Name	Age	Director Since	Independent	Committee Memberships	Primary Occupation
Manuel P. Alvarez	41	2022		R (RE)	Founding Principal of BridgeCounsel Strategies LLC
Molly Campbell	61	2014		A (FE), C, N	Retired, Former Director of the Port Department of the Port Authority of New York and New Jersey
Iris S. Chan	76	2010		B (Chair), R (RE)	CEO of Ameriway
Archana Deskus	56	2019		B, R	Chief Information Officer (“CIO”),  PayPal Holdings, Inc.
Rudolph I. Estrada	74	2005	Lead Independent Director	A, B, E, R (RE and Chair)	CEO of Estradagy Business Advisors
Paul H. Irving	69	2010		A, B, N (Chair)	Senior Fellow of the Milken Institute
Jack C. Liu	63	1998		C (Chair), N	Senior Attorney, Alliance International Law Offices
Dominic Ng	63	1991	CEO	E (Chair)	Chairman of the Board and CEO of East West Bancorp, Inc. and East West Bank
Lester M. Sussman	67	2015		A (FE and Chair), C, R (RE)	Retired, Deloitte Audit Partner

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

N = Nominating/Corporate Governance Committee;R = Risk Oversight Committee

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

Director Dashboard 

Corporate Governance Highlights

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:

Executive Compensation Highlights

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 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 financial and strategic performance and also by granting long-term equity awards. The Company has a commitment to strong and sustainable governance and compensation practices. The Company continuously reviews its compensation practices to ensure that they are effective. Our executive compensation practices include the following features:following:

VOTING INFORMATION AND QUESTIONS YOU MAY HAVE 

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.

What matters am I voting on?

You will be voting on:

How does the Board recommend I vote on these proposals?

The Board recommends a vote:

Who is entitled to vote?

Holders of our common stock as of the close of business on March 29, 2019 (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, we had 145,500,245 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.

How do I vote?

If you are a stockholder of record, you may:

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.

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 a registered stockholder, you may change your vote by:

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:

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. 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?

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 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.

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 “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.

What is a quorum?

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 Annual Meeting will constitute a quorum at the Annual 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, however, our directors, officers and employees may also solicit proxies personally, by telephone or via the internet. Directors, officers and employees will not be paid any additional compensation for soliciting proxies.

Is my vote confidential?

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 Annual Meeting of Stockholders to be Held on May 21, 2019

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:

East West Bancorp, Inc.

Attention: Investor Relations

135 N. Los Robles Avenue, 7^th Floor

Pasadena, California 91101

(626) 768-6000

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).

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 will provide the final results in an amendment to the Form 8-K as soon as final results become available.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Proposal 1: Election of Directors

Proposal Snapshot   ·What am I voting on?   Stockholders are being asked to elect eightnine director nominees for a one-year term. This section includes information about the Board and each director nominee.   ·Voting recommendation:   FOR the election of each director nomineenominee.. We believe the combination of the various qualifications, skills and experiences of the director nominees will 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.

Board of Directors and Nominees

Our business is managed under the direction of our Board, which is currently composed eight members.nine-member Board. The Board is nominating the eightnine director nominees discussed below to serve a one-year term, each of whom wasis recommended for reelectionelection by the 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 leadership and/or 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, regulatory oversight, and leadership development, as further described below.development.

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 serviceserve on the Board and its Committees.committees. In 2021, all directors attended 100% of all meetings of the Board.

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.Asia. In addition, the proposed nominees reflect our heritage and continuing role as one of the most diverse financial institutions in the country and our leading role as the largest FDIC-insured minority depository institution insured by the Federal Deposit Insurance Corporation (the “FDIC”). Our Board is representative of the rich ethnic diversity and multiculturalism that existsheadquartered in the United States and in California, where we are headquartered.States. Of the eightnine persons being nominated as directors, 75%, or sixseven are members of the eight director nominees are ethnic/racial minorities. The minority director nominees includegroups, including four Asian-Americans, one African-American, and one Hispanic-American.two Hispanic-Americans. Furthermore, we are committed to gender diversity on the Board, and in management roles, and twothree of theour nine director nominees are women. We believe the director nominees represent one of the most diverse boards of publicly tradedamong publicly-traded financial institutions in the U.S.United States.

The following table presents certain information with respect to the Board’s nominees for director. All director nominees of the Company are also directors of the Bank, the Company’s principal subsidiary.Bank. 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. For further details, see the “Other Compensation Policies and Information — Employment Agreements and Potential Payments upon Termination or Change in Control” section of this Proxy Statement.

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

N = Nominating/Corporate Governance Committee;R = Risk Oversight Committee

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

None of the 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 whichthat 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, as amended, other than Mr. Ng, who is a director of Mattel, Inc. and Mr. Irving,(Nasdaq: MAT), Ms. Campbell, who is a director of Pharos Capital BDC,Granite Construction Inc. (NYSE: GVA), and Ms. Deskus who is a director of Cognizant Technology Solutions Corporation (Nasdaq: CTSH).

We have no reason to believe that any of the 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.

Director Nominee Qualifications and Experience

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

Each of the director nominees currently serves on the Board andBoard. With the exception of Mr. Alvarez, who was appointed as a director of the Company on January 1, 2022, all were elected by the stockholders at the 2018May 27, 2021 annual meeting of Stockholders.stockholders. If elected, each nominee will hold office until the 20202023 annual meeting of stockholders and until his or her successor is elected and qualified.

The principal occupation during the past five years of each director nominee is set forth below. Included in each Directordirector 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 nominees have held their present positions for at least five years, unless otherwise stated.

Director Qualifications and Experience Manuel P. Alvarez is the Founding Principal of BridgeCounsel Strategies LLC, a minority-owned financial technology consultancy. Before founding BridgeCounsel in 2021, Mr. Alvarez served as California’s chief banking and financial regulator from 2019 to 2021, first as Commissioner of the Department of Business Oversight (“DBO”) and then as the first Senate-confirmed Commissioner of the California Department of Financial Protection & Innovation (“DFPI”), which broadly regulates the state’s banking and financial services industry. From 2014 to 2019, Mr. Alvarez served as General Counsel, Chief Compliance Officer, and Corporate Secretary at Affirm, Inc. (Nasdaq: AFRM), a financial-technology platform providing online point-of-sale consumer financing solutions.  Mr. Alvarez is admitted to practice law in California and is an active real estate and angel investor. He serves on the advisory boards of several venture-backed, private fintech companies and enjoys mentoring first-generation law students and professionals.    Manuel P. Alvarez Independent Founding Principal of BridgeCounsel Strategies, LLC 2019 Fellow, Harvard University Advanced Leadership Initiative Director Since 20142022 Committee: Risk Oversight   Board Committees: ·     Audit ·     Compensation Molly Campbellis currently a Fellow with has almost 30 years of executive leadership experience, most recently as an Advisor to the U.S. Treasury Office of Technical Assistance and as an advanced leadership fellow at Harvard University Advanced Leadership Initiative.University. From 2015 through 2018, Ms. Campbell was the Director of the Port Department of the Port Authority of New York and New Jersey. In that role, she was responsible for the operations and oversight of the largest seaport on the East Coast.  Prior to that, beginning in 2015, Ms. Campbell was employed with the City of Los Angeles as the Director of Financial Management Systems at the Los Angeles World Airports. From 2007 through 2015, Ms. Campbell was Deputy Executive Director of the Port of Los Angeles. She has also served as the Director of Financial Management Systems at the Los Angeles World Airports and the Director of Public Finance for the City of Los Angeles.  Ms. Campbell is active in national and international logistics associations. The Company believes Ms. Campbell’s expertise and knowledgeShe currently serves on the Board of global logistics, international trade and financial management well qualifies her to serve on our Board. Directors of Granite Construction Inc. (NYSE: GVA).   Molly Campbell Independent Retired, Former Director of the Port Department of the Port Authority of New York and New Jersey Director Since 2014 Committees: Audit, Compensation, Nominating/Corporate Governance   CEO of Ameriway Director Since 2010 Board Committees: ·     BSA/AML & OFAC Compliance ·     Risk Oversight Iris S. Chanis currently the CEO of Ameriway, which she founded in 1989. Ameriway focuses on early-stageinnovative investments and cross-border trade between North America and Asia. She was the former Executive Vice President and Group Head of Wells Fargo’s (NYSE: WFC) National Commercial Banking Group and a member of the Wells Fargo Management Committee. Earlier in her career, Ms. Chan held various management and international banking positions with Bank of America (NYSE: BAC) and Citicorp.   Ms. Chan is involved in many community and professional organizations. Currently, she is on the board of governors of the San Francisco Symphony. Ms. Chan has received various awards and recognition for her work. In 2007 and 2008, she was named one of the “25 Most Powerful Women in Banking” by American Banker magazine. Ms. Chan brings to the Board a deep understanding of commercial lending and credit risk oversight, in a banking environment, in addition to her perspectives on U.S.–Asia cross-border trade and investment. The Company believes that Ms. Chan’s high-level executive and oversight experience in the financial services industry including in the financial oversight and internal controls area well qualifies her to serve on our Board.   Iris S. Chan Independent Lead Director, East West Bancorp, Inc. and East West Bank; CEO of Estradagy Business AdvisorsAmeriway Director Since 2005 Board Committees:2010 ·     Audit ·Committees: BSA/AML & OFAC Compliance (Chair) ·     Compensation ·     Executive ·     Nominating/Corporate Governance ·, Risk Oversight (Chair) Archana Deskus is currently the CIO of PayPal Holdings, Inc. (Nasdaq: PYPL). From 2019 to 2022, she was at Intel Corporation (Nasdaq: INTC), serving as its CIO from 2020 until 2022, and responsible for leading Intel’s global information technology (“IT”) organization and managing a staff of approximately 5,000 employees. From 2017 through 2019, she was Hewlett Packard Enterprise’s (NYSE: HPE) CIO, responsible for its IT infrastructure and technology resources. Prior to joining Hewlett Packard Enterprises, Ms. Deskus served as the CIO at Baker Hughes (Nasdaq: BKR) from 2013 to 2017. Ms. Deskus has also held CIO roles at Ingersoll-Rand (NYSE: IR), Timex Corporation, and United Technologies Corporation (NYSE: UTX), giving her wide perspectives across various industries.   Ms. Deskus currently serves on the Board of Directors of Cognizant Technology Solutions Corporation (Nasdaq: CTSH). In addition to her business experiences, Ms. Deskus has served on the boards of private and non-profit organizations including Junior Achievement of Southeast Texas, Tavant Technologies and American Eagle Federal Credit Union.   Archana Deskus Independent Executive Vice President and Chief Information Officer, PayPal Holdings, Inc. Director Since 2019 Committees: BSA/AML & OFAC Compliance, Risk Oversight Rudolph I. Estradais the Lead Independent Director of the Board of East West Bancorp, Inc. and East West Bank. Mr. Estrada is the Chief Executive OfficerCEO of Estradagy Business Advisors since 1987, a business and banking advisory group that serves small and medium-sized businesses. He has also served as a university professor of business in the California State University system for over 35 years. He formerly served as the Los Angeles District Director for the U.S. Small Business Administration (“SBA”), the largest SBA district in the U.S., and was the former Presidential appointee serving as Commissioner on the White House Commission on Small Business. He currently serves on the boards of several corporate and nonprofitnon-profit organizations and is a Leadership Fellow with the National Association of Corporate Directors.   Mr. Estrada is a decorated veteran of the U.S. Army. Mr. Estrada brings to the Board a valuable small business lending and public service perspective, a focus on the prudent management and operations of businesses in a heavily regulated environment, and a comprehensive knowledge of corporate governance. The Company believes that Mr. Estrada’s extensive management Rudolph I. Estrada Independent Lead Independent Director, East West Bancorp, Inc. and executive experience in both the public and private sectors well qualifies him to serve on our Board.East West Bank; CEO of Estradagy Business Advisors, LLC Director Since 2005 Committees: Audit, BSA/AML & OFAC Compliance, Executive, Risk Oversight (Chair)   16 Independent Chairman ofPaul H. Irving is a senior fellow at the Milken Institute since 2022, previously serving as the Institute’s president and founding chair of its Center for the Future of Aging Director Since 2010 Board Committees: ·     Audit ·     BSA/AML & OFAC Compliance ·     Nominating/Corporate Governance Paul H. from 2011 to 2021. Irvingis chairmanalso a distinguished scholar-in-residence at the University of the Milken Institute’s Center for the FutureSouthern California Leonard Davis School of Aging. Mr. Irving previouslyGerontology. He earlier served as the Milken Institute’s president, as an advanced leadership fellow at Harvard University, and as chairman,chair, CEO, and head of the financial services group of Manatt, Phelps & Phillips, LLP, a national law and consulting firm. Mr. Mr. Irving is chair emeritus and a member of the board of Pharos Capital BDC, Inc. His volunteer activities include service as chairman of the board of Encore.org and as distinguished scholar in residence at the University of Southern California Davis School of Gerontology. Mr. Irving also serves on the advisory boardsNational Academy of Medicine Commission for Healthy Longevity, the Global Advisory Council of Stanford University’s Distinguished Careers Institute, WorkingNation,the Board of Councilors of the USC Davis School, and the Global Coalition on Aging.Advisory Board of WorkingNation. He is also a member of the International Strategic Committee of the Quadrivio Group Silver Economy Fund.   Mr. Irving brings to the Board valuable perspective and insight on corporate governance, regulatory, policy and legal matters with his long experience as an advisor to the financial services industry and leadership roles in professional services and in the non-profit sector, where he currently focuses on system-level economic, social and health challenges. The Company believes that Mr. Irving’s extensive legal, management, and policy experience well qualifies him to serve on our Board.   Paul H. Irving Independent Chairman Senior Fellow of the C&L Management Group, Inc.Milken Institute Director Since 1998 Board Committees:2010 ·Committees: Audit, BSA/AML & OFAC Compliance, · Nominating/Corporate Governance (Chair)   Herman Y. Li is Chairman of the C&L Management Group, Inc., currently a franchisee of Denny’s and Corner Bakery restaurants in multiple states. He was a past member of the Burger King Corporation Inclusion Advisory Council, a past President for the Southern California Burger King Franchisee Association, and founding board member of Restaurant Services, Inc., a Burger King system independent purchasing and distribution service co-op. Mr. Li brings to the Board both an entrepreneurial and a consumer marketing/brand management perspective and the Company believes that Mr. Li’s extensive and varied business career well qualifies him to serve on our Board. Independent Senior Attorney, Alliance International Law Offices Director Since 1998 Board Committees: ·     Compensation (Chair) ·     Risk Oversight Jack C. Liuis a senior attorney with Alliance International Law Offices.Offices since 2010. Prior to that,this, Mr. Liu was a Senior Advisor for the Morgan Stanley International Real Estate Fund (“MSREF”) and was President of MSREF’s affiliate New Recovery Asset Management Corp. Mr. Liu advises on business and legal aspects of international corporate, real estate, and banking matters. He currently serves on the board of TransGlobe Life Insurance, Inc., a privately held corporationprivately-held insurance company based in Taiwan. Mr. Liu is also a Leadership Fellow with the National Association of Corporate Directors.   Mr. Liu is admitted to practice law in the jurisdictions of California and Washington, D.C. and, as well as in Taiwan as a foreign attorney. Mr. Liu is a Leadership Fellow with National Association of Corporate Directors. He is also the Vice Chairman of Taipei Independent Directors Association. Mr. Liu brings to the Board his experience and insight on doing business in Asia, as well as his board-level perspective and leadership on risk management and oversight of heavily regulated companies. The Company believes thatfinancial institutions. Mr. Liu’s extensive executive management experience internationallyLiu is well recognized as an expert in various corporate governance and domestically well qualifies him to serve on our Board.ESG matters. Jack C. Liu Independent Senior Attorney, Alliance International Law Offices Director Since 1998 Committees: Compensation (Chair), Nominating/Corporate Governance   17   Dominic Ng Chairman of the Board and CEO of East West Bancorp, Inc. and East West Bank Director Since 1991 Board Committees: ·Committee: Executive (Chair) Dominic Ng is Chairman of the Board and CEOChief Executive Officer of East West Bancorp, Inc. (Nasdaq: EWBC) and East West Bank. Mr. Ng transformed East West Bank from a small savings and loan association with $600 million in assets and a market capitalization of $40 million in 1991 into the full-service international and commercial bank it is today, - with $41$60.9 billion in assets and a market capitalization of $6.3 billion as of December 31, 2018. East West Bank has been ranked in the top 10 of “America’s 100 Best Banks” byForbes for the past two years.2021.  Prior to taking the helm of East West Bank as CEO in 1992, Mr. Ng was President of Seyen Investment and also spent ten yearspracticed as a CPA with Deloitte & Touche, LLP in Houston and Los Angeles.   Mr. Ng currently serves on the boardgoverning boards of Mattel, Inc. He is also on the board of trustees of(Nasdaq: MAT), the Academy Museum of Motion Pictures, and on the board of the University of Southern California. He also previously served on the board of directors of the Federal Reserve Bank of San Francisco, Los Angeles Branch. Mr. Ng has beenwas named byForbes as one of the 25 most notable Chinese Americans, by theLos Angeles Times as one of the’ 100 most influential people in Los Angeles and by theLos Angeles Business JournalJournal’s as Business Person of the Year. In 2017,American Banker recognized Mr. Ng as Banker of the Year for successfully executing his vision while maintaining discipline on credit, and building East West Bank into one of the nation’s most profitable regional banks. Besides his industry achievements, Mr. Ng is also known for his communitycivic and philanthropic leadership. In 2016, Mr. NgHe received The United Waythe Alexis de Tocqueville Global Award presented by United Way Worldwide, that recognizeswhich recognized his exceptional and sustained engagement and philanthropic leadership. Mr. Ng brings to the Board a comprehensive knowledgestewardship of East West Bank’s business and operations, the financial services industry in the U.S. and in Greater China, and U.S.-China cross-border trade and investments.United Way’s giving campaigns. The Company believes that Mr. Ng’s extensive management experience and financial expertise well qualifiesqualify him to serve on our Board.its Board of Directors. He brings to the Board comprehensive knowledge of East West Bank’s business and operations; the financial services industry in the United States and China; and U.S.-China cross-border trade and investments.

Independent Vice President, Advisory Services for Resources Global Professionals Director Since 2015 Board Committees: ·     Audit (Chair) ·     Risk Oversight

Lester M. Sussmanis currently formerly served as Vice President, Advisory Services for Resources Global Professionals (“RGP”). He has beenwas with RGP sincefrom 2005 through 2020, providing corporate governance, risk management and compliance services to clients globally. Mr. Sussman is also a retired audit partner of 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. Mr. Sussman is a certified public accountant.   Mr. Sussman is a current member of the board of directors of the Braille Institute, as well as the board of directors of the Pacific Southwest chapter of the National Association of Corporate Directors. Mr. Sussman brings over 40 years of financial services experience to East West. The Company believes that his deep expertise in accountingWest Bank.

Lester M. Sussman Independent Retired, Deloitte Audit Partner and auditing, as well as corporate governance, is a complement to our Board as the Company executes on its business model. As a result, the Company believes that Mr. Sussman is well qualified to serve on our Board.Vice President, Advisory Services of Resources Global Professionals Director Since 2015 Committees: Audit (Chair), Compensation, Risk Oversight

Governance Documents 

Governance Documents

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 atwww.eastwestbank.com www.eastwestbank.com/investors by clicking onInvestor Relations — Corporate Information — Governance Documents.

Director Independence, Financial Experts and Risk Management Experience

Our common stock is listed on the Nasdaq Stock Market LLC (��(“Nasdaq”). Under Nasdaq listing standards, independent directors must comprise a majority of a listed company’s board of directors. In addition, 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 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.

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 Nasdaq listing standards. In order for a member of a listed company’s compensation committee to be considered independent for purposes of 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 listing standards. Based on this review, our Board has determined that seveneight of our eightnine directors, or Mses. Campbell, and Chan and Deskus, and Messrs. Alvarez, Estrada, Irving, Li, Liu and Sussman, are independent as that term is defined under the Nasdaq listing standards. Accordingly, all members of the Company’s Audit, BSA/AML & OFAC Compliance, Compensation, Risk Oversight and Nominating/Corporate Governance Committees satisfy the independence requirements of Nasdaq. All members of the Company’s Bank Secrecy Act/Anti-Money Laundering (“BSA/AML”) and Office of Foreign Assets Control (“OFAC”) Compliance Steering Committee and Risk Oversight Committees have also been determined to be independent by our Board, though these committees are not subject to Nasdaq independence requirements. In making this determination,these determinations, 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.

Financial Experts

The Board also reviewed whether any members of the Audit Committee meet the criteria to be considered aan “audit committee financial expertexpert” as defined by the SEC.Securities and Exchange Commission (“SEC”), satisfying the requirements for financial sophistication under Nasdaq. Based on its review, the Board determined that two directors, Ms. Campbell and Mr. Sussman,

qualify as “audit committee financial experts,” as defined under the applicable rules of the SEC, by reason of their prior job experience, and current job experience.satisfy the requirements for financial sophistication under Nasdaq.

Lastly, theRisk Management Experience

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. We continue to measure the independenceStandards of the committee’s members against these standards even thoughBoard of Governors of the Federal Reserve announced last year that, in light of the enactment of the Economic Growth, Regulatory Reform, and Consumer Protection Act, it will not enforce the Enhanced Prudential Standards against bank holding companies with less than $50 billion in total consolidated assets, which includes the Company.System (the “Federal Reserve”). The members of the committee have a general understanding of risk management principles and practices relevant to the Company’s business. In addition, twofour members of the Risk Oversight Committee, Ms. Chan and Mr.Messrs. Alvarez, Estrada, and 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 afor large banking environment, ininstitutions. In addition, toas CEO and founder of Ameriway, she has deep insight into U.S.–Asia cross-border trade and investment. Mr. Alvarez was the founding General Counsel and Corporate Secretary of Affirm, Inc., where he helped build and scale the company’s enterprise risk management function focusing on legal, compliance, and corporate governance. Later, during his tenure as Commissioner of the DFPI, Mr. Alvarez oversaw a large swath of the state’s financial services sector and had primary responsibility for the DFPI’s regulatory and risk oversight of state banks, credit unions, and other licensed entities. Mr. Estrada is the chair of the Risk Oversight Committee and formerly served as the Los Angeles District Director for the SBA. He is experienced at providing management oversight in public and private sectors. 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 involvesinvolved providing corporate governance, risk management and compliance services to clients globally. Accordingly, Ms. Chan’s and Mr.Messrs. Alvarez, Estrada, and 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 Federal Reserve’s Enhanced Prudential Standards.

The Board has responsibility for the 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 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.

Board Leadership Structure

The Board leadership is structured with a Chairman/CEO position and also a Lead Independent Director position whichthat is elected by and from the independent members 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. The designation of the CEO with the additional title as Chairman is important when dealing with overseas customers and dignitaries in the Greater China, area, where these positions are typically combined. The Company has extensive experience and dealings with persons from this 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.

The Company’s governance structure provides for a strong Lead Independent Director role. The powers and duties of a Chairman and a Lead Independent Director differ only in that the Chairman presides over the normal business portion of the meetings of the Board. Since the Lead Independent 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.

Among other things, the Lead Independent Director is required to:

The Company does not have a policy requiring mandatory separation of the 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 seveneight of the eight continuingnine directors being independent.

Director Education and Self-Assessment

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 Committeecommittee meetings by qualified persons on various topics. For example, in 2018,2021, our Board received in-Company training on topics ranging from Cybersecurity, Privacyincluding BSA/AML and Identity Theft, Fair LendingOFAC requirements, privacy and Redlining,identity theft red flag training, fair lending and redlining, the Foreign Corrupt Practices Act, BSA/AML and OFAC requirementscybersecurity, and updates on applicable state, federal and Chinese laws and regulations. AllIn addition, our directors also have external continuing education requirements. In 2018,2021, members of our Board participated in external director continuing education programs including those offered by Ernst & Young, KPMG, Stanford Law School – Directors’ College, Western Bankers Association – FDIC Director’s College, Bank Director – Bank Board Training Forum, and the National Association of Corporate Directors (“NACD”)., Deloitte, Crowe, Protiviti, and KPMG on topics such as audit committee issues, SOX compliance, ESG, board oversight of corporate political activity, diversity, compensation, compliance and ethics, and risk oversight and management. In addition, members of our Board participated in on-line programs offered by the FDIC Directors’ Resource Center on Cybersecurity Awareness, the Community Reinvestment Act,Messrs. Estrada, Liu, and Interest Rate Risk. 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 Carnegie Mellon University in partnership with the NACD. In addition, Messrs.

Estrada and Liu are active members of the NACD, and Messrs. Estrada and Liu are both NACD Leadership Fellows. Fellows and Mr. Sussman is NACD Directorship Certified.

The Board regularly evaluates, at least annually, its overall effectiveness, committee assignments, Board refreshment, and governance and risk management practices. The Nominating/Corporate Governance Committee determines the process for such evaluation and review, which typically includes a review of how certain attributes affect Board and/or individual director effectiveness, such as Board and Board Committee size, meeting frequency, quality and timing of information provided to the Board and Board Committee members, director communication, director education, director skills and qualifications, director independence and overall performance.  Recently, the Board conducted an evaluation process that involved a written assessment which solicited feedback that was then reviewed and discussed by the Board. 

Board Meetings and Committees

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, 2018,2021, the Board held four regularly scheduled meetings, one special meeting, and a multi-day retreat. There were also 2724 meetings of Board committees during 2018.2021. All directors attended all Board meetings, Board committee meetings, and the retreat. In addition, the directors attended 100% of the meetings for the committees on which they served as members. The policy of the Company is to encourage all director nominees to attend the annual meeting of stockholders. All directors were in attendance atattended the 20182021 annual meeting of stockholders.

Our Board has six standing committees: an Audit Committee, a BSA/AML & OFAC Compliance 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. Six Standing Committees:

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

Audit Committee

The current members of our Audit Committee are Ms. Campbell and Messrs. Estrada, Irving and 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 and the SEC. Our Board has also determined that two of the members, Ms. Campbell and Mr. Sussman, are “audit committee financial experts” as defined under the applicable rules of the SEC.SEC and satisfy the financial sophistication requirements of Nasdaq. The Audit Committee held five meetings during the fiscal year ended December 31, 2018.2021.

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.

BSA/AML & OFAC Compliance Committee

In December 2015, the Board created the BSA/AML & OFAC Compliance Committee to provide governance for the enterprise-wide BSA/AML & OFAC program framework and focused oversight of the Company’s program enhancements. Active oversight of BSA/AML & 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 & OFAC Compliance Committee are Ms. Chan and Messrs. Li, Irving and Estrada, with Mr. Estrada 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. The BSA/AML & OFAC Compliance Committee held nine meetings during the fiscal year ended December 31, 2018.

The BSA/AML & OFAC Compliance Committee is responsible for, among other things:

Compensation Committee

The current members of our Compensation Committee are Ms. Campbell and Messrs. EstradaLiu 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. 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 and SEC rules and regulations. The Compensation Committee held sixseven meetings during the fiscal year ended December 31, 2018.2021.

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 – FrameworkCompensation-Setting Process and Process for Determining ExecutiveRoles – Role of the Compensation – Our Compensation PhilosophyCommittee” 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 and director compensation. In evaluating firms to potentially provide services to the Compensation Committee, the Compensation Committee considers whether the firm provides any other services to the Company. The Compensation Committee makes the decision to hire a consultant and provides direction as to its scope of work in its sole discretion. The Compensation Committee has appointed Willis Towers WatsonMeridian Compensation Partners, LLC as its independent compensation consultant.consultant in 2021. The Compensation Committee uses its compensation consultant to:

Independent Compensation Consultant EvaluationNominating/Corporate Governance Committee

The Compensationcurrent members of our Nominating/Corporate Governance Committee are Ms. Campbell and Messrs. Irving and Liu, with Mr. Irving serving as chair. Our Board has evaluateddetermined that each of the individual relationshipsmembers of Willis Towers Watsonour Nominating/Corporate Governance Committee is independent within the meaning of the independent director requirements of Nasdaq. The Nominating and Corporate Governance Committee held four meetings during the year ended December 31, 2021.

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 boththe Company’s Nominating/Corporate Governance Committee.

Risk Oversight Committee

The current members of the Risk Oversight Committee are Mses. Chan and Deskus, and Messrs. Alvarez, Estrada, and Sussman, with Mr. Estrada serving as chair. The Risk Oversight Committee held four meetings during the year ended December 31, 2021. Our Board has determined that each of the members of the Risk Oversight Committee is independent. In addition, all the members of the Risk Oversight Committee meet the independence requirement of the Federal Reserve’s Enhanced Prudential Standards (as well as other regulatory risk oversight standards) as the members are not and have not been officers or employees of the Company within the previous three years and the Compensation Committee, including the provision of other servicesare not related to the Company (there are 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, businessany officers 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 officeremployees of the Company. Based on these evaluations, the Compensation Committee concludedOur Board also has determined that Willis Towers WatsonMr. Estrada meets the criteriarequirements in the Federal Reserve’s Enhanced Prudential Standards for the independence of an independent advisor.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, capital, liquidity, operational, information technology, information security,

market, compliance, legal, strategic, and 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.

BSA/AML & OFAC Compliance Steering Committee

The Board created the BSA/AML & OFAC Compliance Steering Committee in 2015 as an ad hoc board committee to provide board governance for the enterprise-wide BSA/AML & OFAC program framework and focused oversight of the Company’s program enhancements. The 2021 members of the BSA/AML & OFAC Compliance Steering Committee were Mses. Chan and Deskus, and Messrs. Estrada and Irving, with Ms. Chan serving as chair. The Board has determined that each of the members of the BSA/AML & OFAC Compliance Steering Committee is independent. The BSA/AML & OFAC Compliance Steering Committee held four meetings during the year ended December 31, 2021.

The BSA/AML & OFAC Compliance Steering Committee is responsible for, among other things:

The Board has determined that a standalone BSA/AML & OFAC Compliance Steering Committee is no longer needed in light of progress made to enhance our BSA/AML and OFAC policies and procedures. Therefore, effective May 26, 2022, the BSA/AML & OFAC Compliance Steering Committee will be dissolved and all BSA/AML & OFAC matters will be addressed by the Risk Oversight Committee.

Executive Committee

The Executive Committee currently consists of Messrs. Estrada and Ng.Ng, with Mr. Ng servesserving 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 met once in 2018.

Nominating/Corporate Governance Committee

The current members of our Nominating/Corporate Governance Committee are Messrs. Estrada, Irving, and Li, with Mr. Li 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. The Nominating and Corporate Governance Committee held two meetings during the fiscal year ended December 31, 2018.

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 GovernanceExecutive Committee generally meets jointly with the Company’s Nominating/Corporate GovernanceExecutive Committee. The Executive Committee did not meet in 2021.

Risk Oversight CommitteeExecutive Sessions

The current membersindependent directors generally meet in executive sessions without management or any employee directors present at every regularly scheduled meeting of the Risk Oversight CommitteeBoard. The sessions are Ms. Chan and Messrs. Estrada, Liu and Sussman, with Mr. Estrada serving as chair. The Risk Oversight Committee held four meetings during the fiscal year ended December 31, 2018. Our Board has determined that each of the members of the Risk Oversight Committee is independent as definedchaired by the Sarbanes-Oxley Act of 2002 and regulations promulgated thereunder and Nasdaq rules. In addition, all the members of the Risk Oversight Committee meet the independence requirement of the Enhanced Prudential Standards (as well as other regulatory risk oversight standards) as the members are not and have not been officers or employees of the Company within the previous three years and are not relatedLead Independent Director. Any director can request an additional executive session to any officers or employees of the Company. Our Board also has determined that Mr. Estrada meets the requirements in the Enhanced Prudential

be scheduled.

Standards for the independence of chairman of the Risk Oversight Committee. The Federal Reserve announced last year that it will not enforce the Enhanced Prudential Standards against bank holding companies with less than $50 billion in total consolidated assets, which includes the Company, but we continue to apply these standards to 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, liquidity, operational, information technology, human capital, compliance, legal, strategic, reputation, and international. 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.Stockholder Nominees

Stockholder Nominees

The policy of the Nominating/Corporate Governance Committee is to consider properly submitted stockholder nominations for Board candidacy as described below in “Identifying and Evaluating Nominees for Directors.” In evaluating these nominations, the 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 above. Any stockholder nominations proposed for consideration by the Nominating/Corporate Governance Committee should include the nominee’s name and qualifications for Board membership and should be addressed to:

Corporate Secretary

East West Bancorp, Inc.

135 N. Los Robles Avenue, 7th Floor

Pasadena, California 91101

In addition, nominations for 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.our Amended and Restated Bylaws (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 (1010^th) day following the mailing date of the meeting notice to stockholders. Thestockholders or such public disclosure was made. In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the SEC’s universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 27, 2023.The notification shall contain the following information:

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

Identifying and Evaluating Nominees for Directors

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 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 background and experience, including with respect to race, ethnicity, gender origin, background, experience, 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.

Communications with the Board

Our Board welcomes suggestions and comments from stockholders. All stockholders are encouraged to attend the Annual Meeting where senior management and representatives from our independent 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 Independent Director, or to any individual director specified in the communication, as applicable.

Executive Sessions

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

Stock Ownership Guidelines

All directors and executive officersNamed Executive Officers are required to own the Company’s common stock to further align the financial interests of our directors and management with those of our stockholders. The Company’s stock ownership guideline for directors is three times their annual cash retainer, and 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 executive officerssenior management are posted on the Company’s website, which can be found atwww.eastwestbank.com www.eastwestbank.com/investors by clicking onInvestor Relations — Corporate Information — Governance Documents.

Named executive officersExecutive Officers have additional holding requirements for stock acquired as part of their compensation. The majorityNamed Executive Officers are required to hold until retirement at least 51% of any stock acquired upon the exercise of stock options (net of taxes and net of the shares acquiredgrant 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 named executive officers, the higher holding requirements apply and a named executive officer may have holding requirements longer than the above guidelines.of restricted stock or restricted stock units (“RSUs”).

No Pledging/Hedging of Company Securities

Pursuant to our Insider Trading Policy, directors, officers and executive officersemployees 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.

Certain Relationships and Related Transactions

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 written policy 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, 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 2018,2021, 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, 2021, none of these loans were categorized as nonaccrual, past due, restructured, or potential problem loans. We do not have any loans to named executive officers.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.year, other than the aforementioned loans made in the ordinary course of business.

Director Compensation

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 a director of the Company or its subsidiaries and are excluded from the table below. The compensation received by Mr. Ng as an employee of the Company is provided below in the “Summary Compensation Table.”

Director compensation is reviewed by the Compensation Committee of the Board and adjustments are generally considered every two years. The Committee will generally 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 2018,2021, the Compensation Committee engaged Willis Towers WatsonMeridian Compensation Partners, LLC as its independent compensation consultant for this purpose.

In 2018,2021, non-employee directors received an annual cash retainer of $80,000$90,000 and an annual award of $100,000$110,000 of common stock. The Lead Independent Director received an additional annual cash retainer of $70,000.$35,000. The Board believes that the role of a Lead Independent 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 Independent Director’s additional service is justified. The essential duties of the Lead Independent Director are explained in further detail in the section titled “Board Leadership Structure” above and in our Corporate Governance Guidelines. The Lead Independent Director also acts as the Board representative to the Company’s strategic advisory council of outside community leaders and receivesis charged with developing strategic networks of new business, for which he received a cash retainer of $70,000 for such additional Board service.

The committee chairs received an additional annual cash retainer as follows: Audit $20,000; Compensation $20,000; Risk Oversight $20,000; and Nominating/Corporate Governance $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, 2018:2021:

2018 Non-Employee Director Compensation Table

COMPENSATION DISCUSSION AND ANALYSIS

ThisThe following Compensation Discussion and Analysis (“CD&A”) describes the structure and guiding principles of our 20182021 executive compensation program for the Company’s named executive officers (“NEOs”),Named Executive Officers, as set forth below.

2018 Named Executive Officers

The CD&A provides an overview of our:

The Company’s long-term organizational objective is to build a “financial bridge” between the U.S. and Greater China. Achieving that objective will require the right set of leadership skills and talent. With over 130 locations in the U.S. and Greater China, we have developed a talent strategy to identify, recruit and retain individuals who are highly knowledgeable about our customers’ specialized needs, while also well versed with the complexity of international business operations. At the same time, we actively seek to attract and retain talent who can lead and support our rapidly growing organization as we develop and further scale our business. Our compensation program, with its focus on measurable results forMr. Shi joined the Company while being sensitive to market conditions, is a critical tool we use to motivate talentin March 2021, initially as an independent consultant. In June 2021, Mr. Shi was hired as Executive Vice President, Chief Strategy, Growth, and reinforce our commitment to align pay incentives with performance.Technology officer, and was subsequently appointed Executive Vice President, Chief Operating Officer in December 2021. Mr. Huang joined the Company as Executive Vice President, Head of Commercial Banking in November 2021.

¹ Although Mr. Guyett’s employment with the Company terminated on August 24, 2018, he is included as a named executive officer because he 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 he was not serving as an executive officer of the Company at the end of 2018.

20182021 Business and Financial Performance Highlights

In 2021, we continued to deliver strong and consistent financial performance. The Company achieved record loans of $41.7 billion, and record deposits of $53.4 billion, and assets of $60.9 billion.

We also outperformed peer banks in terms of ROA, ROE, and total shareholder return (“TSR”). The Compensation Committee is pleased to report thatbelieves the Company achieved strong performance again in 2018. We believe these results reflectCompany’s 2021 pay decisions reflected the continued successful alignment between the Company’s financial and organizational objectives and its executive compensation program.

¹Balances as of December 31, 2018, as compared to December 31, 2017. Activity and performance for the year ended December 31, 2018, as compared to the year ended December 31, 2017.

² Source: S&P Global Market Intelligence, a division of S&P Global. 

³ Total Deposits, includes deposits held for sale.

⁴ Non-performing total assets excluding purchased credit-impaired loans.

Our financial performance also outpaced that of other banks on a relative basis. Specifically, our full year 2018 ROA of 1.83% and ROE of 17.04% were in the top 10% of publicly traded banks in the U.S. In addition, we have maintained a consistently higher ROA and ROE for each of the last five (5)three years relative to the median ROA and ROE achieved by (i) our compensation peer group described on page 3440 of this Proxy (the “Peer Group”) as well as, and (ii) the banks comprising the KBWKeefe, Bruyette and Woods Nasdaq Regional Banking Index (“KRX”) for those years. Overall, the Company ranked in the 91^st percentile on ROA and 94^th percentile on ROE, relative to its Peer Group; and compared to the KRX, the Company ranked in the 90^th percentile on ROA and 96^th percentile on ROE for 2018..

Company Results Compared to Peers

In the charts above, median percentiles were used to represent the ROA and ROE performance of the Peer Group and the banks comprising the KRX as of each year end.¹The Company believes that ROA and ROE are important performance metrics because they measure the return the Company earned on its stockholders’ investment and the resources it deployed.

¹ Source: S&P Global Market Intelligence, a division of S&P Global.

Our total return to shareholders (“TSR”) was slightly below the median TSR achieved by our Peer Group although ahead of the KRX over the last five years. We continue to believe TSR is an important performance metric 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. The Company will continue to push toward delivering strong and consistent financial performance with the goal of delivering long-term value for our stockholders.

The graph of total shareholder return assumes that on December 31, 2013, $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 “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 or the Exchange Act.

Framework and Process for Determining Executive Compensation

Our Compensation Philosophy

We have designed our executive compensation program to attract and retain excellenttalented managers, while also motivatingrewarding them to deliverfor delivering on our key financial and strategic goals. To support this objective,Guiding principles of our executive compensation program include:

Overview of Our Executive Compensation Program

With input from our stockholders, we included critical components in ourhave designed an executive compensation program that aligns pay with measurable achievement of our corporate goals. Our 2021 executive compensation program remained the same as our 2020 structure. The components of each element of our executive compensation program are designed to:described in the table below.

At2021 Pay Mix for NEOs

The 2021 pay mix for our NEOs highlights the core ofCompany’s commitment to align compensation outcomes to results and underscores our compensation philosophy is aligningof placing significant emphasis on at-risk, performance-based pay. In 2021, 82% of the CEO’s target pay with measurablewas at risk and linked to performance-based outcomes. For the other NEOs excluding Messrs. Huang and Shi, 68% of target pay, on average, was at risk and tied to direct performance and we reinforce this principal by how we structure compensation for our NEOs.results.

Our compensation program benefits from the collective experience of our Compensation CommitteeCompensation-Setting Process and senior management team, who believe these compensation elements provide the proper alignment of incentives for our leaders while ensuring that we can create strong and sustainable stockholder value. Additionally, we meet with key stockholders to discuss their views on executive compensation and solicit feedback on our specific pay program.Roles

Role of the Compensation Committee Responsibilities

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 thatwhich reflects the long termlong-term interests of our stockholders.

The Compensation Committee is responsible for:

Role of the Compensation Committee Resources in Setting PayConsultant

The independent compensation consultant, Meridian Compensation Partners, LLC, reports directly to the Compensation Committee considers several resources, analytical tools and performance measuresadvises the Compensation Committee on trends and issues in determiningexecutive compensation levels, as presented inand provides comparative compensation information for companies with which the chart below: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 annually.

Role of Management

The Company’s Human Resources Department provides additional analysis, administrative support and counsel as requested by the Compensation Committee. Members of management do not recommend, determine, or participate in Committee discussions related to their individual compensation arrangements. The CEO provides executive compensation recommendations for his direct reports, including the other NEOs, but does not participate in discussions related to his own compensation.

2021 Stockholder Advisory Vote on Executive Compensation

Our compensation policies and practices continue to evolve based on input and correspondence submitted from our stockholders, our review of market practices, our consideration of the independent compensation consultant’s advice, our review of reports issued by proxy advisory firms, and the results of the most recent annual “Say-on-Pay” vote by stockholders.

Approximately 96.7% of the votes cast at our 2021 annual meeting of stockholders approved the Company’s 2020 executive compensation. The Compensation Committee views the high approval percentage as an indication that stockholders were generally satisfied with the executive compensation structure and how it was designed.

Use of Peer Group

The Compensation Committee, with input from its independent compensation consultant, 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 considered, using a combinationthe primary factor with additional consideration of factors and considerations, including but not limited to other financial metrics (marketsuch as market capitalization, and revenues),revenue, geographic locations, competition for talent, and business model, and complexity of operations.

In March 2018,December 2020, the Compensation Committee approved a 2018our compensation peer group thatwhich consisted of 24 banks substantiallybank holding companies with similar in market capitalization and asset size as the Company.Company (the “Peer Group”). The Company used the same Peer Group as the prior year for 2021 compensation purposes. Our Peer Group’s total assets, rangeas of December 31, 2021, ranged from $22$30.60 billion to $139$211.4 billion, with a median total asset size of $42.4$66.7 billion. TheAs of December 31, 2021, the median market capitalization as of December 31, 2018 of our Peer Group is $5.3was $8.4 billion, with a range of $2.9between $3.6 billion to $18.5and $39.8 billion. In comparison, with With

respect to total assetassets and market capitalization, the Company ranked in the 47^th49th percentile and 65^th65th percentile, respectively, relative to the Peer Group as of December 31, 2018.2021.

The companies in the Peer Group are as follows:

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 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 reviewsuses 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”Compensation-Setting Process” below for a more detailed discussion.

For purposes of determining long-term incentive awards, the Compensation Committee and its independent compensation consultant Willis Towers Watson determined it would be appropriate to continue usingbenchmarking to banks in the KRX (the “Long Term“Long-Term Performance Peer Group”). The continued 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.process.

Factors and Steps in Setting PayCompensation-Setting Process

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

As a rapidly growing organization, we encounter significant competition for top management talent – those individuals with the strategic vision, understanding of specialized industries and the international banking experience necessary to continuesustain our growth. This challenge to attract and retain qualified personnel has been an important consideration in our compensation decisions, and we expect it will continue to be a significant consideration going forward.

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 independent compensation consultant, the Compensation Committee also considers the Company’s Peer Group and other peer data on base pay, performance-based bonus targets and long-term incentive awards when setting compensation types and amounts for the CEO.

With input from the compensation consultant, theThe Compensation Committee separately reviews and discusses with the CEO his annual compensation recommendations for the other 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 performance-based bonus payout and long-term incentive awards, the Compensation Committee considers the executive’s achievement against performance goals, along with individual contributions toward Company objectives, is taken into account.objectives.

The Compensation Committee does not benchmark to a particular percentile in determining target total direct compensation. 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 that individual’s responsibilities, market factors, succession considerations, and retention considerations. We believe this approach drives higher realized compensation when our financial and stockholderstock performance is strong and less realized compensation when our financial and/or stockholderstock performance is lower.

Outreach to Stockholders 

Our compensation policies and practices continue to evolve based on input from our stockholders, 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.

For example, approximately 98.9% of the Company’s stockholders approved the Company’s 2017 executive compensation at the 2018 annual meeting of stockholders. The Compensation Committee views the high stockholder approval percentage as an indication that stockholders were generally satisfied with the executive compensation structure and how it is designed to incentivize our strong financial performance while balancing the risk inherent in our business. 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 specific pay program.

In 2018 and early 2019, the chair of our Compensation Committee directed efforts to reach out to more than 50 of our largest stockholders to discuss our executive compensation program. Among other things, our Compensation Committee sought stockholder input regarding the 2018 compensation for our CEO. The stockholders who met with us did not express any concerns about our financial performance or our executive compensation. They also did not object to our CEO pay. The stockholders had favorable comments about our current executive compensation program design, which is largely structured around long-term incentives. Based in part on that feedback, the Compensation Committee believes the Company’s compensation approach is properly aligned with stockholder interests.

Primary Elements of Our Executive Compensation Program

With input from our stockholders, we have designed an executive compensation program that aligns pay with measurable performance on our corporate goals. At the 2018 annual meeting of stockholders, approximately 98.9% of the Company’s stockholders approved the Company’s 2017 executive compensation. Based on the high approval percentage and the feedback received from our stockholders, our 2018 executive compensation program remained substantially similar to our 2017 structure. The components of, and rationale for, each element of our executive compensation program are described in the table below.

Base Salary

Base salary is a fixed portion of compensation that is based on Peer Groupdelivered in cash to reflect each executive’s role and ongoing performance. NEO base salary data, salary surveys, and 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 over time and other factors, such as the assessmentlevels are typically reviewed annually by the Compensation Committee (and byand adjusted as appropriate, typically to reflect merit, promotions or changes in responsibilities, or market adjustments. When determining any base salary increases, the CEO,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.