014. Our NPA to total assets is lower than the KBW Regional Bank Peer median of 0.58% and average of 0.61%.2019.

Stockholder approval of the 2021 Stock Incentive Plan will ensure the Company’s continuing ability to provide a flexible range of compensation awards, including performance-based c~~ompensation awards, under the Plan.~~compensation awards. An increase in the number of shares available for future grants is necessary to permit the Plan to continue to operate as intended. The additional amendments ~~further expand~~help align the ~~Company’s flexibility~~Plan with ~~respect to performance-based compensation.~~current Company practice and revised regulations. Unless otherwise specified thereon, proxies received in the accompanying form will be voted in favor of approval of the 2021 Stock Incentive Plan.

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¹³~~2015 EPS, ROE, ROA and NPA financial data for KBW Regional Bank Peers was obtained from SNL Financial LC.~~

¹⁴~~Source from Keefe, Bruyette & Woods as~~Summary of ~~December 31, 2015.~~Plan Features

¹⁵ ~~2015 ROE, ROA and net interest margin financial data for all FDIC-insured commercial banks was obtained from SNL Financial LC.~~

~~SUMMARY OF PLAN FEATURES~~

The purpose of the 2021 Stock Incentive Plan is to:

~~enable~~Enable the Company and its subsidiaries to attract, retain and motivate their employees, consultants and other service providers by providing for or increasing the proprietary interests of such employees, consultants and other service providers in the Company and to align their interests with those of the Company’s stockholders; and

~~enable~~Enable the Company and its subsidiaries to attract, retain and motivate non-employee directors and further align their interests with those of the stockholders of the Company by providing for or increasing the proprietary interest of such directors in the Company.

~~Since its adoption in 1998, the Plan has been used primarily for the Company’s stock option incentive programs and restricted stock program.~~ The Board believes that the 2021 Stock Incentive Plan and the ability to issue performance restricted stock ~~helps~~will help the Company continue to compete for, motivate, and retain high-caliber employees and more closely ~~links~~link the interests of the employees and the stockholders of the Company by encouraging employees to focus on long-range objectives. All full-time employees of the Company ~~have received~~receive annual grants of stock options or restricted stock under the Company’s Spirit of Ownership Program, and most officers of the Company have received additional grants from time to time in connection with their performance reviews in recognition of their ~~achievements and to retain and reward our vital human resources.~~achievements. The Company’s compensation philosophy, in compliance with guidance from our banking regulators, is shifting more towards ~~equity based~~equity-based compensation. As such, it is important for the Company to have an adequate amount of shares to carry out this initiative.

Employees, non-employee directors, consultants and other service providers of the Company or any subsidiary are eligible to receive awards under the 2021 Stock Incentive Plan. The Committee (as described in ~~“Administration,”~~“Administration” below) will determine which individuals will be participants, the types of awards to be made to participants and the terms, conditions and limitations applicable to the awards. It is expected that ~~approximately 2,800~~all employees ~~and nine non-employee directors~~ will be eligible to participate in the Plan.

The maximum aggregate number of shares ~~for which awards~~that may be granted under the 2021 Stock Incentive Plan is limited to the remaining shares of the Company’s common stock ~~$.001 par value (the “Common Stock”)~~ available for grant immediately prior to stockholder approval of the ~~amended and restated~~2021 Stock Incentive Plan plus an additional ~~3,000,000~~3,100,000 shares of ~~Common Stock, as provided in the amendments,~~common stock, subject to adjustment for stock splits, dividends and similar events. Common ~~Stock~~stock which is subject to any unexercised or undistributed portion of any terminated, expired or forfeited award (or awards settled in cash in lieu of ~~Common Stock)~~common stock) will become available for grant pursuant to new awards. However, shares delivered or withheld in satisfaction of the exercise price of an award or any tax withholding will not become available for grant pursuant to new awards. Stock appreciation rights to be settled in shares of ~~Common Stock~~common stock are counted in full against the number of shares available for award under the 2021 Stock Incentive Plan regardless of the number of shares issued upon settlement of the stock appreciation right. The Committee may make such additional rules for determining the number of shares of ~~Common Stock~~common stock granted under the 2021 Stock Incentive Plan as it deems necessary or appropriate. The ~~Common Stock~~common stock which may be issued pursuant to an award under the 2021 Stock Incentive Plan may be treasury shares or authorized but unissued shares ~~or Common Stock~~of common stock acquired, subsequently or in anticipation of the transaction, in the open market or otherwise, ~~to satisfy the requirements of the Plan,~~ or any combination of such shares.

The maximum aggregate number of ~~Common Shares~~shares of common stock available for grants of awards to any one non-employee director participant under the 2021 Stock Incentive Plan shall not exceed 100,000 ~~Common Shares~~shares per calendar year.

The 2021 Stock Incentive Plan provides for the grant of incentive stock options (“ISOs”), as defined in Section 422 of the Code, and options which do not qualify as ISOs, known as nonqualified stock options (“NSOs,” and, together with ISOs, “options”). Options granted under the 2021 Stock Incentive Plan may be accompanied by stock appreciation rights (“Tandem SARs”), and stock appreciation rights may be granted alone (“Stand Alone SARs,” and, together with Tandem SARs, “SARs”). Performance awards (“Performance Awards”) may also be granted, ~~under the Plan,~~ which Performance Awards may be contingent on the performance of the Company, a subsidiary or subsidiaries, any branch, department, business unit or portion thereof or a participant. The 2021 Stock Incentive Plan also provides for the ~~granting~~issuance of restricted stock and other stock-based awards including, without limitation, restricted stock units. All of the foregoing grants are sometimes referred to herein as “awards,” and the recipient of any award or grant is sometimes referred to herein as a “grantee.” The participants in the 2021 Stock Incentive Plan will consist of those employees, non-employee directors, consultants or other service providers of the Company and its subsidiaries who are designated as grantees by the ~~Committee administering the Plan, as described below.~~

Compensation Committee.

The number of shares available under the 2021 Stock Incentive Plan, any outstanding awards and individual per-person limits are automatically adjusted in the event of stock dividends and similar events. In the event the shares of ~~Common Stock~~common stock have been affected in such a way that an adjustment of outstanding awards is appropriate in order to prevent the dilution or

enlargement of rights under the awards (including, without limitation, any extraordinary distribution, dividend in partial liquidation, dividend in property other than cash, spin-off, split-off or split-up), the Compensation Committee will make appropriate equitable adjustments, which may include, without limitation, adjustments to any or all of the number and kind of shares of stock (or other securities) which may thereafter be issued in connection with such outstanding awards and adjustments to any exercise price specified in the outstanding awards.

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No awards may be granted under the 2021 Stock Incentive Plan more than 10 years after ~~June 25, 2026 and no Performance Awards may be granted under~~ the ~~Plan subsequent to~~date of its approval by the Company’s ~~annual meeting of stockholders in 2021.~~

stockholders.

Administration

The 2021 Stock Incentive Plan will be administered by the Compensation Committee (the “Committee”), consisting of not less than two members of the Board. Each member of the committee must be an “outside director” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and an independent director under the rules of any stock exchange on which the ~~Common Stock~~common stock may be listed and under any other applicable regulatory ~~requirements.~~

requirements, a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and an “outside director” as defined in Section 162(m) of the Code.

The Committee will periodically determine the participants in the 2021 Stock Incentive Plan and the nature, amount, pricing, timing, and other terms of awards to be made to such individuals. The Committee has the power to interpret and administer the 2021 Stock Incentive Plan. All questions of interpretation, ~~with respect to the Plan,~~ the number of shares of ~~Common Stock~~common stock or other securities, stock appreciation rights, or units granted, and the terms of any agreements evidencing such awards will be determined by the Committee, and its determination will be final and conclusive upon all parties in interest. Unless prohibited by applicable law or the rules of a stock exchange, the Committee may delegate responsibilities and powers under the 2021 Stock Incentive Plan to others.

Stock Options

Options which may be granted by the Committee represent a right to purchase a specified number of shares of ~~Common Stock~~common stock at a specified price during such period of time as the Committee determines. The exercise price per share of ~~Common Stock~~common stock of any option will be no less than the fair market value per share of the ~~Common Stock~~common stock subject to the option on the date the option is granted. Fair market value, for purposes of the 2021 Stock Incentive Plan, is the closing price per share of the Company’s ~~Common Stock~~common stock on ~~NASDAQ~~Nasdaq for the date as of which fair market value is to be determined. The maximum number of shares of ~~Common Stock~~common stock for which options and SARs can be granted to any one employee ~~under the Plan~~ may not exceed ~~1,000,000~~1,000,0000 shares per calendar year.

An option may be exercised, in whole or in part, by giving written notice of exercise to the Company, specifying the number of shares to be purchased. At the discretion of the Committee, the exercise price of the option may be paid in cash, by the tender of ~~Common Stock~~common stock already owned by the participant, by cash forwarded through a broker or other agent sponsored exercise or financing program, through a combination of the foregoing, or through such other means as the Committee determines are consistent with the 2021 Stock Incentive Plan’s purpose and applicable law, including the net withholding of shares of stock through relinquishment of options. No fractional shares will be issued or accepted.

For ISOs, the aggregate fair market value (determined on the date of grant) of the shares with respect to which incentive stock options are exercisable for the first time by an employee during any calendar year under all plans of the corporation employing such employee, any parent or subsidiary corporation of such corporation and any predecessor corporation of any such corporation will not exceed $100,000.

Subject to the foregoing and the other provisions of the 2021 Stock Incentive Plan, stock options ~~granted under the Plan~~ may be exercised at such times and in such amounts and be subject to such restrictions and other terms and conditions, if any, as determined in its discretion by the Committee.

Stock Appreciation Rights

AnA SAR is a right to receive, upon surrender of the right, an amount payable in cash and/or shares of ~~Common Stock~~common stock under such terms and conditions as the Committee determines. AnA SAR may be granted in tandem with part or all of (or in addition to, or completely independent of) an option or any other award under the 2021 Stock Incentive Plan. AnA SAR issued in tandem with a stock option may only be granted at the time of grant of the related option. The amount payable in cash and/or shares of ~~Common Stock~~common stock with respect to each SAR will be equal in value to a percentage (including up to a maximum of 100%) of the amount by which the fair market value per share of ~~Common Stock~~common stock on the exercise date exceeds the fair market value per share of ~~Common Stock~~common stock on the date of grant of the SAR. The applicable percentage will be established by the Committee. The exercise price of any SAR will be no less than the fair market value per share of the ~~Common Stock~~common stock subject to the SAR on the date the SAR is granted. The agreement evidencing the award may state whether the amount payable is to be paid wholly in cash, wholly in shares of ~~Common Stock~~common stock or partly in each. If the award agreement does not state the manner of payment, the Committee will determine the manner of payment at the time of payment. The amount payable in shares of ~~Common Stock,~~common stock, if any, is determined with reference to the fair market value per share of ~~Common Stock~~common stock on the date of exercise. Tandem SARs are exercisable only to the extent that the options to which they relate are exercisable. Upon exercise of the Tandem SAR, and to the extent of such exercise, the participant’s underlying option will automatically terminate. Similarly, upon the exercise of the tandem option, and to the extent of such exercise, the participant’s related SAR will automatically terminate.

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Repricing Prohibited

The 2021 Stock Incentive Plan prohibits repricing of options, SARs or other purchase rights without further stockholder approval. Repricing means the grant of a new option or SAR in return for the cancellation or exchange of an award that has a higher grant price than the new award, the amendment of an outstanding award to reduce the grant price, the cancellation or exchange of an option or SAR at a time when the grant price is greater than the fair market value of the ~~Common Stock~~common stock or any action that would be treated, for accounting purposes, as a repricing. The grant of a substitute award under the anti-dilution and adjustment provisions ~~explained under “General,” above,~~ is not a repricing.

Other Terms of Options and SARs

No dividend equivalents may be granted in connection with any option or SAR. The term of any option or SAR may not exceed ~~ten~~10 years from the date of grant.

Unless otherwise provided in a grantee’s award agreement, the following provisions of this paragraph will apply in the case of a grantee whose employment or service is terminated. If the employment or service of a grantee is terminated for reasons other than resignation by a grantee without the consent of the Company (or Board, in the case of a non-employee director), termination for cause, disability or death, all outstanding options and SARs held by the grantee immediately prior to termination of employment will be exercisable by the grantee (but only to the extent exercisable immediately prior to termination of employment) at any time prior to the expiration date of the option or SAR or within three months following the date of termination, whichever is the shorter period.

Following the death of a grantee during employment or service or termination by reason of disability, all outstanding options or SARs of the grantee will be exercisable (whether or not so exercisable immediately prior to the death of the grantee) by the person entitled to do so under the will of the grantee, or, if the grantee fails to make testamentary disposition of the option or SAR or dies intestate, by the legal representative of the grantee, at any time prior to the expiration date of the option or SAR or within one year after the date of death of the grantee, whichever is the shorter period. Following the death of a grantee after ceasing employment or service and within a period following termination of employment or service during which an option or SAR remains exercisable, all outstanding options or SARs of the grantee will be exercisable (but only to the extent exercisable immediately prior to the death of the grantee) by the person entitled to do so under the will of the grantee or, if the grantee shall fail to make testamentary disposition of the option or SAR or dies intestate, by the legal representative of the grantee, at any time prior to the expiration date of the option or SAR or within one year after the date of death of the grantee, whichever is the shorter period.

If a grantee resigns without the consent of the Company (or Board, in the case of a non-employee director), all outstanding options and SARs will be exercisable (but only to the extent exercisable immediately prior to the termination of employment) at any time prior to the expiration date of the option or SAR or within 30 days of the date of termination, whichever is the shorter period. If the employment of a grantee is terminated by the Company for cause or if the grantee is removed from the Board for cause, all outstanding options and SARs held by the grantee will terminate as of the date of

termination of employment or removal.

Restricted Stock

Restricted stock is ~~Common Stock~~common stock that is issued to a participant and is subject to such terms, conditions and restrictions as the Committee deems appropriate, which may include, but are not limited to, restrictions upon the sale, assignment, transfer or other disposition of the restricted stock and the requirement of forfeiture of the restricted stock upon termination of employment or service under certain specified conditions, including the failure to achieve performance conditions. The restriction period applicable to restricted stock must, in the case of a time-based restriction, be not less than three years, with no more frequent than ratable vesting over such period or, in the case of a performance-based restriction period, be not less than one year. The Committee may provide for the lapse of any such term or condition or waive any term or condition based on such factors or criteria as the Committee may determine, provided that the Committee will not accelerate the vesting of, or waive the restrictions with respect to, restricted stock except in the case of death, disability or involuntary termination other than for cause. Subject to such restrictions as the Committee may impose, the participant will have, with respect to awards of restricted stock, all of the rights of a stockholder of the Company, including the right to vote the restricted stock and the right to receive any dividends on such stock.

Unless otherwise provided in an award agreement, if the grantee of restricted stock ceases to be an employee or terminates service for any reason, any outstanding shares of restricted stock held by the grantee will vest or be forfeited according to the following provisions:

~~(i)~~
· If a grantee ceases to be an employee, consultant, other service provider or non-employee director by reason of disability, death or retirement (as defined in an award agreement), any shares of restricted stock held by the grantee at the time of disability or death will immediately vest; and

Table of ~~disability, death or retirement (as defined in an award agreement), any shares of restricted stock held by the grantee at the time of disability or death will immediately vest; and~~Contents

(ii) If a grantee ceases to be an employee, consultant, other service provider or non-employee director for any reason other than disability, death or retirement (as defined in an award agreement), any shares of restricted stock held by the grantee at the time of termination of employment will be immediately forfeited.

If a grantee ceases to be an employee, consultant, other service provider or non-employee director for any reason other than disability, death or retirement (as defined in an award agreement), any shares of restricted stock held by the grantee at the time of termination of employment will be immediately forfeited.

Restricted Stock Units

Restricted stock units are unfunded, unsecured rights to receive a share of ~~Common Stock,~~common stock, or cash, that are subject to transfer or other restrictions as the Committee may impose. Restricted stock units are also subject to forfeiture if certain events specified by the Committee occur prior to the lapse of the restrictions. The restricted stock unit award agreement details the number of restricted stock units awarded, the restrictions imposed on the restricted stock units, the duration of those restrictions, the events the occurrence of which would cause a forfeiture of the restricted stock units and such other terms and conditions as the Committee deems appropriate. Restricted stock units are subject to the same three-year and one-year minimum vesting requirements applicable to restricted stock. Restricted stock units may include, in the discretion of the Committee, the right to receive dividend equivalents.

Performance Awards

~~Performance Awards may be granted under the Plan from time to time based on such terms and conditions as the Committee deems appropriate, consistent with the terms and purposes of the Plan.~~ Performance Awards are awards where the payment or vesting of which isare contingent upon the achievement of specified levels of performance under specified “Performance Criteria” during a particular “Performance Period” by the Company, a subsidiary or subsidiaries, a branch, department, business unit or other portion thereof or the participant individually, and/or upon a comparison of such performance with the performance of a peer group of corporations or other measure selected or defined by the Committee at the time the Performance Award is granted. Performance Awards may be in the form of performance units, performance shares, performance-based options and such other forms of Performance Awards as the Committee determines. The maximum amount that may be paid in cash or in fair market value of ~~Common Stock~~common stock or other securities under all Performance Awards issued under the 2021 Stock Incentive Plan ~~paid~~ to any ~~one~~ participant during a calendar year cannot exceed 1,000,000 shares, in the case of Performance Awards paid in Shares. In the case of multi-year Performance Periods, the amount which is earned in any one calendar year is the amount paid for the Performance Period divided by the number of calendar years in the period. In applying this limit, the amount of cash and the number of Shares earned by a Participant is measured as of the close of the applicable calendar year which ends the Performance Period, regardless of the fact that certification by the Committee and actual payment to the Participant may occur in a subsequent calendar year or years.

The Performance Criteria to be used in determining whether a Performance Award has been earned, the level of achievement of such Performance Criteria necessary for the Performance Award to be earned in whole or in part, and the Performance Period over which such performance will be measured will be determined by the Committee at the time a Performance Award is granted. Such Performance Criteria may be based on one or more of the following pre-established

objective measures of performance during the Performance Period:

~~total stockholder return;~~Total shareholder return

~~return~~Return on ~~stockholder equity;~~shareholder equity

~~return~~Return on ~~assets;~~assets

~~ratio~~Ratio of non-performing assets to total ~~assets;~~assets

~~earnings~~Earnings per ~~share;~~share

~~deposits;~~Deposits

~~demand~~Demand deposits, ~~loans;~~loans

~~commercial~~Commercial business ~~loans;~~loans

~~trade~~Trade finance ~~loans;~~loans

~~non-interest income;~~Non-interest income

~~expenses;~~Expenses

~~stock price.~~Stock price

The Committee may in its discretion also determine to use other objective performance measures as Performance Criteria.

Unless otherwise provided in an award agreement, the following provisions apply if the recipient of a Performance Award ceases to be an employee or terminates service for any reason prior to payment of the Performance Award:

~~(i)~~
· If a grantee ceases to be an employee, consultant, other service provider or non-employee director by reason of disability, death or retirement (as defined in an applicable award agreement), the employee will be entitled to a pro-rata portion of the Performance Award based upon the number of whole and partial months of employment or service during the Performance

Table of disability, death or retirement (as defined in an award agreement), the employee will be entitled to a pro-rata portion of the Performance Award based upon the number of whole and partial months of employment or service during the Performance Period, contingent upon achievement of the performance goals and subject to any negative discretion retained by the Committee; andContents

Period, contingent upon achievement of the performance goals and subject to any negative discretion retained by the Committee; and

If a grantee ceases to be an employee, consultant, other service provider or non-employee director for any reason other than disability, death or retirement (as defined in an applicable award agreement), any Performance Award shall be immediately forfeited.

Effect of Change in Control

Notwithstanding any other provision of the 2021 Stock Incentive Plan to the contrary, and unless the award agreement otherwise provides, in the event the employment or service of a ~~Plan~~ participant is terminated by the Company and its affiliates without “cause” within three years following the occurrence of a Change in Control of the Company (as defined in Section 3(F) of the 2021 Stock Incentive Plan), (i) all options and Stand-Alone SARs which are then outstanding will become fully vested and exercisable and (ii) all restrictions with respect to shares of restricted stock and restricted stock units which are then outstanding will lapse, and such shares and units will be fully vested and ~~nonforfeitable,~~non-forfeitable, (iii) the uncompleted performance periods for all Performance Awards which are then outstanding shall be deemed to be completed, and all Performance Criteria and other conditions relating to such Performance Awards shall automatically be deemed waived for the entire performance period, and the participant shall become entitled to receipt of the target number of shares of ~~Common Stock~~common stock subject to such awards. Further, after a Change in Control, no administrative power given the Committee can be used to affect detrimentally the rights of any grantee with respect to any award which is outstanding immediately prior to the Change in Control.

Transferability

~~The~~Awards granted under the 2021 Stock Incentive Plan ~~provides that awards~~ cannot be assigned, pledged or otherwise transferred, except by will or by the laws of descent and distribution.

Possible Anti-Takeover Effect

The provisions of the 2021 Stock Incentive Plan providing for the acceleration of the exercise date of stock options and SARs, the lapse of restrictions applicable to restricted stock and restricted stock units and the deemed achievement of Performance Criteria upon the occurrence of a termination of employment following a Change in Control, may be considered as having an anti-takeover effect.

Amendment and Termination

The Board may at any time amend, suspend or terminate the 2021 Stock Incentive Plan. The Committee may at any time alter or amend any or all award agreements under the 2021 Stock Incentive Plan to the extent permitted by law. However, no such action by the Board or by the Committee may impair the rights of participants under outstanding awards without the consent of the participants affected thereby. Further, the Board may not amend the 2021 Stock Incentive Plan to the extent that such matters must be approved by the Company’s stockholders.

Payment of Taxes

The ~~Plan provides for the withholding of~~Company may withhold applicable taxes required by law from all amounts paid to the participant in satisfaction of an ~~award.~~award granted under the 2021 Stock Incentive Plan. This provides the authority to withhold cash, require cash payments or withhold or receive shares of ~~Common Stock~~common stock or ~~property.~~property to satisfy applicable withholding obligations.

New Plan Benefits

The actual amount of awards to be received by or allocated to participants or groups under the 2021 Stock Incentive Plan is not determinable in advance because the selection of participants who receive awards, ~~under the Plan,~~ and the ~~size~~type and ~~type~~size of awards to such individuals and groups are generally determined by the Committee in its discretion.

At this time, no awards have been made or promised to any directors, employees or other eligible participants. However, if adopted by our stockholders, we do not expect our equity grant practices to differ in any material respect from our current practices under the 2016 Stock Incentive Plan.

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Equity Compensation Plans

The following table sets forth information as of December 31, ~~2015~~2020 concerning common stock issuable under the Company’s equity compensation plans.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)				Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		-	$	-		~~3,016,324~~	2,767,391
Equity compensation plans not approved by security holders		-		-		-
Total		-	$	-		~~3,016,324~~	2,767,391

Federal Income Tax Consequences

The following is a brief summary of the principal ~~Federal~~federal income tax consequences of the grant and exercise of awards under present law.

This summary, which is presented for the information of stockholders considering how to vote on this proposal and not for 2021 Stock Incentive Plan participants, is general in nature and does not address the issues relating to the income tax circumstances of any individual participant. It does not address United States federal tax other than income tax and certain payroll taxes, or state, local or foreign tax laws.

Incentive Stock Options. An incentive stock option (“ISO”) is an option that meets the requirements of Section 422 of the Code. An optionee will not recognize any taxable income for ~~Federal~~federal income tax purposes upon receipt of an ~~incentive stock option~~ISO or, generally, at the time of exercise of an ~~incentive stock option.~~ISO. The exercise of an ~~incentive stock option~~ISO generally will result in ~~an increase in an optionee’s taxable income~~a preference item for alternative minimum tax purposes.

If an optionee exercises an ~~incentive stock option~~ISO and does not dispose of the shares received in a subsequent “disqualifying disposition” (generally, a sale, gift or other transfer within two years after the date of grant of the ~~incentive stock option~~ISO or within one year after the ~~shares are transferred to~~exercise of the ~~optionee)~~ISO), upon disposition of the shares ~~any amount realized in excess of~~ the ~~optionee’s tax basis in the shares disposed of~~entire gain, if any, will be treated as a long-term capital gain, and any loss will be treated as a long-term capital loss. In the event of a “disqualifying disposition,” the difference between the fair market value of the shares received on the date of exercise and the option price (limited, in the case of a taxable sale or exchange, to the excess of the amount realized upon disposition over the optionee’s tax basis in the shares) will be treated as compensation received by the optionee in the year of disposition. Any additional gain will be taxable as a capital gain and any loss as a capital loss, which will be long-term or short-term depending on whether the shares were held for more than one year. ~~Under proposed regulations, special~~Special rules apply ~~in determining the compensation income recognized upon~~if all or a disqualifying disposition if the option price of the incentive stock option is paid with shares of the Company’s Common Stock. If shares of the Company’s Common Stock received upon the prior exercise of an incentive stock option are transferred to the Company in paymentportion of the option price is paid in the form of an incentive stock option within either of the periods referred to above, the transfer will be considered a “disqualifying disposition” of the shares transferred, but, under proposed regulations, only compensation income determined as stated above, and no capital gain or loss, will be recognized.

shares.

Neither the Company nor any of its subsidiaries will be entitled to a deduction with respect to shares received by an optionee upon exercise of an incentive stock option and not disposed of in a “disqualifying disposition.” Except as described in “Other Tax Matters” below, if an amount is treated as compensation received by an optionee because of a “disqualifying disposition,” the Company or one of its subsidiaries generally will be entitled to a corresponding deduction in the same amount for compensation paid.

Nonstatutory Stock Options. A nonstatutory stock option is an option that does not qualify as an ISO. An optionee will not recognize any taxable income for ~~Federal~~federal income tax purposes upon receipt of a nonstatutory stock option. Upon the exercise of a nonstatutory stock option, the amount by which the fair market value of the shares received, determined as of the date of exercise, exceeds the option price will be treated as compensation received by the optionee in the year of exercise. IfThe optionee’s tax basis in the shares acquired on exercise of the option will generally equal the option price plus the amount of taxable income recognized on exercise. When the optionee sells the shares acquired on exercise, the optionee will realize long-term or short-term capital gain or loss, depending on whether the optionee holds the shares for more than one year before selling them. Special rules apply if all or a ~~nonstatutory stock~~portion of the option price is paid in ~~whole or in part with shares~~the form of ~~the Company’s Common Stock, no income, gain or loss will be recognized by the optionee on the receipt~~shares.

Except as otherwise noted, for non-statutory stock options and awards other than ISOs, FICA taxes (Social Security, Medicare, and additional Medicare tax for high-income earners) are due when an employee recognizes compensation income.

Table of shares equal in value on the date of exercise to the shares delivered in payment of the option price. The fair market value of the remainder of the shares received upon exercise of the nonstatutory stock option, determined as of the date of exercise, less the amount of cash, if any, paid upon exercise will be treated as compensation income received by the optionee on the date of exercise of the stock option.Contents

Except as described in “Other Tax Matters” below, the Company or one of its subsidiaries generally will be entitled to a deduction for compensation paid in the same amount treated as compensation received by the optionee.

Stock Appreciation Rights. An awardee will not recognize any taxable income for ~~Federal~~federal income tax purposes upon receipt of stock appreciation rights. The value of any ~~Common Stock~~common stock or cash received in payment of stock appreciation rights will be treated as compensation received by the awardee in the year in which the awardee receives the ~~Common Stock~~common stock or cash. ~~The~~Except as described in “Other Tax Matters” below, the Company or one of its subsidiaries generally will be entitled to a corresponding deduction in the same amount for compensation paid.

Restricted Stock. An awardee of restricted stock will not recognize any taxable income for ~~Federal~~federal income tax purposes in the year of the award, provided the shares are subject to restrictions (that is, they are nontransferable and subject to a substantial risk of forfeiture). However, an awardee may elect under Section 83(b) of the Code to recognize compensation income in the year of the award in an amount equal to the fair market value of the shares on the date of the award, determined without regard to the restrictions. If the awardee does not make a Section 83(b) election, the fair market value of the shares on the date the restrictions lapse will be treated as compensation income to the awardee and will be taxable in the year the restrictions lapse. Except as described in “Other Tax Matters” below, the Company or one of its subsidiaries generally will be entitled to a deduction for compensation paid in the same amount treated as compensation income to the awardee.

Restricted Stock Units. ~~A grantee~~An awardee will not be subject to tax upon the grant of a restricted stock unit. Upon vesting of the restricted stock unit, the fair market value of the shares covered by the award on the vesting date will be subject to employment taxes. Upon distribution of the cash and/or shares underlying theWhen restricted stock units vest and are settled for cash or shares, the ~~grantee~~awardee will recognize as ordinary income an amount equal to the cash and/or fair market value (measured on the distribution date) of the shares received, and such amount will generally be deductible by the Company or one of its subsidiaries. ~~This amount~~At the time of ~~income~~settlement, FICA taxes will ~~generally~~also be ~~subject~~due with respect to ~~income tax withholding on~~an employee’s award, though in some cases, FICA taxes may be due earlier, at the ~~date~~time of ~~distribution.~~vesting, rather than at the time of settlement. Any gain or loss recognized upon a subsequent sale or exchange of the shares (if settled in shares) is treated as capital gain or loss. If any dividend equivalent amounts are paid to the grantee, they will be includible in the grantee’s income as additional compensation (and not as dividend income) ~~and will be subject to income and employment tax withholding.~~. Except as described in “Other Tax Matters” below, the Company or one of its subsidiaries generally will be entitled to a deduction for compensation paid in the same amount treated as compensation income to the awardee.

Performance Awards. An awardee who receives a performance award will not recognize any taxable income for ~~Federal~~federal income tax purposes upon receipt of the award. The ~~fair market value~~awardee will recognize taxable income, however, when cash or shares of ~~the shares on the date the performance condition is determined to be achieved will be treated as compensation income~~common stock are released or paid to the awardee, and the amount of such income will be ~~taxable in~~ the ~~year~~amount of the ~~performance condition is achieved~~cash and/or the fair market value at such time of the release or payment of shares (if, in the case of performance share awards, the awardee does not make a Section 83(b) election upon the receipt of the performance shares, in which case the awardee would recognize compensation income on the date of the award). ~~Any cash~~The tax basis of any such shares received by the awardee pursuant to a performance award ~~will~~should be ~~treated~~equal to the amount includable in the participant’s gross income as compensation ~~income received by the awardee generally~~ in ~~the year in which the awardee receives~~respect of such ~~cash.~~shares. Except as described in “Other Tax Matters” below, the Company or one of its subsidiaries generally will be entitled to a deduction for compensation paid in the same amount treated as compensation income to the awardee.

Other Tax ~~Matters~~Matters.~~. The exercise by~~ If a change in control causes awards under the 2021 Stock Incentive Plan to accelerate vesting or is deemed to result in the attainment of performance criteria, an awardee of a stock option or stock appreciation right, the lapse of restrictions on restricted stock or restricted stock units or the achievement or fulfillment of performance awards following the occurrence of a Changecould, in ~~Control, in certain circumstances,~~some cases, be considered to have received “excess parachute payments,” which may result in (i) a 20% ~~Federal~~federal excise tax (in addition to ~~Federal~~federal and employment income tax) to the awardee on certain payments of the Company’s Common Stock or cash resulting from such exercise or deemed achievement or fulfillment of performance awards or, in the case of restricted stock or restricted stock units on all or a portion of the fair market value of the shares or units on the date the restrictions lapse and (ii) the loss of a compensation deduction which would otherwise be allowable to the Company or one of its subsidiaries as explained above. ~~The~~Additionally, Section 162(m) of the Code limits deductions by the Company and its subsidiaries ~~may lose a~~for compensation ~~deduction, which would otherwise be allowable, for all~~in excess of $1,000,000 paid to certain covered employees. If an award is treated as “nonqualified deferred compensation” and the award does not comply with or ~~a part of compensation paid in the form of (i) restricted stock or restricted stock units or (ii) performance awards based on performance criteria other than those specified in the Plan, if, as~~is not exempt from Section 409A of the ~~close~~Code, Section 409A may impose additional taxes, interest and penalties on the participant. Awards to be made under the 2021 Stock Incentive Plan are intended to either be exempt from or comply with Section 409A of the ~~tax year, the employee is the Chief Executive Officer of~~Code to avoid such additional taxes, interest and penalties. In no event shall the Company ~~(or acts in that capacity)~~ or ~~is another “covered employee” as defined~~its subsidiaries be liable to an awardee on account of an award's failure to qualify for favorable United States or foreign tax treatment or avoid adverse tax treatment under ~~the Code (other than the Chief Executive Officer), if the total compensation paid to such employee exceeds $1,000,000.~~

United States or foreign law, including, without limitation, Section 409A.

Vote Required for Approval

Approval of the adoption of the 2021 Stock Incentive Plan requires the affirmative vote of a majority of the outstanding shares of stock present in person or by proxy and entitled to vote at the meeting.

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RATIFICATION OF AUDITORS

Proposal 4: Ratification of Auditors

~~PROPOSAL 4~~

~~RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

Proposal Snapshot

What am I voting on?

Stockholders are being asked to ratify the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2021. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, as a matter of good corporate governance, the Board submits its selection of the independent registered public accounting firm to serve as the Company’s Independent Auditors for the fiscal year ending December 31, 2016. Although the Audit Committee has the sole authority to appoint the independent auditors, as a matter of good corporate governance, the Board submits its selection of the independent auditors to our stockholders for ratification. If the stockholders should not ratify the appointment of KPMG LLP, the Audit Committee will reconsider the appointment.

Voting recommendation:

FORthe ratification of the appointment of KPMG LLP as the Company’s independent ~~auditors.~~registered public accounting firm for the year ending December 31, 2021.

KPMG LLP has been approved by the Audit Committee of the Company to be the independent ~~auditors~~registered public accounting firm of the Company for the ~~2016 fiscal~~2021 year. The stockholders are being asked to ratify the selection of KPMG LLP. KPMG LLP has served as our independent registered public accounting firm since 2009. If the stockholders do not ratify suchselection by the affirmative vote of a majorityof the votes cast, the Audit Committee will reconsider its selection. Under applicable SEC regulations, the selection of the independent ~~auditors~~registered public accounting firm is solely the responsibility of the Audit Committee.

Representatives from the firm of KPMG LLP will be present at the Annual Meeting to respond to stockholders’ questions and will be given the opportunity to make a statement if they desire to do so.

~~FEES PAID TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

Audit Fees, Audit Related Fees, Tax Fees and All Other Fees

The following ~~table presents information regarding~~is a description of the ~~aggregate~~ fees ~~billed for services rendered~~earned by KPMG LLP for services rendered to the ~~fiscal~~Company for the years ended December 31, ~~2015~~2020 and ~~2014, respectively.~~December 31, 2019.

	2015		2014		2020		2019
Audit Fees ^(a)(1)	$	2,638,000	$	2,220,000	$	2,751,052	$	3,381,506
Audit-Related Fees ^(b)(2)		43,000		96,000		168,224		35,142
Tax Fees ^(c)(3)		-		8,000		13,201		7,660
All Other Fees^(d)		23,000		-		—		—
	$	2,704,000	$	2,324,000	$	2,932,477	$	3,424,308

~~(a)~~(1)

Audit fees ~~consist of fees for professional services rendered by KPMG for~~relate to the integrated audit of the Company’s consolidated financial statements, ininternal control over financial reporting, the ~~Form 10-K and~~ review of the Company’s interim consolidated financial statements, ~~included in the Form 10-Qs, including services normally~~and other audits provided ~~by an accountant~~ in connection with ~~statutory and~~ regulatory filings ~~or engagements.~~provided by KPMG LLP. Also includes statutory audit for East West Bank (China) Limited provided by KPMG China.

~~(b)~~(2)

Audit-related fees consist of fees for certain professional services provided by KPMG Hong Kong in connection with the review of regulatory filings for ~~the~~East West Bank’s Hong Kong ~~branch.~~branch, and professional services provided by KPMG China to East West Bank (China) Limited for a gap analysis of new accounting standards.

~~(c)~~(3)

~~Tax fees include~~Includes tax compliance fees for East West Bank (China) Limited provided by KPMG China and other tax ~~compliance, planning and advisory services.~~

~~(d)~~

~~All other fees include fees for continuing professional education services.~~consulting services provided by KPMG LLP.

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~~AUDIT COMMITTEE POLICY ON PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Consistent with SEC rules regarding auditor independence, the Audit Committee is responsible for appointing, setting fees for and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility and in accordance with the Exchange Act, it is the policy of the Audit Committee to pre-approve all permissible services provided by our independent registered public accounting firm, except for minor audit-related engagements which in the aggregate do not exceed 5% of the total fees we pay to our independent registered public accounting firm during ~~a fiscal year.~~the year in which the services were provided. All of the services listed above for 2020 were approved by the Audit Committee prior to the service being rendered as described in the operating procedures below.

Each year, prior to engaging our independent registered public accounting firm, management submits to the Audit Committee for approval a list of services expected to be provided during that ~~fiscal~~ year within each of the three categories of services described below, as well as related estimated fees, which are generally based on time and materials.

Audit services include audit work performed on the financial statements, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters and discussions surrounding the proper application of financial accounting and/or reporting standards.

Audit-related services include assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, statutory audits, employee benefit plan audits and special procedures required to meet certain regulatory requirements.

Tax services include compliance and other non-advisory services performed by the independent registered public accounting firm when it is most efficient and effective to use such firm as the tax service provider.

As appropriate, the Audit Committee then pre-approves the services and the related estimated fees. The Audit Committee requires our independent registered public accounting firm and management to report actual fees versus the estimate periodically throughout the year by category of service. During the year, circumstances may arise when it becomes necessary to engage our independent registered public accounting firm for additional services not contemplated in the initial annual proposal. In those instances, the Audit Committee pre-approves the additional services and related fees before engaging our independent registered public accounting firm to provide the additional services.

~~REPORT BY THE AUDIT COMMITTEE~~

Audit Committee Report

The following Audit Committee Report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or the liabilities of Section 18 of the Exchange Act and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by the Company under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates this Report by Audit Committee ~~Report~~by reference therein.

The Audit Committee operates pursuant to a written charter most recently adopted by the Company’s Board on ~~February 26, 2015.~~March 29, 2021. The Company’s Audit Committee Charter is available through the Company’s website at www.eastwestbank.com by clicking onInvestor Relations — Corporate Information — ~~Governance Documents~~Committee Charting. The Audit Committee held four meetings during the year ended December 31, 2020. These meetings were attended by all members of the Audit Committee. The meetings of the Audit Committee are designed to facilitate and encourage communication among the Audit Committee, the Company, the Company’s internal audit function and the Company’s independent registered public accounting firm.

The ~~Board~~Audit Committee recognizes the importance of maintaining the independence of the Company’s independent registered public accounting firm, both in fact and appearance. Each year, the Audit Committee evaluates the qualifications, performance and independence of the Company’s independent registered public accounting firm and determines whether to re-engage the current independent registered public accounting firm. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the independent registered public accounting firm, and the independent registered public accounting firm’s capabilities, technical expertise and knowledge of the Company’s operations and industry.

Based on this evaluation, the Audit Committee has ~~determined that each of~~retained KPMG LLP as the Company’s independent registered public accounting firm for the year 2021. The members of the Audit Committee and the Board believe that, due to KPMG LLP’s knowledge of the Company and of the industries in which the Company operates, including significant matters in audit, it is in the best interests of the Company and its shareholders to continue retention of KPMG LLP to serve as the Company’s independent ~~under~~registered public accounting firm. Although the ~~standards~~Audit Committee has the sole authority to appoint the independent registered public accounting firm,

Table of ~~Rule 5605(a)(2)~~Contents

the Audit Committee will continue to recommend that the Board ask the shareholders, at the Annual Meeting, to ratify the appointment of ~~NASDAQ’s listing standards.~~the independent registered public accounting firm.

In performing its function, the Audit Committee has among other tasks:

~~reviewed~~Reviewed and discussed the audited financial statements of the Company as of and for the year ended December 31, ~~2015~~2020 withmanagement and with the independent registered public accounting firm;

~~discussed~~Discussed with the Company’s independent registered public accounting firm the matters required to be discussed ~~under~~by the applicable requirements of the PublicCompany Accounting Oversight Board (“PCAOB”) ~~Auditing Standard No. 16,~~~~Communications with Audit Committees~~; and the SEC, as well as other matters including the scope of the audit, the Company’s significant accounting policies, new accounting pronouncements and the critical audit matter addressed during the audit; and

~~received~~Received from the independent registered public accounting firm written disclosures and the letter required by the applicable requirements of the PCAOB regarding the ~~auditors’~~independent accountant’s communications with the audit committee concerning independence, ~~requiredby PCAOB Ethics and Independence Rule 3526,~~~~Communication with Audit Committees Concerning Independence~~, and discussed,with the independent registered public accounting firm, their independence.

Based on the foregoing review and discussions, the Audit Committee recommended to the Board that theCompany’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2020 forfiling with the SEC.

	THE AUDIT COMMITTEE

	~~Keith W. Renken,~~Lester Sussman, Chairman
	Molly Campbell
	Rudolph I. Estrada
	~~Lester Sussman~~Paul H. Irving

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~~OTHER INFORMATION~~STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND MANAGEMENT

~~STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND MANAGEMENT~~

The following table presents the beneficial ownership of the Company’s ~~Common Stock~~common stock as of March ~~28, 2016,~~30, 2021, by (i) each person or entity known to the Company to beneficially own more than 5% of the outstanding ~~Common Stock,~~common stock (or have the right to acquire within 60 days), (ii) the directors and director nominees, (iii) ~~the Chief~~Named Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and the three highest compensated executive officers whose total annual compensation in 2015 exceeded $100,000 (the “Named Executive Officers” or “NEOs”),Officers, and (iv) all directors and executives, as a group:

Name and Address of Beneficial Owner Common Stock
Number of Shares
Beneficially Owned Percent
of Class
5% Holders
BlackRock, Inc. ⁽¹⁾
55 East 52nd Street
New York, NY 10055 10,641,064 7.4 %
Vanguard Group, Inc.⁽²⁾
100 Vanguard Boulevard
Malvern, PA 19355 9,686,101 6.7 %
Capital Research Global Investors ⁽³⁾
333 South Hope Street 55th Floor
Los Angeles, CA 90071 8,680,000 6.0 %
Capital World Investors ⁽⁴⁾
333 South Hope Street 55th Floor
Los Angeles, CA 90071 7,198,000 5.0 %
Directors and Executive Officers ⁽⁵⁾
Molly Campbell 2,159 *
Iris S. Chan 17,201 *
Rudolph I. Estrada 15,179 *
Julia S. Gouw ⁽⁶⁾ 2,000 *
Paul H. Irving 20,037 *
Douglas P. Krause 59,190 *
John M. Lee 313,558 *
Herman Y. Li 52,230 *
Jack C. Liu 28,137 *
Dominic Ng ⁽⁷⁾ 617,165 *
Irene H. Oh 37,972 *
Keith W. Renken ⁽⁸⁾ 77,683 *
Lester M. Sussman 3,446 *
Andy Yen 36,042 *
All Directors and Executive Officers, as a group (14 persons) 1,281,999 *

Name and Address of Beneficial Owner	Common Stock Number of Shares Beneficially Owned		Percent of Class
5% Holders
The Vanguard Group, Inc. ⁽¹⁾		13,135,116		9.28	%
100 Vanguard Boulevard
Malvern, PA 19355
Capital International Investors ⁽²⁾		12,319,426		8.7	%
333 South Hope Street, 55th Fl
Los Angeles, CA 90071
BlackRock, Inc. ⁽³⁾		11,672,251		8.2	%
55 East 52nd Street
New York, NY 10055
Aristotle Capital Management, LLC ⁽⁴⁾		10,748,134		7.59	%
11100 Santa Monica Blvd., Suite 1700
Los Angeles, California 90025
Directors and Named Executive Officers ⁽⁵⁾
Molly Campbell		11,082		*
Iris S. Chan		29,756		*
Archana Deskus		4,717		*
Rudolph I. Estrada⁽⁶⁾		17,538		*
Paul H. Irving		33,092		*
Douglas P. Krause		69,925		*
Jack C. Liu		19,130		*
Dominic Ng ⁽⁷⁾		730,272		*
Irene H. Oh		79,752		*
Lester M. Sussman		16,501		*
Gary Teo		3,038		*
Andy Yen		65,684		*
Catherine Zhou ⁽⁸⁾		19,218		*
All Directors and Executive Officers, as a group (13 persons)		1,099,705		*

* Less than 1%.

(1)

Represents shares of the Company’s common stock beneficially owned as of December 31, ~~2015,~~2020, based on the Schedule 13G/A filed by ~~BlackRock,~~The Vanguard Group, Inc. on ~~January 26, 2016.~~February 10, 2021. According to the Schedule 13G/A, ~~BlackRock,~~Vanguard Group, Inc. has ~~sole~~shared voting power with respect to ~~10,044,769~~94,180 shares, ~~and~~ sole dispositive power with respect to ~~10,641,064~~12,924,985 shares and shared dispositive power with respect to 210,131 shares of the Company’s common stock.

(2)

Represents shares of the Company’s common stock beneficially owned as of December 31, ~~2015,~~2020, based on the Schedule ~~13G/A~~13G filed by ~~Vanguard Group, Inc.~~Capital International Investors on February ~~11, 2016.~~16, 2021. According to the Schedule ~~13G/A, Vanguard Group, Inc.~~13G, Capital International Investors has sole voting power with respect to ~~103,238~~12,319,426 shares ~~shared voting power with respect to 6,600 shares,~~and sole dispositive power with respect to ~~9,584,763 shares and shared dispositive power with respect to 101,338~~12,319,426 shares of the Company’s common stock.

(3)

Represents shares of the Company’s common stock beneficially owned as of December 31, ~~2015,~~2020, based on the Schedule ~~13G~~13G/A filed by ~~Capital Research Global Investors, a division of Capital Research and Management Company (“CRMC”),~~BlackRock, Inc. on ~~February 12, 2016.~~January 29, 2021. According to the Schedule ~~13G, Capital Research Global Investors~~13G/A, BlackRock, Inc. has sole voting power with respect to ~~8,680,000~~11,172,661 shares and sole dispositive power with respect to ~~8,680,000~~11,672,251 shares of the Company’s common ~~stock as a result of CRMC acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940.~~stock.

(4)

Represents shares of the Company’s common stock beneficially owned as of December 31, ~~2015,~~2020, based on the Schedule 13G filed by Aristotle Capital ~~World Investors, a division of Capital Research and~~ Management, ~~Company (“CRMC”)~~LLC on February ~~12, 2016.~~2, 2021. According to the Schedule 13G, Aristotle Capital ~~World Investors~~Management, LLC has sole voting power with respect to ~~7,198,000~~8,484,094 shares and sole dispositive power with respect to ~~7,198,000~~10,748,134 shares of the Company’s common ~~stock as a result of CRMC acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940.~~stock.

(5)

Excludes time-based or performance-based restricted stock units (“RSUs”) that were not vested as of March ~~28, 2016.~~30, 2021. There were no time-based or ~~performance based~~performance-based RSUs that are expected to vest within 60 days from March ~~28, 2016.~~30, 2021.

(6)

~~2,000~~257 of these shares are ~~owned by~~held in three trusts, for the benefit of family members, for ~~whom Ms. Gouw~~which Mr. Estrada has voting and investment ~~power; Ms. Gouw disclaims any beneficial interest in such shares.~~power.

(7)

53,000 of these shares are held in two trusts, for the benefit of family members, for which Mr. Ng has voting and investment power.

(8)

~~32,000~~Represents shares of the Company’s common stock beneficially owned as of November 30, 2020, when Ms. Zhou's employment with the Company ended.

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OTHER INFORMATION

Voting Information and Questions You May Have

What matters am I voting on?

You will be voting on:

The election of eight directors to hold office until the 2022 annual meeting of stockholders or until their successors are duly elected and qualified;

A non-binding advisory vote to approve the compensation paid to our Named Executive Officers for 2020, as described in this Proxy Statement;

The approval of the East West Bancorp, Inc. 2021 Stock Incentive Plan, as amended, restated and renamed;

A proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021; and

Any other business that may properly come before the Annual Meeting.

How does the Board recommend I vote on these proposals?

The Board recommends a vote:

FOR the election of the nominees as directors;

FOR the approval, on a non-binding, advisory basis, of the compensation paid to our Named Executive Officers for 2020;

FOR the approval of the East West Bancorp, Inc. 2021 Stock Incentive Plan;

FOR the ratification of the appointment of KPMG LLP to serve as our independent registered public accounting firm for the year ending December 31, 2021.

Who is entitled to vote?

Holders of our common stock as of the close of business on March 30, 2021 (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, we had 141,842,574 shares of common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of common stock held on the Record Date. We do not have cumulative voting rights for the election of directors.

Stockholders of Record. If your shares are ~~owned~~registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and this Proxy Statement was provided to you directly by us. As the stockholder of record, you have the right to delegate your voting directly to the individuals listed on the Proxy or to vote in person at the virtual Annual Meeting.

Beneficial Owner: Street Name Stockholders. If your shares are held in a stock brokerage account or by a ~~partnership~~bank or other nominee, you are considered the beneficial owner of shares held in street name, or a street name stockholder, and this Proxy Statement was forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, because beneficial owners are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker’s, bank’s or other nominee’s procedures for obtaining a legal proxy giving you the right to vote your shares at the Annual Meeting.

How do I vote?

If you are a stockholder of record, you may:

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Instruct the proxy holder or holders on how to vote your shares by using the internet voting site at www.envisionreports.com/EWBC or the toll-free telephone number 1-800-652-VOTE (8683), 24-hours a day, seven days a week, until 2:00 p.m. Pacific Time on May 27, 2021 (have your Proxy in hand when you visit the website or call);

Instruct the proxy holder or holders on how to vote your shares by completing and mailing your Proxy to the address indicated on your Proxy (if you received printed proxy materials), which ~~Mr. Renken,~~must be received by the time of the Annual Meeting; or

Vote by ballot at the virtual Annual Meeting.

If you are a street name stockholder, you will receive instructions from your broker, bank or other nominee. The instructions from your broker, bank or other nominee will indicate the various methods by which you may vote, including whether internet or telephone voting is available.

Brokerage firms and other intermediaries holding shares in street name for their customers are generally required to vote those shares in the manner directed by their customers. A “Broker Non-Vote” occurs when the entity holding shares in street name has not received voting instructions from the beneficial owner and either chooses not to vote those shares on a routine matter at the stockholders meeting or is not permitted to vote those shares on a non-routine matter.

The only “routine” matter to be decided at the Annual Meeting is the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021 (Proposal 4).

Absent timely direction from you, your broker will not have discretion to vote on the other matters submitted for a ~~partner, has~~vote at the Annual Meeting, which are the election of directors, the non-binding advisory vote to approve our executive compensation for 2020, and approval of the 2021 Stock Incentive Plan, as they are “non-routine” matters.

Can I change or revoke my vote?

Yes. Subject to any rules that your broker, bank or other nominee may have, you can change your vote or revoke your proxy before the Annual Meeting.

If you are stockholder of record, you may change your vote by:

Entering a new vote via internet or telephone by 2:00 p.m. Pacific Time on May 27, 2021; or

Returning a later-dated Proxy which must be received by the time of the Annual Meeting; or

Completing a ballot in person via webcast at the virtual Annual Meeting.

If you are a stockholder of record, you may revoke your proxy by providing our Corporate Secretary with a written notice of revocation prior to your shares being voted at the Annual Meeting. The written notice of revocation may be hand delivered to the Company’s Corporate Secretary or mailed to and received by East West Bancorp at 135 N. Los Robles Ave., 7^th Floor, Pasadena, California 91101, Attention: Corporate Secretary.

If you are a street name stockholder, you may change your vote by:

Submitting new voting instructions to your broker, bank or other nominee pursuant to instructions provided by your broker, bank or other nominee; or

Completing a ballot at the virtual Annual Meeting; provided you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote the shares.

If you are a street name stockholder, you must contact your broker, bank or other nominee that holds your shares to find out how to revoke your proxy.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board. We have retained Georgeson LLC to assist in the distribution and solicitation of proxies. Georgeson LLC may solicit proxies by personal interview, telephone, fax, mail and email. We expect that the

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fee for these services will not exceed $12,000, plus reimbursement of customary out-of-pocket expenses. The persons named in the Proxy have been designated as proxy holders. When Proxies are properly dated, executed and returned, the shares represented by those Proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board as described above. If any matter not described in the Proxy Statement is properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have properly revoked your proxy.

How many votes are needed for approval of each matter?

Proposal 1 — Election of Directors: The Company’s Amended and ~~investment power.~~Restated Bylaws (“Bylaws”) provide for majority voting in uncontested director elections and plurality voting in contested director elections. Because this election is uncontested, each director nominee must be elected by a vote of the majority of the votes cast. Under our Bylaws, a majority of the votes cast means the number of votes cast “For” a nominee’s election exceeds the number of votes cast “Against” or “Withheld” for that nominee. You may vote “For,” “Against,” or to “Abstain” with respect to each director nominee. Abstentions and Broker Non-Votes, if any, will have no effect on the outcome of this proposal.

Proposal 2 — ~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~Advisory Vote to Approve Executive Compensation: The non-binding advisory vote to approve the compensation paid to our Named Executive Officers in 2020 must receive the affirmative vote of at least a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote thereon. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions are considered votes cast and thus will have the same effect as votes “Against” this proposal. Broker Non-Votes, if any, will have no effect on the outcome of this proposal. Because this vote is advisory only, it will not be binding on us or on our Board.

Proposal 3 – Approval of the East West Bancorp, Inc. 2021 Stock Incentive Plan: The approval of the 2021 Stock Incentive Plan must receive the affirmative vote of at least a majority of the shares present in person or by proxy at the virtual Annual Meeting and entitled to vote thereon. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions are considered votes cast and thus will have the same effect as a vote “Against” the proposal. Broker Non-Votes, if any, will have no effect on the outcome of this Proposal.

Proposal 4 — Ratification of Auditors: The ratification of the appointment of KPMG LLP to serve as our independent registered public accounting firm for the year ending December 31, 2021 must receive the affirmative vote of at least a majority of the shares present in person or by proxy at the virtual Annual Meeting and entitled to vote. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions are considered votes cast and thus will have the same effect as a vote “Against” the proposal. Broker Non-Votes, if any, will have no effect on the outcome of this Proposal. We do not expect to receive Broker Non-Votes for this Proposal as brokers, banks and other nominees will have discretionary authority to vote shares for which street name stockholders do not provide voting instructions.

~~Section 16(a)~~Are there any other matters presented for action at the Annual Meeting?

The enclosed Proxy confers discretionary authority with respect to matters incident to the Annual Meeting and any other proposals of which management did not have notice at least 45 days prior to the date on which the Company mailed its proxy material for last year’s annual meeting of stockholders. As of the ~~Exchange Act requires that~~date hereof, management is not aware of any other matters to be presented for action at the ~~Company’s~~Annual Meeting. However, if any other matters properly come before the Annual Meeting, the Proxies solicited hereby will be voted by the Proxy holders in accordance with the recommendations of the Board.

What happens if a director nominee does not receive a majority vote?

In an uncontested election, any director nominee who receives a greater number of “Against” votes than votes “For” the nominee’s election shall immediately tender to the Board his or her offer to resign from the Board. The Board, after taking into consideration the recommendation of the Nominating/Corporate Governance Committee, will determine whether or not to accept the resignation of any nominee for director who receives a greater number of “Against” votes than votes “For” the nominee’s election. In the event of a contested election, the director nominees who receive the largest number of votes cast “For” their election will be elected as directors.

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What is a quorum?

Abstentions and Broker Non-Votes will be treated as shares present and entitled to vote for purposes of determining the presence of a quorum.

How are proxies solicited for the Annual Meeting? Who pays for the solicitation?

The Board is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. Although there is no formal agreement to do so, we may reimburse brokers, banks and other nominees for their reasonable expense in forwarding these proxy materials to their principals. Proxies will be solicited principally through the mail, however, our directors, ~~executive~~ officers and employees may also solicit proxies personally, by telephone or via the internet. Directors, officers and employees will not be paid any ~~persons holding more than ten percent~~additional compensation for soliciting proxies.

Is my vote confidential?

Important notice regarding availability of proxy materials for the Annual Meeting to be held on May 27, 2021

Pursuant to the SEC rules related to the availability of proxy materials, the Company has made its Proxy Statement and Annual Report on Form 10-K available at www.envisionreports.com/EWBC.

What are the procedures for attending and participating at the Annual Meeting?

The Annual Meeting will be held virtually via a live audio webcast at www.meetingcenter.io/253538535. The password for the meeting is EWBC2021.

If you are a registered ~~class~~shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually. Please follow the instructions on the notice or proxy card that you received. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting. To register to attend the Annual Meeting, you must submit proof of your proxy power (legal proxy) reflecting your East West Bancorp, Inc. holdings along with your name and email address to Computershare at legalproxy@computershare.com or by mail to P.O. Box 43001, Providence, RI 02940-3001. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 20, 2021.

The Annual Meeting will include a question and answer session. Questions may be submitted during the Annual Meeting through the virtual meeting website, www.meetingcenter.io/253538535. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition and allow time for additional topics.

We encourage shareholders to log in to the virtual meeting website and access the webcast early, beginning approximately 15 minutes before the Annual Meeting’s 2:00 p.m. (Pacific) start time. If you experience technical difficulties, please contact the technical support telephone number posted on www.meetingcenter.io/253538535.

Whether or not you choose to participate in the Annual Meeting, it is important that your shares be part of the ~~Company’s equity securities file~~voting process. In addition, even if you plan to attend the Annual Meeting, we encourage you to return your proxy card or provide your bank, broker or other institution with voting instructions, before the Annual Meeting in order to ensure that your shares are represented.

I share an address with another stockholder, and we received multiple copies of the proxy materials. How can we obtain a single copy of the proxy materials?

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East West Bancorp, Inc.

Attention: Investor Relations

135 N. Los Robles Avenue, 7^th Floor

Pasadena, California 91101

(626) 768-6000

In some cases, stockholders who hold their shares in street name and who share the same surname and address may receive only one copy of the proxy materials. If you would like to have a separate copy of the proxy materials mailed to you or receive separate copies of future mailings, please submit your request to your broker, bank or other nominee. We will deliver such additional copies promptly upon receipt of such request.

Where can I find the voting results of the Annual Meeting?

We will disclose voting results on a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to include them in the Form 8-K, we will file a Form 8-K to publish preliminary results and ~~each exchange on which~~will provide the ~~Common Stock is publicly listed, initial reports of ownership and reports of changes~~final results in ownership of Common Stock and other equity securities of the Company. Directors, officers and stockholders holding greater than ten percent are required by the SEC’s regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of copies of reports on Forms 3, 4, and 5 provided during the fiscal year ended December 31, 2015, the Company believes that all persons subjectan amendment to the ~~reporting requirements of Section 16(a) filed all required reports on a timely basis.~~Form 8-K after final results become available.

~~PROPOSALS OF STOCKHOLDERS~~

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Proposals of Stockholders

Proposals of stockholders intended to be included in the proxy materials for the ~~2017~~2022 annual meeting of stockholders must be received by the Secretary of East West Bancorp, Inc. at 135 N. Los Robles Avenue, 7^th7th Floor, Pasadena, California 91101 by December ~~15, 2016~~16, 2021 (120 calendar days prior to the anniversary of this year’s April 15, 2021 mailing date).

Under Rule 14a-8 adopted by the SEC under the Exchange Act, proposals of stockholders must conform to certain requirements as to form and may be omitted from the Proxy Statement and proxy under certain circumstances. In order to avoid unnecessary expenditures of time and money by stockholders and by the Company, stockholders are urged to review this rule and, if questions arise, to consult legal counsel prior to submitting a proposal.

SEC rules also establish a different deadline for submission of stockholder proposals that are not intended to be included in the Company’s Proxy Statement with respect to discretionary voting (the “Discretionary Vote Deadline”). The Discretionary Vote Deadline for the ~~2017~~2022 annual meeting of stockholders is ~~February 28, 2017~~March 1, 2022 (45 calendar days prior to the anniversary of the mailing date of this Proxy Statement). If a stockholder gives notice of such a proposal after the Discretionary Vote Deadline, Proxy holders will be allowed to use their discretionary voting authority to vote against the stockholder proposal without discussion when and if the proposal is raised at the ~~2017~~2022 annual meeting of stockholders.

The Company has not been notified by any stockholder of his or her intent to present a stockholder proposal from the floor at the Annual Meeting. The enclosed Proxy grants the Proxy holders discretionary authority to vote on any matter properly brought before the Annual Meeting.

~~ANNUAL REPORT ON FORM 10-K~~

Annual Report on Form 10-K

Our financial statements for the ~~fiscal~~ year ended December 31, ~~2015~~2020 are included in our Annual Report on Form 10-K, which was filed with the SEC and which we will make available to stockholders at the same time as this Proxy Statement. Our annual report and this Proxy Statement are posted on our website at ~~www.eastwest.com~~www.eastwestbank.com and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our annual report and any exhibits thereto without charge by sending a written request to Investor Relations, East West Bancorp, Inc., 135 N. Los Robles Avenue, 7^th7th Floor, Pasadena, California ~~91101.The~~91101. The Company’s ~~annual report~~Annual Report on Form 10-K ~~for the fiscal year ended December 31, 2015~~ will be mailed to all stockholders. The ~~annual report~~Annual Report on Form 10-K includes financial statements required to be filed with the SEC pursuant to the Exchange Act for the ~~fiscal~~ year ended December 31, ~~2015,~~2020, and the report thereon of KPMG LLP, the Company’s independent registered public accountingfirm.

~~OTHER BUSINESS~~

Other Business

Management knows of no business, which will be presented for consideration at the Annual Meeting other than as stated in the Notice of Meeting. If, however, other matters are properly brought before the Annual Meeting, it is the intention of the Proxy holders to vote the shares represented thereby on such matters in accordance with the recommendation of the Board and authority to do so is included in the Proxy.

	EAST WEST BANCORP, INC.


	~~DOUGLAS P. KRAUSE~~
	LISA L. KIM
	Corporate Secretary
	Pasadena, California
	April 3, 2021

~~Pasadena, California~~

~~April 13, 2016~~

7372

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~~EXHIBIT~~APPENDIX A

~~(2016 East West Bancorp, Inc. Stock Incentive Plan)~~

EAST WEST BANCORP, INC.
~~2016~~2021 STOCK INCENTIVE PLAN
(As Amended and Restated through April 12, ~~2016)~~2021)

Section 1. PURPOSE OF PLAN

This East West Bancorp, Inc. ~~2016~~2021 Stock Incentive Plan (the “Plan”) was established under the name ~~1998~~2016 Stock Incentive Plan (“~~1998~~2016 Plan”). The ~~1998~~2016 Plan hereby is amended, restated, and renamed as set forth herein, effective upon and subject to the approval of the stockholders of East West Bancorp, Inc., a Delaware corporation (the “Company”). The purpose of this Plan is to enable the Company and its subsidiaries to attract, retain and motivate their employees, consultants and other service providers by providing for or increasing the proprietary interests of such employees, consultants and other service providers in the Company, and to enable the Company and its subsidiaries to attract, retain and motivate nonemployee directors and further align their interests with those of the stockholders of the Company by providing for or increasing the proprietary interest of such directors in the Company.

Section 2. PERSONS ELIGIBLE UNDER PLAN

Each of the following persons (each, a “Participant”) shall be eligible to be considered for the grant of Awards (as hereinafter defined) hereunder: (1) any employee of the Company or any of its subsidiaries, including any director who is also such an employee, (2) any director of the Company or any of its subsidiaries who is not also an employee of the Company or any of its subsidiaries (a “Non-employee Director”) and (3) any consultant or other service provider of the Company or any of its subsidiaries.

Section 3. AWARDS

(A) The Committee (as hereinafter defined), on behalf of the Company, is authorized under this Plan to enter into any type of arrangement with a Participant that is not inconsistent with the provisions of this Plan and that, by its terms, involves or might involve the issuance of (i) shares of common stock of the Company (“Common Shares”) or (ii) a Derivative Security (as such term is defined in Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as such rule may be amended from time to time) with an exercise or conversion privilege at a price related to the Common Shares or with a value derived from the value of the Common Shares. The entering into of any such arrangement is referred to herein as the “grant” of an “Award.”

(B) Awards may include, without limitation, sales or bonuses of stock, restricted stock, restricted stock units, stock options, stock purchase warrants, other rights to acquire stock, securities convertible into or redeemable for stock, stock appreciation rights, phantom stock, dividend equivalents, performance units or performance shares, and an Award may consist of one such security or benefit, or two or more of them in tandem or in the alternative; provided that ~~Non Qualified~~Non-Qualified Stock Options may not be granted in tandem with Incentive Stock Options, as such terms are hereinafter defined. Dividend equivalents may not be issued in connection with stock options or stock appreciation rights.

For other types of Awards, dividends or dividend equivalents may be accumulated on Awards granted but may not be paid or settled until the underlying Awards have been earned or vested.

(C) Awards may be issued, and Common Shares may be issued pursuant to an Award, for any lawful consideration as determined by the Committee, including, without limitation, services rendered by the recipient of such Award.

(D) In the discretion of the Committee, Common Shares or other types of Awards authorized under the Plan may be used in connection with, or to satisfy obligations of the Company or an affiliate to eligible employees, consultants, other service providers and Non-employee Directors under, other compensation or incentive plans, programs or arrangements of the Company or an affiliate. The restriction period (minimum vesting period) applicable to Awards granted shall not be less than one year, provided that such minimum vesting period will not apply to (A) Awards granted to Non-employee Directors or (B) Awards with respect to up to five percent (5%) of the maximum aggregate number of Common Shares which may be granted pursuant to the Plan. The minimum vesting provisions contained within the Plan may be satisfied by reference to the vesting or performance period of any such other

compensation or incentive plan, program or arrangement the obligations of which are satisfied through the use of Awards under the Plan.

(E) Subject to the provisions of this Plan, the Committee, in its sole and absolute discretion, shall determine all of the terms and conditions of each Award granted under this Plan, which terms and conditions may include, among other things:

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(i) a provision permitting the recipient of such Award, including any recipient who is a director or officer of the Company, to pay the purchase price of the Common Shares or other property issuable pursuant to such Award, in whole or in part, by any one or more of the following:

(a) the delivery of cash, including cash forwarded through a broker or other agent sponsored exercise or financing program;

(b) the delivery of other property deemed acceptable by the Committee; or

(c) the delivery of previously owned shares of capital stock of the Company or other property or the net withholding of Common Shares issuable or through relinquishment of stock options.

(ii) a provision required in order for such Award to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (an “Incentive Stock Option” qualified under the “Code”); provided, however, that no Award issued to any non-employee or any Non-employee Director may qualify as an Incentive Stock Option.

(F) For the purposes of the Plan, “Change of Control” shall mean the first to occur of the following events:

~~(I)~~(i) any date upon which the directors of the Company who were last nominated by the Board of Directors (the “Board”) for election as directors cease to constitute a majority of the directors of the Company, excluding any directors who were nominated by those that became directors as a result of a contested director election (proxy contest);

~~(II)~~(ii) the date of the first public announcement that any person or entity, together with all Affiliates and Associates (as such capitalized terms are defined in Rule 12b-2 promulgated under the Exchange Act of such person or entity, shall have become the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company representing over 50% of the voting power of the Company (an “over 50% Stockholder”);provided,however, that the terms “person” and “entity,” as used in this clause (II), shall not include (1) the Company or any of its subsidiaries, (2) any employee benefit plan of the Company or any of its subsidiaries, (3) any entity holding voting securities of the Company for or pursuant to the terms of any such plan or (4) any person or entity who was an over 50% Stockholder on the date of adoption of the Plan by the Board; or

~~(III)~~(iii) a reorganization, merger or consolidation of the Company (other than a reorganization, merger or consolidation the purpose of which is (A) to change the Company’s domicile solely within the United States or (B) the formation of a holding company in which the shareholders of the holding company after its formation are substantially the same as for the Company prior to the holding company formation), the consummation of which results in the outstanding securities of any class then subject to Awards being exchanged for or converted into cash, property or a different kind of securities.

(G) The Committee will have the authority to accelerate the vesting of any Award previously granted under this Plan in the case of death or disability.

(H) Notwithstanding anything to the contrary contained in this Section 3, neither an Award nor any interest therein may be sold, assigned, transferred, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner other than by will or the laws of descent and distribution.

(I) All certificates evidencing Awards or Common Shares issued pursuant thereto shall bear any legend determined by the Board or the Committee to be necessary or appropriate.

3.1 Stock Options

A stock option is a right to purchase a specified number of Common Shares at a specified price during such specified time as the Committee shall determine.

(a) Stock options granted may be either Incentive Stock Options or of a type that does not comply with such Code requirements (“~~Non Qualified~~Non-Qualified Stock Options”). The requirements imposed by the Code and the regulations thereunder for qualification as an Incentive Stock Option, whether or not specified in this Plan, shall be deemed incorporated within any Award agreement pertaining to an Incentive Stock Option.

(b) The exercise price per Common Share of any stock option shall be no less than the Fair Market Value per Share subject to the stock option on the date the stock option is granted, except that in the case of an Incentive Stock Option granted to an employee who, immediately prior to such grant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes

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of stock of the Company or any subsidiary (a “Ten Percent Employee”), the exercise price per Common Share shall not be less than one hundred ten percent (110%) of such Fair Market Value per Common Share on the date the Incentive Stock Option is granted.

“Fair Market Value” means, as of any date of determination, the most recent closing price per share of the Common Shares as published inThe Wall Street Journal unless otherwise determined by the Committee.

(c) The term of any stock option shall not be greater than ten years from its date of grant, except that in the case of an Incentive Stock Option granted to a Ten Percent Employee, such term shall not be greater than five years.

(d) A stock option may be exercised, in whole or in part, by giving written notice of exercise to the Company, specifying the number of Common Shares to be purchased, and the stock option may be subject to performance conditions and other terms as the Committee may determine from time to time, consistent with the Plan.

(e) Notwithstanding any other provision contained in the Plan or in any Award agreement, but subject to the possible exercise of the Committee’s discretion contemplated in the last sentence of this Section 3.1(e), the aggregate Fair Market Value on the date of grant, of the Common Shares with respect to which Incentive Stock Options are exercisable for the first time by an employee during any calendar year under all plans of the corporation employing such employee, any parent or subsidiary corporation of such corporation and any predecessor corporation of any such corporation shall not exceed $100,000, or such other or successor limit imposed by the Code. If the date on which one or more of such Incentive Stock Options could first be exercised would be accelerated pursuant to any provision of the Plan or any Award agreement, and the acceleration of such exercise date would result in a violation of the restriction set forth in the preceding sentence, then, notwithstanding any such provision, but subject to the provisions of the next succeeding sentence, the exercise dates of such Incentive Stock Options shall be accelerated only to the date or dates, if any, that do not result in a violation of such restriction and, in such event, the exercise dates of the Incentive Stock Options with the lowest option prices shall be accelerated to the earliest such dates. The Committee may, in its discretion, authorize the acceleration of the exercise date of one or more Incentive Stock Options even if such acceleration would violate the $100,000 restriction set forth in the first sentence of this paragraph and even if such Incentive Stock Options are thereby converted in whole or in part to ~~Non Qualified~~Non-Qualified Stock Options.

(f) Unless otherwise provided in an Award agreement, if the recipient of a stock option ceases to be an employee, consultant, other service provider or Non-employee Director of the Company and its subsidiaries for any reason, any outstanding stock options held by the optionee shall be exercisable according to the following provisions and shall otherwise terminate:

(i) If an optionee ceases to be an employee, consultant, other service provider or Non-employee Director for any reason other than resignation without the consent of the Company (or the Board, in the case of a Non-employee Director), termination for cause, disability or death, any then outstanding stock option held by such optionee which is exercisable by the optionee immediately prior to termination shall be exercisable by the optionee at any time prior to the expiration date of such stock option or within three months after the date the optionee terminates service, whichever is the shorter period;

(ii) If the optionee is terminated from employment or removed from the Board for cause, any outstanding stock option held by the optionee, whether or not exercisable immediately prior to termination, shall terminate as of the date of termination or removal;

(iii) If an optionee resigns without the consent of the Company (or the Board in the case of a Non-employee Director), any then outstanding stock option held by such optionee which is exercisable by the optionee immediately prior to termination shall be exercisable by the optionee at any time prior to the expiration date of such stock option or within thirty days after the date the optionee terminates service, whichever is the shorter period;

(iv) Following the death of an optionee during employment or service with the Company or a subsidiary or termination by reason of disability, any outstanding stock option held by the optionee at the time of death or termination of service (whether or not exercisable by the optionee immediately prior to death or termination of service) shall be exercisable by the optionee or person entitled to do so under the will of the optionee, or, if the optionee shall fail to make testamentary disposition of the stock option or shall die intestate, by the legal representative of the optionee at any time prior to the expiration date of such stock option or within one year after the date of death or termination of service, whichever is the shorter period; and

(v) Following the death of an optionee after ceasing to be an employee, consultant, other service provider or Non-employee Director and during a period when a stock option is exercisable, any outstanding stock option held by the optionee at the time of death shall be exercisable by such person entitled to do so under the will of the optionee or by such legal representative (but only to the extent the stock option was exercisable by the optionee immediately prior to the death of the optionee) within one year after the date of death, but not later than the expiration date of such stock option.

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(g) Except as provided in Section 7, the terms of outstanding Awards may not be amended to reduce the exercise price of outstanding stock options or stock appreciation rights or cancel or replace outstanding stock options or stock appreciation rights in exchange for cash, other Awards or stock options or stock appreciation rights with an exercise price that is less than the exercise price of the original stock options or stock appreciation rights without stockholder approval.

3.2 Stock Appreciation Rights

A stock appreciation right is a right to receive, upon surrender of the right, an amount payable in cash and/or Common Shares under such terms and conditions as the Committee shall determine.

(a) A stock appreciation right may be granted in tandem with part or all of (or in addition to, or completely independent of) a stock option or any other Award under this Plan. A stock appreciation right issued in tandem with a stock option may only be granted at the time of grant of the related stock option.

(b) The amount payable in cash and/or Common Shares with respect to each right shall be equal in value to a percentage (including up to a maximum of 100%) of the amount by which the Fair Market Value per Common Share on the exercise date exceeds the Fair Market Value per Common Share on the date of grant of the stock appreciation right. The applicable percentage shall be established by the Committee. The exercise price for a stock appreciation right shall be no less than the Fair Market Value per Common Share subject to the stock appreciation right on the date the stock appreciation right is granted. The Award agreement may state whether the amount payable is to be paid wholly in cash, wholly in Common Shares or partly in each; if the Award agreement does not so state the manner of payment, the Committee shall determine such manner of payment at the time of payment. The amount payable in Common Shares, if any, is determined with reference to the Fair Market Value per Common Share on the date of exercise. The term of a stock appreciation right shall not be greater than ten years from its date of grant.

(c) Stock appreciation rights issued in tandem with stock options shall be exercisable only to the extent that the stock options to which they relate are exercisable. Upon exercise of the tandem stock appreciation right, and to the extent of such exercise, the Participant’s underlying stock option shall automatically terminate. Similarly, upon the exercise of the tandem stock option, and to the extent of such exercise, the Participant’s related stock appreciation right shall automatically terminate.

(d) Notwithstanding any other provision of this Plan to the contrary, with respect to a stock appreciation right granted in connection with an Incentive Stock Option: (i) the stock appreciation right will expire no later than the expiration of the underlying Incentive Stock Option; (ii) the value of the payout with respect to the stock appreciation right may be for no more than one hundred percent (100%) of the difference between the exercise price of the underlying Incentive Stock Option and the Fair Market Value of the Common Shares subject to the underlying Incentive Stock Option at the time the stock appreciation right is exercised; and (iii) the stock appreciation right may be exercised only when the Fair Market Value of the Common Shares subject to the Incentive Stock Option exceeds the per Common Share exercise price of the Incentive Stock Option.

(e) Unless otherwise provided in an Award agreement, the post termination provisions of Section 3.1(f) shall also apply to stock appreciation rights.

3.3 Restricted Stock

(a) Restricted stock is stock that is issued to a Participant and is subject to such terms, conditions and restrictions as the Committee deems appropriate, which may include, but are not limited to, restrictions upon the sale, assignment, transfer or other disposition of the restricted stock and the requirement of forfeiture of the restricted stock upon termination of service under certain specified conditions and/or the failure to achieve performance conditions, including conditions relating to the Performance Criteria, as hereinafter defined. The restriction period applicable to restricted stock shall, in the case of a time based restriction, be not less than three years, with no more frequent than ratable vesting over such period or, in the case of a performance based restriction period, be not less than one year. The Committee may provide for the lapse of any such term or condition or waive any term or condition based on such factors or criteria as the Committee may determine; provided, however, except in the case of death, disability or involuntary termination other than for cause, the Committee will not accelerate the vesting of, or waive the restrictions with respect to, restricted stock. Subject to the restrictions stated in this Section 3.3 and in the applicable Award agreement, the Participant shall have, with respect to Awards of restricted stock, all of the rights of a stockholder of the Company, including the right to vote the restricted stock and the right to receive any cash dividends on such Common Shares. Unless otherwise determined by the Committee, dividends or other distributions on restricted stock which are paid in Common Shares or other securities or property shall be held subject to the same terms, conditions and restrictions as the restricted stock on which they are paid.

(b) Unless otherwise provided in an Award agreement, if the recipient of restricted stock ceases to be an employee, consultant, other service provider or Non-employee Director of the Company and its subsidiaries for

any reason, any outstanding shares of restricted stock held by the awardee shall vest or be forfeited according to the following provisions:

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(i) If an awardee ceases to be an employee, consultant, other service provider or Non-employee Director by reason of death, disability or retirement (as defined in an Award agreement), any shares of restricted stock held by the awardee at the time of termination of service shall immediately vest;

(ii) If an awardee ceases to be an employee, consultant, other service provider or Non-employee Director for any reason other than death, disability or retirement (as defined in an Award agreement), any shares of restricted stock held by the awardee at the time of termination of service shall be immediately forfeited.

3.4 Performance Awards

(a) Performance awards may be granted under this Plan from time to time based on such terms and conditions as the Committee deems appropriate; provided that such Awards shall not be inconsistent with the terms and purposes of this Plan. Performance awards are Awards the payment or vesting of which is contingent upon the achievement of specified levels of performance under specified Performance Criteria, as hereinafter defined, or other performance criteria specified by the Committee, during a specified performance period by the Company, a subsidiary or subsidiaries, any branch, department, business unit or other portion thereof or the Participant individually, and/or upon a comparison of such performance with the performance of a peer group of corporations, prior performance periods or other measure selected or defined by the Committee at the time the performance award is granted. Performance awards may be in the form of performance units, performance shares, performance-based options pursuant to Section 3.1 and such other forms of performance awards as the Committee shall determine. The performance period applicable to performance awards shall be no less than one year, except in the case of earlier termination due to death, disability, retirement or Change of Control.

(b) Following completion of the applicable performance period, and prior to any payment of a performance award to the Participant, the Committee shall determine in accordance with the terms of the performance award and shall certify in writing whether the applicable performance goal or goals were achieved, or the level of such achievement, and the amount, if any, earned by the Participant based upon such performance, subject to any negative discretion retained by the Committee. For this purpose, approved minutes of the meeting of the Committee at which certification is made shall be sufficient to satisfy the requirement of a written certification. Performance awards are not intended to provide for the deferral of compensation, such that, unless a deferred election or arrangement is otherwise offered consistent with Section 409A of the Code, payment of performance awards shall be paid within two and one-half months following the end of the calendar year in which vesting occurs or such other time period if and to the extent as may be required to avoid characterization of such Awards as deferred compensation.

(c) Unless otherwise provided in an Award agreement, the following provisions shall apply if the recipient of a performance award ceases to be an employee, consultant, other service provider or Non-employee Director of the Company and its Participating subsidiaries for any reason prior to payment of the performance award:

(i) If an awardee ceases to be an employee, consultant, other service provider or Non-employee Director by reason of disability, death or retirement (as defined in an Award agreement) during the performance period, the ~~Employee~~awardee will be entitled to a pro-rata portion of the performance award based upon the number of whole and partial months of service during the performance period, contingent upon achievement of the performance goals and subject to any negative discretion retained by the Committee;

(ii) If an awardee ceases to be an employee, consultant, other service provider or Non-employee Director for any reason other than disability, death or retirement (as defined in an Award agreement) during the performance period, any performance award shall be immediately forfeited.

3.5 Other Awards

The Committee may from time to time grant Common Shares, other Share-based and non-Share-based Awards under the Plan (singly, in tandem or in combination with other Awards), including without limitation those Awards pursuant to which Common Shares are or may in the future be acquired, Awards denominated in Common Share units (including, without limitation, restricted stock units), securities convertible into Common Shares, phantom securities, dividend equivalents and cash. The Committee shall determine the terms and conditions of such other Common Shares, Share-based and non-Share-based Awards, provided that such Awards shall not be inconsistent with the terms and purposes of this Plan. Other Awards are not intended to provide for the deferral of compensation, such that, unless a deferred election or arrangement is otherwise offered consistent with Section 409A of the Code, payment of other Awards shall be paid within two and one-half months following the end of the calendar year in which vesting occurs or such other time period if and to the extent as may be required to avoid characterization of such Awards as deferred compensation.

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Section 4. STOCK SUBJECT TO PLAN; LIMITATIONS

(A) Subject to the adjustment provisions of Section 7 hereof, the maximum aggregate number of Common Shares which may be granted pursuant to the Plan is the sum of (i) the number of Shares available under the Plan immediately prior to shareholder approval of this Plan (as of December 31, ~~2015,~~2020, there were ~~3,016,324~~2,767,391 Common Shares ~~were~~ available, subject to the counting, adjustment and substitution provisions of the Plan) and (ii) ~~3,000,000~~3,100,000 Shares, all of which may be issued as Incentive Stock Options. In the case of a cash-denominated Award to be settled in shares (such that the maximum number of shares issuable cannot be determined at the date of the grant), this limitation will apply to the Awards at grant by deeming the Award to cover the number of shares having a then Fair Market Value equal to the maximum cash amount earnable under the Award. The foregoing shall be subject to adjustment as provided in Section 7 hereof. All awards issued under the Plan, regardless of type, shall count as one share against the aggregate number of Common Shares issuable hereunder.

(B) Any Common Shares which are subject to any unexercised or undistributed portion of any terminated, expired or forfeited Award (or Awards settled in cash in lieu of Common Shares) shall become available for grant pursuant to new Awards. If the exercise price of an Award is paid by delivering to the Company Common Shares previously owned by the Participant or if Common Shares are delivered or withheld for purposes of satisfying a tax withholding obligation, the number of Common Shares covered by the Award equal to the number of Common Shares so delivered or withheld shall, however, be counted against the number of Common Shares granted and shall not again be available for Awards under the Plan. Shares repurchased by the Company using stock option exercise proceeds shall be prohibited from being added back into the Plan. Stock appreciation rights to be settled in Common Shares shall be counted in full against the number of Common Shares available for award under the Plan regardless of the number of Common Shares issued upon settlement of the stock appreciation right.

(C) Subject to the adjustment provisions of Section 7 hereof, the maximum amount that may be paid under all performance awards under the Plan, including any form of Awards based on the Performance Criteria, to any one Participant during a calendar year shall in no event exceed 1,000,000 Common Shares, in the case of performance awards paid in Common Shares. In the case of ~~multi year~~multi-year performance periods, the amount which is earned in any one calendar year is the amount paid for the performance period divided by the number of calendar years in the period. In applying this limit, the amount of cash and the number of Common Shares earned by a Participant shall be measured as of the close of the applicable calendar year which ends the performance period, regardless of the fact that certification by the Committee and actual payment to the Participant may occur in a subsequent calendar year or years.

(D) Subject to the adjustment provisions of Section 7 hereof, the maximum aggregate number of Common Shares available for grants of stock options or stock appreciation rights to any one Participant under the Plan shall not exceed 1,000,000 Common Shares per calendar year. The limitations contained herein shall be interpreted and applied in a manner consistent with Section 162(m) of the Code.

(E) Subject to the adjustment provisions of Section 7 hereof, the maximum aggregate number of Common Shares available for grants of Awards to any one Non-employee Director Participant under the Plan shall not exceed ~~1,000,000~~100,000 Common Shares per calendar year.

Section 5. PERFORMANCE-BASED COMPENSATION

(A) The Committee may, in its sole discretion, make Awards to Participants intended to comply with the “performance-based” compensation requirements of Section 162(m) of the Code. The granting or vesting of such Awards will be determined based on the attainment of objective written performance goals for a performance period specified by the Committee. The performance goal will state, in terms of an objective formula or standard, the method for computing the granting or vesting of the Award if the goal is attained. The performance goals must be established by the Committee in writing no later than 90 days after the commencement of the performance period or, if less, the number of days which is equal to 25% of the relevant performance period. Performance goals will be based on the attainment of one or more performance measures described below. To the degree consistent with Section 162(m) of the Code, the performance goals may be calculated without regard to extraordinary items. The Committee must certify in writing prior to the payment of performance-based compensation attributable to Awards of restricted stock, restricted stock units and/or performance shares or performance units that the performance goals applicable to such Awards, as well as any other material terms applicable to such Awards, were satisfied.

(B) The Committee shall establish Company performance goals for the granting or vesting of “performance-based” Awards, which may be a fixed target, comparison to a prior period, or a comparison to peer banks or other measure selected by the Committee, and which will be based solely upon one or more of the following performance measures: total stockholder return; return on stockholder equity; return on assets; ratio of non-performing assets to total assets; earnings per share; deposits; demand deposits, loans; commercial business loans; trade finance loans; non-interest income; expenses; and stock price (“Performance Criteria”). The Committee may elect to specify other performance criteria for Awards not intended to qualify as performance-based compensation under Section 162(m) of the Code. Performance measures may relate to the Company and/or one or more of its subsidiaries, one or more of its divisions or units or any combination of the foregoing, on a consolidated or nonconsolidated basis, and may be applied on an absolute basis or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee determines. For purposes of the Plan, each

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of the Performance Criteria shall be as set forth in the Company’s year-end financial statements and balance sheets or market reported prices, with such adjustments as are set forth below. For purposes of the Plan, each of the above criteria that are based upon income, earnings or profits of the Company shall be calculated before taking into account any bonus award paid or payable under this Plan unless otherwise determined by the Committee. In establishing performance criteria for any Plan Year, the Committee may elect to adjust the Performance Criteria to include or exclude changes in accounting principles but may not make other changes to the Performance Criteria except to the extent consistent with Section 162(m) of the Code.

Section 6. ADMINISTRATION OF PLAN

(A) This Plan shall be administered by a committee (the “Committee”) of the Board of Directors of the Company (the “Board”) consisting of two or more Non-employee Directors of the Company. In selecting directors for the Committee, it is intended that such directors shall qualify as “outside directors” within the meaning of Section 162(m) of the Code, “Non-Employee Directors” within the meaning of Rule 16b-3 and independent directors under the rules of any stock exchange on which the Common Shares may be listed and under any other applicable regulatory requirements, but no action of the Committee shall be void or voidable based on any failure of a member to so qualify. Any action of the Committee may be taken instead by the Board of Directors except to the extent required by Section 162(m) of the Code, and any grant of an Award to a Non-employee Director shall be subject to approval of the Board.

(B) Subject to the provisions of this Plan, the Committee shall be authorized and empowered to do all things necessary or desirable in connection with the administration of this Plan, including, without limitation, the following:

(i) adopt, amend and rescind rules and regulations relating to this Plan;

(ii) determine which persons are Participants and to which of such Participants, if any, Awards shall be granted hereunder;

(iii) grant Awards to Participants and determine the terms and conditions thereof, including the number of Common Shares issuable pursuant thereto;

(iv) determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof;

(v) interpret and construe this Plan and the terms and conditions of any Award granted hereunder; and

(vi) certify in writing prior to payment of compensation that the performance goals and any other material terms of an Award were in fact satisfied. For this purpose, approved minutes of the Committee meeting in which the certification is made are treated as a written certification.

(C) Unless prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or some of its responsibilities and powers to any one or more of its members and also may delegate all or some of its responsibilities and powers to any person or persons it selects. The Committee may revoke any such allocation or delegation at any time.

(D) Notwithstanding the foregoing provisions of this Section 6, no power given the Committee herein shall be used after a Change of Control to affect detrimentally the rights of any Participant with respect to any Awards hereunder which are outstanding immediately prior to the Change of Control.

Section 7. ADJUSTMENTS

If the outstanding securities of the class then subject to this Plan are increased, decreased or exchanged for or converted into cash, property or a different number or kind of securities, or if cash, property or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular cash dividend) or other distribution, stock split, reverse stock split or the like, or if substantially all of the property and assets of the Company are sold, then, the Committee shall make appropriate and proportionate adjustments in (i) the number and type of shares or other securities or cash or other property that may be acquired pursuant to Awards theretofore granted under this Plan and (ii) the maximum number and type of shares or other securities that may be issued pursuant to Awards thereafter granted under this Plan and under each limit (including the per person limits) specified in the Plan.

In case of any adjustment or substitution as provided for in this Section 7, the aggregate option price for all Common Shares subject to each then outstanding stock option, stock appreciation right, performance award or other Award, prior to such adjustment or substitution shall be the aggregate option price for all shares of stock or other securities (including any fraction), cash or other property to which such Common Shares shall have been adjusted or which shall have been substituted for such Common Shares. Any new option price per share or other unit shall be carried to at least three decimal places with the last decimal place rounded upwards to the nearest whole number.

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If the outstanding shares of the Common Shares shall be changed in value by reason of any spin off, split off or split up, or dividend in partial liquidation, dividend in property other than cash, or extraordinary distribution to shareholders of the Common Shares, (a) the Committee shall make any adjustments to any then outstanding

stock option, stock appreciation right, performance award or other Award, which it determines are equitably required to prevent dilution or enlargement of the rights of optionees and awardees which would otherwise result from any such transaction, and (b) unless otherwise determined by the Committee in its discretion, any stock, securities, cash or other property distributed with respect to any restricted stock held in escrow or for which any restricted stock held in escrow shall be exchanged in any such transaction shall also be held by the Company in escrow and shall be subject to the same restrictions as are applicable to the restricted stock in respect of which such stock, securities, cash or other property was distributed or exchanged.

Section 8. CHANGE OF CONTROL

Notwithstanding any other provision of the Plan to the contrary, and unless the applicable Award agreement shall otherwise provide, in the event the employment or service of a Participant is terminated by the Company without ~~“Cause”,~~“Cause,” as defined in this Section 8, within three years following the occurrence of a Change of Control of the Company:

(i) all stock options and freestanding stock appreciation rights which are then outstanding hereunder shall become fully vested and exercisable;

(ii) all restrictions with respect to shares of restricted stock and restricted stock units which are then outstanding hereunder shall lapse, and such shares and units shall be fully vested and ~~nonforfeitable;~~non-forfeitable; and

(iii) the uncompleted performance periods for all performance awards which are then outstanding shall be deemed to be completed, and all performance criteria and other conditions relating to such performance awards shall automatically be deemed waived for the entire performance period, and the participant shall become entitled to receipt of the target number of shares of Common Shares subject to such awards.

For purposes of this Section 8, following a Change of Control, “Cause” means any termination of employment where it can be shown that the Participant has (i) willfully failed to perform his or her employment duties for the Company, (ii) willfully engaged in conduct that is materially injurious to the Company, monetarily or otherwise, or (iii) committed acts that constitute a felony under applicable federal or state law or constitute common law fraud. For purposes of this definition, no act or failure to act on the Participant’s part shall be considered “willful” unless done, or omitted to be done, by him or her not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.

Section 9. AMENDMENT AND TERMINATION OF PLAN

The Board may amend or terminate this Plan at any time and in any manner, except for the provisions of the Plan which specify that certain actions or matters must be approved by the stockholders, and provided that no such amendment or termination shall deprive the recipient of any Award theretofore granted under this Plan, without the consent of such recipient, of any of his or her rights thereunder or with respect thereto.

Section 10. EFFECTIVE DATE OF PLAN AND DURATION OF THE PLAN

This Plan as amended shall be effective as of the latter of the date upon which it was approved by the Board of Directors of the Company subject to stockholder approval and the date on which it was approved by the holders of a majority of the voting securities of the Company (the “Effective Date”). The Committee shall have authority to grant Awards hereunder from the Effective Date until the tenth (10^th) anniversary of the Effective Date, subject to the ability of the Board to terminate the Plan as provided in Section 9 hereof. Absent additional stockholder approval, no performance awards may be granted under the Plan subsequent to the time required for re-approval under the regulations issued pursuant to Section 162(m) of the Code.

Section 11. FOREIGN PLAN REQUIREMENTS

To the extent the Committee deems it necessary, appropriate or desirable to comply with foreign law or practices and to further the purpose of the Plan, the Committee may, without amending this Plan, establish special rules and/or sub plans applicable to Awards granted to Participants who are foreign nationals, are employed outside the United States, or both, and may grant Awards to such Participants in accordance with those rules. In the event that the payment amount is calculated in a foreign currency, the payment amount will be converted to U.S. dollars using the prevailing exchange rate published inThe Wall Street Journal (or in such other reliable publication as the Committee, in its discretion, may determine to rely on) on the relevant date.

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Section 12. RIGHTS OF PARTICIPANTS

(a) Status as an eligible Participant shall not be construed as a commitment that any Award will be made under the Plan to such eligible Participant or to eligible Participants generally.

(b) Nothing contained in the Plan (or in any other documents related to this Plan or to any Award) shall confer upon any employee, consultant or other service provider or Participant any right to continue in the employ or service of the Company or any of its subsidiaries or constitute any contract or limit in any way the right of the Company or any subsidiary to change such person’s compensation or other benefits or to terminate the employment of such person with or without cause or limit the right of the Board or the Company’s stockholders to elect or remove directors.

Section 13. WITHHOLDING

To the extent required by applicable ~~Federal,~~federal, state, local or foreign law, the Participant or his or her successor shall make arrangements satisfactory to the Company, in its discretion, for the satisfaction of any withholding tax obligations that arise in connection with an Award. The Company shall not be required to issue any Common Shares or make any cash or other payment under the Plan until such obligations are satisfied.

The Company is authorized to withhold from any Award granted or any payment due under the Plan, including from a distribution of Common Shares, amounts of withholding taxes due with respect to an Award, its exercise or any payment thereunder, and to take such other action as the Committee may deem necessary or advisable to enable the Company and Participants to satisfy obligations for the payment of such taxes. This authority shall include authority to withhold or receive Common Shares or other property, to make cash payments in respect thereof in satisfaction of such tax obligations, and the ability to restrict withholding to statutory minimum amounts where necessary or applicable to avoid adverse accounting treatment.

Section 14. GOVERNING LAW

This Plan and any Award granted hereunder shall be governed by and construed and enforced in accordance with the laws of the State of California without reference to choice or conflict of law principles.

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+ East West Bancorp, Inc. Online Go to www.envisionreports.com/EWBC or scan the QR code — login details are located in the shaded bar below. Stockholder Meeting Notice Important Notice Regarding the Availability of Proxy Materials for the East West Bancorp, Inc. Stockholder Meeting to be Held on May 27, 2021 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to stockholders are available at: www.envisionreports.com/EWBC Easy Online Access — View your proxy materials and vote. Step 1: Go to www.envisionreports.com/EWBC. Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Step 4: Make your selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before May 14, 2021 to facilitate timely delivery. 03E65B 2 N O T + Stockholder Meeting Notice The 2021 Annual Meeting of Stockholders of East West Bancorp, Inc. will be held on Thursday, May 27, 2021 at 2:00pm Pacific Time, virtually via the internet at www.meetingcenter.io/253538535. The password for this meeting is — EWBC2021. Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4: 1. To elect eight directors to serve until the next annual meeting of stockholders and to serve until their successors are elected and qualified: 01 - Molly Campbell 02 - Iris S. Chan 03 - Archana Deskus 04 - Rudolph I. Estrada 05 - Paul H. Irving 06 - Jack C. Liu 07 - Dominic Ng 08 - Lester M. Sussman 2. To approve, on an advisory basis, our executive compensation for 2020. 3. To approve the East West Bancorp, Inc. 2021 Stock Incentive Plan, as amended, restated and renamed. 4. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. 5. To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting. PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can 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. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials. — Internet – Go to www.envisionreports.com/EWBC. Click Cast Your Vote or Request Materials. — Phone – Call us free of charge at 1-866-641-4276. — Email – Send an email to investorvote@computershare.com with “Proxy Materials East West Bancorp, Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by May 14, 2021.

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East West Bancorp, Inc. 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/EWBC or scan the QR code — login details are located in the shaded bar below. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/EWBC 2021 Annual Meeting Proxy Card q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4. For Against Abstain For Against Abstain For Against Abstain + 1. To elect eight directors to serve until the next annual meeting of stockholders and to serve until their successors are elected and qualified: 01 - Molly Campbell 04 - Rudolph I. Estrada 07 - Dominic Ng 02 - Iris S. Chan 05 - Paul H. Irving 08 - Lester M. Sussman 03 - Archana Deskus 06 - Jack C. Liu 2. To approve, on an advisory basis, our executive compensation for 2020. For Against Abstain 3. To approve the East West Bancorp, Inc. 2021 Stock Incentive Plan, as amended, restated and renamed. For Against Abstain 4. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. 5. To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. If the signer is a corporation, partnership or other entity, please sign full entity name by authorized officer, giving full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. 03DLBG 1 U P X + The 2021 Annual Meeting of Stockholders of East West Bancorp, Inc. will be held on Thursday, May 27, 2021 at 2:00pm Pacific Time, virtually via the internet at www.meetingcenter.io/253538535. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is — EWBC2021. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/EWBC q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q REVOCABLE PROXY - EAST WEST BANCORP, INC. + Annual Meeting of Stockholders – Thursday, May 27, 2021 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY The undersigned stockholder(s) of East West Bancorp, Inc. (the “Company”) hereby nominates, constitutes and appoints Irene Oh and Lisa L. Kim, and each of them, the attorney, agent and proxy of the undersigned, with full power of substitution, to vote all stock of the Company which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company (the “Meeting”) to be held virtually at 2:00 p.m., Pacific Time, on Thursday, May 27, 2021, and any postponement or adjournments thereof, as fully and with the same force and effect as the undersigned might or could do if personally present thereat, as follows and, in their discretion, to vote and act upon such other business as may properly come before the Meeting. The meeting will be held virtually via the internet at www.meetingcenter.io/253538535. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is EWBC2021: THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 (ELECTION OF DIRECTORS); “FOR” PROPOSAL 2 (ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION); “FOR” PROPOSAL 3 (APPROVE 2021 STOCK INCENTIVE PLAN); “FOR” PROPOSAL 4 (RATIFICATION OF AUDITORS). IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED BY THE PROXY HOLDERS IN THEIR DISCRETION IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD OF DIRECTORS. THE UNDERSIGNED HEREBY RATIFIES AND CONFIRMS ALL THAT SAID ATTORNEYS AND PROXYHOLDERS, OR EITHER OF THEM, OR THEIR SUBSTITUTES, SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF, AND HEREBY REVOKES ANY AND ALL PROXIES HERETOFORE GIVEN BY THE UNDERSIGNED TO VOTE AT THE MEETING. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING AND THE PROXY STATEMENT ACCOMPANYING SAID NOTICE. (Continued and to be marked, dated and signed, on the other side) C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. +

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East West Bancorp, Inc. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2021 Annual Meeting Proxy Card q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4. For Against Abstain For Against Abstain For Against Abstain + 1. To elect eight directors to serve until the next annual meeting of stockholders and to serve until their successors are elected and qualified: 01 - Molly Campbell 04 - Rudolph I. Estrada 07 - Dominic Ng 02 - Iris S. Chan 05 - Paul H. Irving 08 - Lester M. Sussman 03 - Archana Deskus 06 - Jack C. Liu 2. To approve, on an advisory basis, our executive compensation for 2020. For Against Abstain 3. To approve the East West Bancorp, Inc. 2021 Stock Incentive Plan, as amended, restated and renamed. For Against Abstain 4. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. 5. To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. If the signer is a corporation, partnership or other entity, please sign full entity name by authorized officer, giving full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 03DLCG 1 U P X + q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q REVOCABLE PROXY - EAST WEST BANCORP, INC. Annual Meeting of Stockholders – Thursday, May 27, 2021 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY The undersigned stockholder(s) of East West Bancorp, Inc. (the “Company”) hereby nominates, constitutes and appoints Irene Oh and Lisa L. Kim, and each of them, the attorney, agent and proxy of the undersigned, with full power of substitution, to vote all stock of the Company which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company (the “Meeting”) to be held virtually at 2:00 p.m., Pacific Time, on Thursday, May 27, 2021, and any postponement or adjournments thereof, as fully and with the same force and effect as the undersigned might or could do if personally present thereat, as follows and, in their discretion, to vote and act upon such other business as may properly come before the Meeting. The meeting will be held virtually via the internet at www.meetingcenter.io/253538535. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is EWBC2021: THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 (ELECTION OF DIRECTORS); “FOR” PROPOSAL 2 (ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION); “FOR” PROPOSAL 3 (APPROVE 2021 STOCK INCENTIVE PLAN); “FOR” PROPOSAL 4 (RATIFICATION OF AUDITORS). IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED BY THE PROXY HOLDERS IN THEIR DISCRETION IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD OF DIRECTORS. THE UNDERSIGNED HEREBY RATIFIES AND CONFIRMS ALL THAT SAID ATTORNEYS AND PROXYHOLDERS, OR EITHER OF THEM, OR THEIR SUBSTITUTES, SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF, AND HEREBY REVOKES ANY AND ALL PROXIES HERETOFORE GIVEN BY THE UNDERSIGNED TO VOTE AT THE MEETING. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING AND THE PROXY STATEMENT ACCOMPANYING SAID NOTICE. (Continued and to be marked, dated and signed, on the other side)

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	By order of the Board of Directors,


	~~DOUGLAS P. KRAUSE~~LISA L. KIM
	Corporate Secretary
	Pasadena, California
	April ~~13, 2016~~3, 2021

SUMMARY OF PROXY ~~STATEMENT SUMMARY~~INFORMATION	46
Your Vote is Important	6
Matters to be Considered and Vote Recommendation	4

~~Fiscal 2015 Business Highlights~~	5

~~Corporate Governance Highlights~~	6
COMPANY HIGHLIGHTS	7
East West Bancorp, Inc. at a Glance	7
Financial Summary	7
~~Executive Compensation~~Environmental, Social and Governance (“ESG”) Highlights	8

~~Voting Information and Questions You May Have~~Community Highlights	8
Summary Information about Director Nominees	9
~~PROPOSAL 1 (ELECTION OF DIRECTORS)~~Corporate Governance Highlights	1310
Executive Compensation Highlights	11
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	12
Proposal 1: Election of Directors	12
Board of Directors and Nominees	1412
Director Nominee Qualifications and Experience	13
~~Corporate~~ Governance Documents	1817

Director Independence, Financial Experts and Risk Management Experience	17
Board Leadership Structure	18
Director Education and Self-Assessment	18
~~Board Leadership Structure~~	19

Board Meetings and Committees	2019
Stockholder Nominees	22
~~Consideration of Director~~Identifying and Evaluating Nominees for Directors	23

Communications with the Board	23
Executive Sessions	23
Stock Ownership Guidelines	23
No Pledging/Hedging of Company Securities	24

~~Executive Sessions~~	24

~~Stock Ownership Guidelines~~	24

Certain Relationships and Related Transactions	2524

Director Compensation	2624
2020 Non-Employee Director Compensation Table
~~COMPENSATION OF EXECUTIVE OFFICERS~~	27

~~Compensation Discussion and Analysis~~	27

~~Overview of Our Compensation Strategy~~	27

~~2015 Financial Performance Highlights~~	27

~~Compensation Objectives and Elements of Compensation~~	30

~~Pay for Performance Philosophy~~	30

~~Discussion of our Fiscal 2015 Executive Compensation Program~~	34

~~2015 Performance-Based Awards for Named Executive Officers~~	38

~~2015 Compensation Decisions for Named Executive Officers~~	42

~~2016 Executive Compensation Program Decisions~~	45

~~Other Compensation Policies and Information~~	47

~~Report by Compensation Committee~~	48

~~Compensation of Named Executive Officers~~	49

~~PROPOSAL 2 (ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION~~	55

~~PROPOSAL 3 (APPROVAL OF EAST WEST BANCORP, INC. 2016 STOCK INCENTIVE PLAN)~~	57

~~Overview of 2016 Stock Incentive Plan~~	57

~~Summary of Plan Features~~	59

~~PROPOSAL 4 (RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM)~~	68

~~Fees Paid to the Independent Registered Public Accounting Firm~~	68

~~Report by the Audit Committee~~	69

~~OTHER INFORMATION~~	71

~~Stock Ownership of Principal Stockholders, Directors and Management~~	71

~~Section 16(a) Beneficial Ownership Reporting Compliance~~	72

~~Proposals of Stockholders~~	72

~~Annual Report on Form 10-K~~	73

~~Other Business~~	73

~~EXHIBIT A~~

~~2016 East West Bancorp, Inc. Stock Incentive Plan~~	7425

COMPENSATION DISCUSSION AND ANALYSIS~~PROXY STATEMENT SUMMARY~~	26
2020 Financial Performance Highlights	27
2020 Response to the COVID-19 Pandemic	29
Framework and Process for Determining Executive Compensation	30
Primary Elements of Our Executive Compensation Program	34
2020 Compensation Decisions for Named Executive Officers	40
Other Compensation Policies and Information	42
Compensation Committee Report	43
Summary Compensation Table	44
Grants of Plan-Based Awards	45
Outstanding Equity Awards at Year-End	46
Option Exercises and Stock Vested	48
Nonqualified Deferred Compensation Table	48
Retirement Plans	49
Employment Agreements and Potential Payments upon Termination or Change in Control	49
CEO to Median Employee Pay Ratio	51
Compensation Committee Interlocks and Insider Participation	52
Proposal 2: Advisory Vote to Approve Executive Compensation	53
STOCK INCENTIVE PLAN	54
Proposal 3: Approval of East West Bancorp, Inc. 2021 Stock Incentive Plan	54
Overview of 2021 Stock Incentive Plan	54
Summary of Plan Features	56
RATIFICATION OF AUDITORS	63
Proposal 4: Ratification of Auditors	63
Audit Fees, Audit Related Fees, Tax Fees and All Other Fees	63
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	64
Audit Committee Report	64
STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND MANAGEMENT	66
OTHER INFORMATION	67

Voting Information and Questions You May Have	67
Proposals of Stockholders	72
Annual Report on Form 10-K	72
Other Business	72
APPENDIX A
East West Bancorp, Inc. 2021 Stock Incentive Plan	73

~~YOUR VOTE IS IMPORTANT~~

Matters for Stockholder Consideration	Our Board’s Recommendation
~~Item 1.~~ Proposal 1: Election of Directors (page ~~14)~~


12) To elect eight directors to serve until the next annual meeting of stockholders and to serve until their successors are elected and qualified. The Board believes that the ~~ten (10)~~eight director nominees possess the necessary qualifications to provide effective oversight of the Company’s business and quality advice and counsel to our management.	FOR each Director Nominee
~~Item 2.~~ Proposal 2: Advisory Vote to Approve Executive Compensation (page ~~56)~~

53) The Company seeks a non-binding advisory vote from its stockholders to approve the compensation ofpaid to its Named Executive Officers ~~for 2015~~in 2020, as described in the Compensation Discussion and Analysis section and the tables that follow, beginning on page ~~28.~~26 of the Proxy Statement. The Board values stockholders’ opinions and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.	FOR
~~Item 3.~~ Proposal 3: Approval of 2021 Stock Incentive Plan (page ~~58)~~

54) ~~As discussed further under the Compensation Discussion and Analysis section beginning on page 28, the~~The Board has adopted, and proposes that our stockholders approve, the East West Bancorp, Inc. ~~2016 Stock Incentive Plan, as amended, restated and renamed from the 1998~~2021 Stock Incentive Plan (the ~~“Stock~~“2021 Stock Incentive Plan”), ~~as an important component of its executive compensation program.~~which amends, restates and renames the current East West Bancorp 2016 Stock Incentive Plan. The Board and the Compensation Committee believe that the effective use of stock-based long-term incentive compensation is essential to maintain a balanced and competitive compensation program, has been integral to the Company’s success in the past and is vital to its ability to achieve strong performance in the future. In accordance with federal law, the Company’s Stock Incentive Plan must be re-approved by stockholders at least every five (5) years so that grants of performance-based compensation may be fully deductible for federal tax purposes.	FOR
~~Item 4.~~ Proposal 4: Ratification of Auditors (page ~~69)~~

63) The Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as the ~~Independent Registered Public Accounting Firm~~independent registered public accounting firm of the Company for the ~~fiscal~~ year ending December 31, ~~2016~~2021 is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of KPMG LLP to serve as the ~~Independent Registered Public Accounting Firm.~~Company’s independent registered public accounting firm for the year ending December 31, 2021.	FOR

				Committee Memberships
Name	Age	Director Since	Primary Occupation	A	B	C	E	N	R

Molly Campbell *	55	2014	Director of the Port Commerce Department for the Port Authority of New York and New Jersey	ü FE
Iris S. Chan *	70	2010	CEO of Ameriway		ü				ü RE
Rudolph I. Estrada * (LD)	68	2005	CEO of Estradagy; Professor of Business, California State University	ü	ü Chair	ü	ü	ü	ü Chair
Paul H. Irving *	63	2010	Chairman of the Milken Institute Center for the Future of Aging		ü			ü
John M. Lee *	84	2006	Vice Chairman of the Board of East West Bancorp, Inc. and East West Bank					ü	ü
Herman Y. Li *	63	1998	Chairman of C&L Restaurant Group, Inc.		ü			ü Chair
Jack C. Liu *	57	1998	Senior Attorney, Alliance International Law Offices			ü Chair
Dominic Ng	57	1991	Chairman of the Board and CEO of East West Bancorp, Inc. and East West Bank				ü Chair
Keith W. Renken *	81	2000	Managing Partner of Renken Enterprises	ü Chair FE		ü
Lester M. Sussman *	61	2015	Senior Practice Director of Resources Global Professionals	ü FE					ü RE

Name	Age	Director Since	Primary Occupation	A	B	C	E	N	R
Molly Campbell*	60	2014	Retired, Former Director of the Port Department of the Port Authority of New York and New Jersey	ü FE		ü		ü
Iris S. Chan*	75	2010	CEO of Ameriway		ü Chair				ü RE
Archana Deskus*	55	2019	Chief Information Officer, Intel Corporation						ü
Rudolph I. Estrada* (LD)	73	2005	CEO of Estradagy Business Advisors	ü	ü		ü		ü Chair
Paul H. Irving*	68	2010	Chairman of the Milken Institute Center for the Future of Aging	ü	ü			ü Chair
Jack C. Liu*	62	1998	Senior Attorney, Alliance International Law Offices			ü Chair		ü
Dominic Ng	62	1991	Chairman of the Board and CEO of East West Bancorp, Inc. and East West Bank				ü Chair
Lester M. Sussman*	66	2015	Retired, Former Vice President, Advisory Services of Resources Global Professionals	ü Chair FE		ü			ü RE

Director Nominees	Age	Year First Appointed	Committee Memberships	Current Term Expires
Molly Campbell *	55	2014	A (FE)	2016
Iris S. Chan *	70	2010	B, R (RE)	2016
Rudolph I. Estrada (LD)*	68	2005	A, B (Chair), C, R (Chair), N, E	2016
Paul H. Irving *	63	2010	B, N	2016
John M. Lee *	84	2006	R, N	2016
Herman Y. Li *	63	1998	B, N (Chair)	2016
Jack Liu *	57	1998	C (Chair)	2016
Dominic Ng	57	1991	E (Chair)	2016
Keith W. Renken *	81	2000	A (Chair & FE); C	2016
Lester M. Sussman *	61	2015	A (FE), R (RE)	2016

	Fees Earned
	or		Stock
Name ⁽¹⁾	Paid in Cash		Awards⁽²⁾		Total		Fees Earned or Paid in Cash ($)	Stock Awards⁽²⁾ ($)	Total ($)
Molly Campbell	$	54,029	$	99,971	$	154,000	100,533	109,967	210,500
Iris S. Chan		55,529		99,971		155,500	118,533	109,967	228,500
Archana Deskus							94,533	109,967	204,500
Rudolph I. Estrada		205,529		99,971		305,500	234,533	109,967	344,500
Paul H. Irving		48,029		99,971		148,000	121,533	109,967	231,500
John M. Lee		55,529		99,971		155,500
Herman Y. Li		62,029		99,971		162,000
Jack C. Liu		72,529		99,971		172,500	116,033	109,967	226,000
Keith W. Renken		81,529		99,971		181,500
Lester M. Sussman		48,032		99,968		148,000	123,533	109,967	233,500

Dominic Ng	Chairman and Chief Executive Officer
Irene H. Oh	Executive Vice President, Chief Financial Officer
Douglas P. Krause	Vice Chairman, Chief Corporate Officer
Andy Yen	Executive Vice President, Head of International and Commercial Banking
Gary Teo⁽¹⁾	Senior Vice President, Head of Human Resources
Catherine Zhou⁽²⁾	Former Executive Vice President, Head of Consumer Banking and Digital Banking



Our Executive Compensation Program
What We Do		What We Don’t Do
ü	Place a substantial majority of executive compensation at risk and subject to performance metrics	×	Do not allow re-pricing of stock options without stockholder approval
ü	Engage with and consider stockholder input in designing our executive pay programs	×	Do not provide “single trigger” change in control payments to executive officers
ü	Grant all of our NEOs’ total long-term incentives in performance-based restricted stock units	×	Do not permit hedging or pledging of Company stock
ü	Link annual NEO incentive pay to objective, pre-established financial performance goals	×	Do not permit gross-ups for excise or other taxes on severance or in connection with a change in control
ü	With oversight from the Compensation Committee, perform annual risk assessments to ensure that our compensation policies and programs are not likely to materially increase the Company’s risk exposure
ü	Engage an independent compensation consultant that reports solely to the Compensation Committee
ü	Maintain stock ownership requirements for all NEOs, including a requirement that a majority of stock grants (net of taxes) must be held until retirement
ü	Maintain a relevant peer group
ü	Maintain a clawback policy
ü	Listen to and engage with our stockholders regarding executive compensation decisions and philosophy
ü	Conduct an annual review and approval of our compensation strategy

Compensation Committee Resource		Description
Compensation Committee Consultant		The independent compensation consultant reports directly to the Compensation Committee. The independent compensation consultant also advises the Compensation Committee on trends and issues in executive compensation and provides comparative compensation information for companies with which the Company competes for talent. The Compensation Committee has the sole authority to retain and oversee the work of the consultants, who do not provide services to Company management. The Compensation Committee evaluates the independence of the consultant.
The Company’s Human Resources Department		The Company’s Human Resources Department provides additional analysis, administrative support and counsel as requested by the Compensation Committee.
~~Say on Pay~~Say-on-Pay Proposal		The Compensation Committee has considered the annual “Say-on-Pay” vote, which was approved by approximately 98% of votes cast at the 2020 annual meeting and solicited input from a number of our larger stockholders. The Compensation Committee believes that the proposed compensation structure with the modifications discussed elsewhere in this Proxy Statement is appropriate for the Company.