Manuel P. Alvarez

INDEPENDENT

Founding Principal, BridgeCounsel Strategies, LLC

DIRECTOR SINCE:2022

COMMITTEE: Risk Oversight

	Molly Campbell INDEPENDENT Infrastructure Advisor, Department of the Port AuthorityTreasury, Office of New York and New Jersey.Technical Assistance DIRECTOR SINCE:2014 Director Since 2014COMMITTEES: Audit, Compensation, Nominating/Corporate Governance
Board Committees: ·        Audit ·        Compensation		Molly Campbellhas almost 30 years of executive leadership experience, most recently as a 2019 Fellow withan 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. 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. She currently serves on the Board of Directors of Granite Construction Inc. The Company believes Ms. Campbell’s expertise and knowledge of global logistics, international trade and financial management well qualifies her to serve on our Board.(NYSE: GVA).

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Independent CEO of Ameriway Director Since 2010 Board Committees: ·        BSA/AML & OFAC Compliance (Chair) ·        Risk Oversight

 

	Iris S. ChanArchana Deskusis currently the CEO of Ameriway, which she founded in 1989. Ameriway focuses on innovative investments and cross-border trade between North America and Asia. She was the former INDEPENDENT Executive Vice President and Group Head of Wells Fargo’s 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 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 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 financial oversight and internal controls, well qualifies her to serve on our Board.
Independent Chief Information Officer, Intel CorporationPayPal Holdings, Inc. Director Since DIRECTOR SINCE:2019 Board Committees: ·COMMITTEES: Compensation, Risk Oversight
		Archana Deskusis currently the Chief Information Officer (“CIO”) of PayPal Holdings, Inc. (Nasdaq: PYPL). Prior to PayPal, Ms. Deskus held CIO roles at Intel Corporation. Since JanuaryCorporation (Nasdaq: INTC) from 2020 she has been responsible for leading Intel’s global information technology (“IT”) operations and managing a staff of approximately 5,000 employees. From 2017 through 2019, she wasto 2022, Hewlett Packard Enterprise’s CIO, responsible for its IT infrastructureEnterprise (NYSE: HPE) from 2017 to 2019, 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.Cognizant Technology Solutions Corporation (Nasdaq: CTSH) and DataStax, Inc. 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. The Company believes that Ms. Deskus’ 30 years of information technology experience, as well as her insight and thought leadership in risk management, cyber security and innovation, well qualifies her to serve on our Board.

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	Serge Dumont INDEPENDENT Vice Chairman, ImpactWayv, Inc. DIRECTOR SINCE:2022 COMMITTEE: Nominating/Corporate Governance
Serge Dumont is co-founder and vice chairman of ImpactWayv, Inc. He previously held leadership roles at Omnicom Group, Inc. (NYSE: OMC), including vice chairman and chairman, Asia Pacific, from 2011 to 2018. Mr. Dumont’s professional career in global marketing and communications began when he founded Interasia Group in 1985, the first independent communications group in China. A recipient of the Legion d’Honneur, Mr. Dumont has received recognition from governments and international organizations for his contributions to business, philanthropy, health, culture, and education. He previously served as a Goodwill Ambassador for the United Nations’ UNAIDS program and as a senior advisor to the World Health Organization and the Beijing Municipal Government. Mr. Dumont is currently chairman of the board of trustees of Asia Society France and serves on the boards of Synergos and Asia Society in New York.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

 

	Independent Lead Director, East West Bancorp, Inc. and East West Bank; Rudolph I. Estrada LEAD INDEPENDENT DIRECTOR CEO of Estradagy Business Advisors, LLC DIRECTOR SINCE:2005 Director Since 2005 Board Committees: ·COMMITTEES: Audit, ·        BSA/AML & OFAC Compliance · Executive, · Nominating/Corporate Governance, Risk Oversight (Chair)
Rudolph I. Estradais serves as 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, LLC since 1987, a business and banking advisory group that serves small and medium-sized businesses.company. He has also served as a professor of business inand management for the California State University system for over 35 years. He formerly served as the Los Angeles District Director forof 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 servesoffers over 40 years of board experience having served on thevarious bank boards of severaland corporate and non-profit organizations andorganizations. He is a Leadership Fellow with the National Association of Corporate Directors.Directors and a decorated veteran of the U.S. Army.   Mr. Estrada brings to the Board valuable small business lending and public service perspective,perspectives, 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 and executive experience in both the public and private sectors well qualifies him to serve on our Board.

	Paul H Irving INDEPENDENT Senior Advisor, Milken Institute DIRECTOR SINCE:2010 COMMITTEES: Audit, Nominating/Corporate Governance (Chair), Risk Oversight
Independent Chairman ofPaul H. Irving is a senior advisor 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. Irvingis chairman of the Milken Institute’s Center for the Future of Aging. from 2011 to 2021. Mr. Irving previouslyis also a distinguished scholar-in-residence at the University of Southern California Leonard Davis School of Gerontology. 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. Irving served asis 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.orgCoGenerate (formerly, 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 boards of the Stanford Distinguished Careers Institute, WorkingNation, and the Global Coalition on Aging, and as a member of the National Academy of Medicine Commission for Healthy Longevity.Longevity, the Global Advisory Council of Stanford University’s Distinguished Careers Institute, the Board of Councilors of the USC Davis School, and the 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.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Sabrina Kay INDEPENDENT CEO, Fremont Private Investments DIRECTOR SINCE:2022 COMMITTEE: Compensation

Independent Dr. Sabrina Kay has been the CEO of Fremont Private Investments since 2002 and the strategic partner of VSS Capital since 2021. An entrepreneur and philanthropist, Dr. Kay was the founding vice-chair of Premier Business Bank in 2006, which subsequently merged with First Foundation Bank in 2018. She was also the founder and CEO of Fremont University, CEO of Dale Carnegie Los Angeles, and founder and CEO of the California Design College/Art Institute of Hollywood.   Dr. Kay currently serves as a director of Hagerty, Inc. (NYSE: HGTY), MannKind Corporation (Nasdaq: MNKND), and the Petersen Automotive Museum. She has served on over 30 corporate, non-profit, and civic boards.

	Jack C. Liu INDEPENDENT Senior Attorney, Alliance International Law Offices DIRECTOR SINCE:1998 Director Since 1998COMMITTEES: Compensation (Chair), Nominating/Corporate Governance, Risk Oversight
Board Committees: ·        Compensation (Chair) ·        Nominating/Corporate Governance		Jack C. Liuis has been a senior attorney with Alliance International Law Offices.Offices since 2010. Prior to 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 boardboards of TransGlobe Life Insurance, Inc., a privately-held corporationinsurance company based in Taiwan. Mr. Liu is alsoTaiwan, and Tatung Company, a Leadership Fellow with the National Association of Corporate Directors.major industrial conglomerate in Taiwan.
Mr. Liu is admitted to practice law in the jurisdictions of California and Washington, D.C., 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.financial institutions. The Company believes that Mr. Liu’s extensive executive management experience internationally and domestically well qualifies him to serve on our Board.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

	Dominic Ng Chairman of the Board and CEO of East West Bancorp, Inc. and East West Bank DIRECTOR SINCE:1991 Director Since 1991COMMITTEE:Executive (Chair)
Board Committees: ·        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 $44.2$64.1 billion in assets and a market capitalization of $7.1 billion as of December 31, 2019. East West Bank has been ranked in the top 15 of “America’s 100 Best Banks” by Forbes since 2010.2022. Prior to taking the helm of East West Bank heas 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. President Joe Biden appointed Mr. Ng currentlyas Chair of the Asia-Pacific Economic Cooperation (APEC) Business Advisory Council (ABAC), the primary voice of business advising APEC heads of state and government on the region’s economic growth. In addition, Mr. Ng serves on the boardgoverning boards of Mattel Inc. He is also a member of(NASDAQ: MAT), the Academy Museum of Motion Pictures, and the University of Southern California’s BoardCalifornia. He was named one of Trustees. He also served on the board of directors of the Federal Reserve Bank of San Francisco, Los Angeles Branch. Mr. Ng was named by Forbes as one of the 25 most notable Chinese Americans, by the Los Angeles Times as one of theTimes’ 100 most influential people in Los Angeles and by the Los Angeles Business Journal asJournal’s 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.stewardship of United Way’s giving campaigns. The Company believes that Mr. Ng’s extensive management experience and financial expertise well qualifiesqualify him to serve on the Board.its Board of Directors. He brings to the Board a comprehensive knowledge of East West’sWest Bank’s business and operations, the financial services industry in the United StatesU.S. and in Greater China,the Asia Pacific region, and U.S.-ChinaU.S.-Asia cross-border trade and investments.

	Lester M. Sussman  INDEPENDENT  Retired, Deloitte Audit Partner  DIRECTOR SINCE: 2015  COMMITTEES:Audit (Chair), Compensation, Risk Oversight
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 is NACD Directorship Certified. Mr. Sussman brings over 40 years of financial services experience to East West. The Company believes that his deep expertise in accounting 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.Company.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

 

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

Director Independence, Financial Experts and Risk Management Experience

INDEPENDENCE

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 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.

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.

OurThe 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, ourthe Board has determined that eightall of our nine directors, or Mses. Campbell, Chan and Deskus, and Messrs. Estrada, Irving, Li, Liu and Sussman,except for Mr. Ng, 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. The Board has also determined that all members of the Risk Oversight Committee are independent, though this committee is not subject to Nasdaq independence requirements. In making this determination, ourthese determinations, the Board considered the relationships that each non-employee director has with us and all other facts and circumstances that the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock of each non-employee director, as well as relationships that our directors may have with customers and vendors.

The Board also reviewed whether any members of the Audit Committee meet the criteria to be considered a financial expert as defined by the SEC. FINANCIAL EXPERTS

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,U.S. Securities and Exchange Commission (“SEC”), by reason of their prior job experience, and current job experience.satisfy the Nasdaq requirements for financial sophistication.

Lastly, the Board has reviewed and determined that all members of the Risk Oversight Committee meet the independence requirement of the Federal Reserve’s Enhanced Prudential Standards. We continue to measure the independence of the committee’s members against these standards even though the Federal Reserve last year amended these standards, consistent with the Economic Growth, Regulatory Reform, and Consumer Protection Act so that the risk management and risk committee requirements in the Enhanced Prudential Standards no longer apply to bank holding companies with less than $50 billion in total consolidated assets, which includes the Company. The members of the committee have a general understanding of risk management principles and practices relevant to the Company’s business. In addition, two members of the Risk Oversight Committee, Ms. Chan and Mr. Sussman, have particular experience identifying, assessing, and managing risk exposures of large, complex financial firms. Specifically, Ms. Chan has held high-level executive and management positions with Wells Fargo, Bank of America and Citicorp for over 20 years. She is experienced with financial oversight and internal controls for large financial institutions, and has a deep understanding of commercial lending and credit risk oversight in a banking environment, in addition to insight into U.S.–Asia cross-border trade and investment. Mr. Sussman was an audit partner with Deloitte, where he held leadership positions including Partner in Charge of the Financial Services Group for the Pacific Southwest and Partner in Charge of Capital Markets for the West Region. Moreover, his work at RGP involves providing corporate governance, risk management and compliance services to clients globally. Accordingly, Ms. Chan’s and Mr. Sussman’s experience in risk management are commensurate with the Company’s structure, risk profile, complexity, activities and size and, we believe, qualify them as risk experts under the Federal Reserve’s Enhanced Prudential Standards

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

 

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.

Risk Management Experience
All members of the Risk Oversight Committee:		› ›	Meet the independence requirement of the Enhanced Prudential Standards of the Board of Governors of the Federal Reserve System (the “Federal Reserve”); and Have a general understanding of risk management principles and practices relevant to our business
Risk Experts Under the Federal Reserve’s Enhanced Prudential Standards
		›	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.
		›	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.
		›	His work at RGP involved providing corporate governance, risk management and compliance services to clients globally.

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 Committees” below, and overseeing the management of such risks, the entire Board is regularly informed through reports about such risks. Matters of significant strategic risk are considered by the Board as a whole.

The Board 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.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Leadership Structure

The Board leadership is structured with a Chairman/CEO position and also a Lead Independent Director position that is elected by and from the independent members of the Board. The Board has determined that, at this time, having the Company’s CEO also serve as Chairman is in theour best interest of the Company.interest. 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,Asia, where these positions are typically combined. The Company hasWe have 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’sOur 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. TheInstead, 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 sevennine of the eight continuingten directors being independent.

Director Education and Self-Assessment

The Company hasWe have 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 2019,2022, our Board received in-Company training on topics ranging fromincluding BSA/AML and OFAC requirements, privacy and identity theft red flag training, fair lending and redlining, the Foreign Corrupt Practices Act, cybersecurity, the California Consumer Privacy Act of 2018 and updates on applicable state, federal and Chinese laws and regulations.risk management. In addition, our directors have external continuing education requirements. In 2019,2022, members of our Board participated in external director continuing education

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

programs including those offered by the National Association of Corporate Directors (“NACD”), Ernst & Young, KPMG, PricewaterhouseCoopers, Deloitte, KPMG, the Western Bankers Association – FDIC Director’s College,Crowe, Protiviti, USC Corporate Directors, and the Banker’s Compliance GroupNew York University Law School Directors Academy on topics such as cybersecurityaudit committee issues, information security, geopolitical risk, climate change risk, global finance trends, oversight of artificial intelligence, compliance with the Sarbanes-Oxley Act, ESG, board oversight of corporate political activity, diversity, compensation, compliance and ethics, and risk oversight and governance, corporate governance, enterprise risk management, Environmental Social Governance (“ESG”) risk management, director roles in credit risk management and balance sheet management, audit functions and oversight, and transformational technologies. 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.management. In addition, Messrs. Estrada, Liu, and LiuSussman are active members of the NACD, 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.

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, 2019,2022, the Board held four regularly scheduled meetings and a multi-day retreat. There were also 2319 meetings of Board committees during 2019.2022. 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 20192022 annual meeting of stockholders.

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

Board Committees

The Board has sixthe following five 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.

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 membersBank’s board of our Audit Committee are Ms. Campbell and Messrs. Estrada, Irving and Sussman, with Mr. Sussman serving as chair. Our Boarddirectors also has determined thatthe same five standing committees, which each consists of the members of our same directors as, and generally meets jointly with, the Company’s respective committee.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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. The Audit Committee held five meetings during the fiscal year ended December 31, 2019.

OurThe 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:

	CHAIR: Lester M. Sussman (Audit Committee Financial Expert)   OTHER MEMBERS: Molly Campbell, (Audit Committee Financial Expert) Rudolph I. Estrada, Paul H. Irving NUMBER OF MEETINGS HELD IN 2022:6 · appointing, PRIMARY RESPONSIBILITIES › Appointing, compensating and overseeing the work of our independent registered public accounting firm; · approving › Approving engagements of the independent registered public accounting firm to render any audit or permissible non-audit services; · reviewing › Reviewing the qualifications and independence of the independent registered public accounting firm; · reviewing › Reviewing the scope and results of the internal audits; reviewing › Reviewing the Company’s financial statements and related disclosures; · reviewing › Reviewing and discussing with management and the independent registered public accounting firm the results of our annual audit; · resolving › Resolving any disagreements between management and the independent registered public accounting firm regarding financial reporting; · reviewing › Reviewing our critical accounting policies and practices; · reviewing › Reviewing the adequacy and effectiveness of our internal control over financial reporting; · establishing › Establishing procedures for the receipt, retention and treatment of accounting and auditing related complaints and concerns; and · preparing › Preparing the audit committee report required by SEC rules to be included in our annual proxy statement.statement; and › Reviewing and approving quarterly earnings releases. 27 EAST WEST BANCORP 2023 PROXY STATEMENT BOARD OF DIRECTORS AND CORPORATE GOVERNANCE   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.   22Compensation and Management Development Committee   BSA/AML & OFAC Compliance Committee 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. Irving and Estrada, with Ms. Chan serving as chair. The Board has determined that each of the members of the BSA/AML & OFAC Compliance Committee is independent under the rules and regulations of Nasdaq. The BSA/AML & OFAC Compliance Committee held five meetings during the fiscal year ended December 31, 2019. The BSA/AML & OFAC Compliance Committee is responsible for, among other things: · reviewing and revising BSA/AML & OFAC policies and procedures; · monitoring BSA/AML & OFAC compliance risks across the Bank; and · reviewing assessments of the Program enhancements from Internal Audit, regulators and independent third parties including consultants. Compensation Committee The current members of our Compensation Committee are Ms. Campbell and Messrs. Li and Liu, with Mr. Liu serving as chair. One of the members, Mr. Li, has decided not to stand for re-election. 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 and Management Development Committee held five meetings during the fiscal year ended December 31, 2019. The Compensation Committee(the “Compensation Committee”) establishes and administers the executive compensation policies and plans of the Company. Our Compensation Committee is responsible for, among other things: CHAIR: Jack C. Liu   OTHER MEMBERS: Molly Campbell, Archana Deskus, Sabrina Kay, Lester M. Sussman NUMBER OF MEETINGS HELD IN 2022:7 · annually PRIMARY RESPONSIBILITIES › Annually reviewing and approving the primary components of compensation for our CEO and other executive officersNamed Executive Officers (after receiving input from our CEO with respect to the other executive officers)Named Executive Officers); · establishing, › Establishing, with the input from the full Board, performance goals for the CEO, and evaluating his performance in light of those goals; · evaluating › Evaluating the performance of our CEO and other executive officersNamed Executive Officers in light of established goals and objectives; · periodically › Periodically evaluating the competitiveness of the compensation of our CEO, and other executive officersNamed Executive Officers, directors, and our overall compensation plans; › Providing input with respect to the Company’s human capital strategy, including talent management and succession planning; · reviewing › Reviewing and discussing with management the risks arising from our compensation policies and practices for all employees that are reasonably likely to have a material adverse effect on us; · evaluatingeffect; › Evaluating and making recommendations regarding director compensation with the use of a compensation consultant; · administering › Administering our equity compensation plans for our employees and directors; and · producing the report by › Producing the compensation committee report required by SEC rules to be included in our annual proxy statement. The Compensation Committee may form and delegate authority to subcommittees, or, to the extent permitted under applicable laws, regulations and Nasdaq rules, to any other director, in each case to the extent the Compensation Committee deems necessary or appropriate. The Bank also has a Compensation Committee, which consists of the same directors as the Company’s Compensation Committee. The Bank’s Compensation Committee generally meets jointly with the Company’s Compensation Committee. For a more comprehensive discussion on the responsibilities of the Compensation Committee, see “Compensation Discussion and Analysis – Framework and Process for Determining Executive Compensation – Our Compensation Philosophy” in this Proxy Statement. The Compensation Committee has the authority to retain the services and obtain the advice of external advisors, including compensation consultants, legal counsel or other advisors to assist in the evaluation of executive officer compensation. In evaluating firms to potentially provide services to the Compensation Committee, the Committee considers whether the firm provides any other services to the Company. 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 appointed Willis Towers Watson and Meridian Compensation Partners, LLC as its independent compensation consultants in 2019. The Compensation Committee uses its compensation consultants to: 23 Compensation Consultant · The Compensation Committee appointed Meridian Compensation Partners, LLC as its independent compensation consultant in 2022. The Compensation Committee uses its compensation consultant to: ›  Assist and advise the Compensation Committee during its meetings; · ›  Provide information based on third-party data and analysis of compensation programs at comparable financial institutions for the design and implementation of our executive and non-employee director compensation programs; · ›  Compile and analyze compensation data for financial services companies; · ›  Assist the Compensation Committee in forming a peer group; and · ›  Provide independent information as to the reasonableness and appropriateness of the compensation levels and compensation programs of the Company relative to comparable financial services companies. 28 EAST WEST BANCORP 2023 PROXY STATEMENT BOARD OF DIRECTORS AND CORPORATE GOVERNANCE   Independent Compensation Consultant Evaluation The Compensation Committee has evaluated the individual relationships of Willis Towers Watson and Meridian Compensation Partners, LLC with both the Company and the Compensation Committee, including the provision of other services 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, business or personal relationships of the consultant with any member of the Compensation Committee, any Company stock held by the consultant, and any business or personal relationships of the consultant with any executive officer of the Company. Based on these evaluations, the Compensation Committee concluded that Willis Towers Watson and Meridian Compensation Partners, LLC meet the criteria of an independent advisor. Executive Committee The Executive Committee currently consists of Messrs. Estrada, Li and Ng. Mr. Ng serves as chair. One of the members, Mr. Li, has decided not to stand for re-election. The Executive Committee is appointed by the Board to provide an efficient means of considering such matters and taking such actions, if any, as may require the attention of the Board in the interim between Board meetings. The Executive Committee is authorized to exercise certain powers of the Board during intervals between Board meetings. The Bank also has an Executive Committee, which consists of the same directors as the Company’s Executive Committee. The Executive Committee did not meet in 2019. Nominating/Corporate Governance Committee   The current members of our Nominating/Corporate Governance Committee are Messrs. Liu, Irving, and Li, with Mr. Li serving as chair. Mr. Li, has decided not to stand for re-election. A new chair will be elected when Mr. Li’s term is over. 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 four meetings during the fiscal year ended December 31, 2019. 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: CHAIR: Paul H. Irving   OTHER MEMBERS: Molly Campbell, Serge Dumont, Rudolph I. Estrada, Jack C. Liu NUMBER OF MEETINGS HELD IN 2022:2 · recommending PRIMARY RESPONSIBILITIES › Recommending to the Board a slate of nominees for election to the Board in accordance with the Company’s Corporate Governance Guidelines; · recommending › Recommending to the Board individuals to fill any vacancies on the Board occurring between annual meetings of stockholders; · recommending › Recommending to the Board the directors who will serve on each committee of the Board; · developing › Developing and recommending to the Board a set of corporate governance principles; · periodically › Periodically reassessing the Company’s corporate governance principles; and · conducting › Conducting an annual assessment of the Board’s structure and performance to determine whether it, its committees and its members are functioning effectively.effectively; and › Overseeing and monitoring the Company’s ESG framework. The Bank also has a Nominating/Corporate Governance Committee, which consists of the same directors as the Company’s Nominating/Corporate Governance Committee. The Bank’s Nominating/Corporate Governance Committee generally meets jointly with the Company’s Nominating/Corporate Governance Committee. Risk Oversight Committee The current members of the Risk Oversight Committee are Mses. Chan and Deskus, and Messrs. Sussman and Estrada, with Mr. Estrada serving as chair. The Risk Oversight Committee held four meetings during the fiscal year ended December 31, 2019. Our Board has determined that each of the members of the Risk Oversight Committee is independent as defined by the Sarbanes-Oxley Act of 2002 and regulations promulgated thereunder and Nasdaq rules. In addition, all the members of the Risk Oversight Committee meet 24 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 related to any officers or employees of the Company. Our Board also has determined that Mr. Estrada meets the requirements in the Enhanced Prudential Standards for the independence of chairman of the Risk Oversight Committee. The Federal Reserve last year amended the Enhanced Prudential Standards such that the risk management and risk committee requirements do not apply to 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 provideprovides focused oversight of the Company’s identified enterprise risk categories, which include: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: CHAIR: Rudolph I. Estrada   OTHER MEMBERS: Manuel P. Alvarez, Archana Deskus, Paul H. Irving, Jack C. Liu, Lester M. Sussman NUMBER OF MEETINGS HELD IN 2022:4 · be PRIMARY RESPONSIBILITIES › Be responsible for the Company’s risk management standards; · monitor › Monitor the Company’s risk exposure in the identified enterprise risk categories; · timely › Timely identify the material risks that the Company faces; · communicate › Communicate necessary information on material risks to senior management and, as appropriate, to the Board or relevant Board committee; · oversee › Approve and/or develop the risk appetite and tolerance levels for the Company; › Oversee the Company’s Independent Asset Review function; › Oversee the Company’s risk management framework and implement responsive risk management strategies appropriate to the Company’s risk profile; and · integrate › Integrate risk management into the Company’s decision-making.decision-making; › Review and revise BSA/AML & OFAC policies and procedures; › Monitor BSA/AML & OFAC compliance risks across the Bank; and › Review assessments of BSA program enhancements from internal audits, regulators and independent third parties, including consultants. 29 EAST WEST BANCORP 2023 PROXY STATEMENT BOARD OF DIRECTORS AND CORPORATE GOVERNANCE   In addition, the Company’s Chief Risk Officer works directly with the Risk Oversight Executive 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.   CHAIR: Dominic Ng OTHER MEMBERS: Rudolph I. Estrada NUMBER OF MEETINGS HELD IN 2022:0 PRIMARY RESPONSIBILITIES › 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. 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“Director Nominee Qualifications and Experience”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, nominationsNominations for directors may be made by any stockholder entitled to vote for the election of directors if proper notice is given in accordance with our Amended and Restated Bylaws (the “Bylaws”). Notice of a stockholder’s intention to make any nominations must be made in writing, contain the Bylaws.information required by our Bylaws regarding the stockholder and the director nominee and be delivered to the Secretary of the Company at the Company’s principal executive offices. Notice must be provided not less than 90 calendar days or more than 120 calendar days prior to the anniversary of the previous year’s annual meeting. If the meeting will be held more than 30 calendar days before or 60 calendar days after the anniversary date of the prior year’s annual meeting, notice must be delivered no more than 120 calendar days prior to the annual meeting and not later than the later of the 90th calendar day prior to the annual meeting and the 10th calendar day following the date of the initial public announcement of the date of such meeting. In addition to satisfying the foregoing requirements, our Bylaws require that stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must provide notice to the Company and solicit proxies from at least 67% of the voting power of shares entitled to vote. The notification shall contain the following information: 30 EAST WEST BANCORP 2023 PROXY STATEMENT BOARD OF DIRECTORS AND CORPORATE GOVERNANCE › A representation that the stockholder, or beneficial owner, if any, will, or is part of a group that will file a definitive proxy statement and form of proxy with the SEC and solicit proxies in support of such director nominee(s) or nomination(s) in accordance with Rule 14a-19 under the Exchange Act; › The name and record address of the stockholder, as they appear on the Company’s books; › A description of all arrangements or understandings between the stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nominations are to be made by the stockholder; and › A representation that the stockholder or a qualified representative intends to appear in person via the internet or by proxy at the meeting to nominate the person named in the notice. In addition to the procedures set forth above, following discussions with stockholders, in March 2023 the Board amended our Bylaws to implement “stockholder proxy access,” which will first apply for the election of directors at our 2024 annual meeting of stockholders. This bylaw will allow a stockholder, or group of up to 20 stockholders, that meet certain ownership and procedural requirements, to nominate up to two director candidates or, if greater, up to 20% of the number of directors then serving on the Board using our proxy statement. The stockholder or group members will be required to have owned continuously at least three percent of our outstanding common stock for three years or more as of the date we receive the nomination and will be required to continue to hold that number of shares through the annual meeting of stockholders. 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)120 calendar days or more than sixty (60)150 calendar days prior to the meeting at which directors are to be elected. However, in the event that less than forty (40) calendar days’ noticeanniversary 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 (10th) day following the mailing date of the meeting notice to stockholdersprior year’s proxy statement regarding the nomination and must contain information regarding the director nominee and the person making the nomination, including proof of the required number of shares held by the stockholder or such public disclosure was made. The notification shall containgroup, as well as the following information: · all information about each proposed nominee that would be required in a proxy solicitation under the federal proxy rules; · the name and record address of the stockholder, as they appear on the Company’s books; · a description of all arrangements or understandings between the stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nominations are to be made by the stockholder; and · a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the person named in the notice. We mayadditional information that is specified in our Bylaws. Except as otherwise required by law, we will disregard nominations not made in accordance with the requirements in the Bylaws. 25 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 and 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.following: › The highest professional and personal ethics and values › Broad experience at the policy-making level in business, government, education, finance, accounting, law or public interest › A high level of financial experience › Extensive knowledge of the Company’s business and/or industry, risk oversight/management expertise and broad international exposure/ Asia experience › 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 › A diverse background and experience, including with respect to race, ethnicity, gender and national origin › A commitment to enhancing stockholder value  › Sufficient time to carry out their duties and to provide insight and practical wisdom based on experience, including limited service on other boards of public companies in order to perform responsibly all director duties 31 EAST WEST BANCORP 2023 PROXY STATEMENT BOARD OF DIRECTORS AND CORPORATE GOVERNANCE   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. at: 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 employee 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 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 Named 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 Officers have additional holding requirements for stock acquired as part of their compensation. Named Executive Officers shallare 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 grant price paid) and at least 51% of any stock received upon vesting (net of taxes) of restricted stock or restricted stock units (“RSUs”). 32 EAST WEST BANCORP 2023 PROXY STATEMENT BOARD OF DIRECTORS AND CORPORATE GOVERNANCE   No Pledging/Hedging of Company Securities Pursuant to our Insider Trading Policy, directors, officers and employees may not pledge the Company’s securities or engage in hedging strategies, including those designed to hedge or offset any decrease in the market value of the Company’s securities granted as compensation or held directly or indirectly by such person. Additionally, directors, officers and employees may not sell short or trade derivatives involving the Company’s securities. 26 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: › · theThe identity of the parties involved in the transaction or relationship; ·› the facts and circumstances of the transaction or relationship, including the identity of the party involved; · the material facts of the transaction or relationship; · the benefits to the Company of the transaction or relationship; and · theThe terms of the transaction, including whether those terms are fair to the Company and are in the ordinary course of business and on substantially the same terms with transactions or relationships with unrelated third parties. › The facts and circumstances of the transaction or relationship; › The material facts of the transaction or relationship; › The benefits to the Company of the transaction or relationship; and During 2019,2022, 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, 2022, none of these loans were categorized as nonaccrual, past due, restructured, or potential problem loans. We do not haveprovide any loans to 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. 33 EAST WEST BANCORP 2023 PROXY STATEMENT BOARD OF DIRECTORS AND CORPORATE GOVERNANCE   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 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 2019,2022, the Compensation Committee engaged Willis Towers WatsonMeridian Compensation Partners, LLC as its independent compensation consultant for this purpose. In 2019,2022, non-employee directors received an annual cash retainer of $90,000$130,000 and an annual award of $110,000$130,000 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 StructureStructure”” 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 is charged with developing strategic networks of new business, for which he receivesreceived 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;$25,000; Compensation $20,000;$25,000; Risk Oversight $20,000;$25,000; and Nominating/Corporate Governance $15,000 and BSA/AML & OFAC Compliance $15,000.$20,000. Non-employee directors also received a meeting fee of $1,500 for each committee meeting attended.attended through June 30, 2022. 27 34 EAST WEST BANCORP 2023 PROXY STATEMENT BOARD OF DIRECTORS AND CORPORATE GOVERNANCE   The following table summarizes the compensation paid by the Company to non-employee directors for the fiscalcalendar year that ended December 31, 2019:2022:   2019 Non-Employee Director Compensation Table Name Fees Earned or Paid in Cash ($) 1 Stock Awards ($)2 Total ($) Manuel P. Alvarez3 178,022.11 184,977.89 363,000.00 Molly Campbell 145,011.20 129,988.80 275,000.00 Archana Deskus 137,511.20 129,988.80 267,500.00 Serge Dumont 130,011.20 129,988.80 260,000.00 Rudolph I. Estrada 269,011.20 129,988.80 399,000.00 Paul H. Irving 159,011.20 129,988.80 289,000.00 Sabrina Kay 133,011.20 129,988.80 263,000.00 Jack C. Liu 165,511.20 129,988.80 295,500.00 Lester M. Sussman 170,011.20 129,988.80 300,000.00   Name   Fees Earned or Paid in Cash ($)   Stock Awards(1) ($)   Total ($) Molly Campbell     105,039       109,961       215,000   Iris S. Chan     118,539       109,961       228,500   Archana Deskus     69,022 (2)     82,478 (3)     151,500   Rudolph I. Estrada     283,039       109,961       393,000   Paul H. Irving     111,039       109,961       221,000   Herman Y. Li     115,539       109,961       225,500   Jack C. Liu     122,039       109,961       232,000   Lester M. Sussman     123,539       109,961       233,500   1. (1)Annual cash retainers were paid to directors in June 2022 for service from May 2022 to May 2023. 2. The Company granted 2,6152,006 shares of the Company'sCompany’s common stock to each non-employee director on August 5, 2019.June 30, 2022. The grant date fair value is based on the number of shares granted and the closing price of the company'sCompany’s stock on the grant date. The closing price of the Company'sCompany’s common stock was $42.05$64.80 on August 5, 2019.June 30, 2022. The grant date fair values are computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 718, Compensation—Stock Compensation. See the Company’s Annual Report on Form 10-K, Note 1613 - Stock Compensation Plans to the Company’s Consolidated Financial Statements for the year ended December 31, 20192022, on the Company’s accounting for share-based compensation plans. 3. Included pro-rated cash and stock awards for board service from January 2022 to May 2022. Proposal 2: Advisory Vote to Approve Executive Compensation PROPOSAL SNAPSHOT What am I voting on? Stockholders are being asked, as required by Section 14A of the Exchange Act, to approve, on an advisory basis, the compensation of the Named Executive Officers for 2022 as described in the “Compensation Discussion and Analysis” section beginning on page 37 and the Compensation Tables section beginning on page 53. Voting recommendation: FOR the advisory vote to approve executive compensation. The Compensation Committee takes very seriously its stewardship responsibility to oversee the Company’s compensation programs and values thoughtful input from stockholders. The Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our NEO compensation as a whole. This vote is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of all our NEOs and the philosophy, policies and practices described in this Proxy Statement. Our Board of Directors and management value the opinions of our stockholders, including their advisory votes regarding the compensation paid to our NEOs, and as such, we hold our Say-on-Pay vote every year. We revisit the frequency of our Say-on-Pay votes every 6 years. 35 EAST WEST BANCORP 2023 PROXY STATEMENT BOARD OF DIRECTORS AND CORPORATE GOVERNANCE   We believe that the information provided in “Compensation Discussion and Analysis” beginning on page 37 demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. The sustained success of the Company’s customer focus and bridge banking model between East and West is reflected in the following key metrics: › Total loans grew 16% in 2022, to a record $48.2 billion; › Total deposits grew 5% in 2022, to a record $56.0 billion; › ROA of 1.80% in 2022 was substantially above the KRX median of 1.18% and average of 1.22%; and › ROE of 19.51% in 2022 was substantially above the KRX median of 10.77% and average of 11.44%. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting: “RESOLVED, that the stockholders hereby approve, on an advisory basis, the compensation of our Named Executive Officers as reflected in this Proxy Statement and as disclosed pursuant to Item 402 of Regulation S-K, which disclosure includes the compensation discussion and analysis, the compensation tables, narratives and all related material.” Because your vote is advisory, it will not be binding upon the Board. However, the Board and the Compensation Committee will consider the vote results when evaluating our compensation policies and practices in the future. Currently, we expect to hold an advisory vote on the compensation paid to our NEOs each year and expect that the next such vote, following this vote, will occur at our annual stockholder meeting in 2024. 36 (2) EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS Ms. Deskus was appointed to the Board on October 27, 2019 and received an annual cash retainer prorated at 75%.   (3) Ms. Deskus also received an annual award of common stock prorated at 75%. The Company granted 1,893 shares of the Company's common stock to Ms. Deskus on October 27, 2019. The grant date fair value is based on the number of shares granted and the closing price of the company's stock on the grant date. The closing price of the Company's common stock was $43.57 on October 27, 2019. The grant date fair values are computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 718, Compensation—Stock Compensation. See the Company’s Annual Report on Form 10-K Note 15 Stock Compensation Plans to the Company’s Consolidated Financial Statements for the year ended December 31, 2019 on the Company’s accounting for share-based compensation plans. Compensation Discussion and Analysis   COMPENSATION DISCUSSION AND ANALYSIS The following Compensation Discussion and Analysis (“CD&A”) describes the structure and guiding principles of our 20192022 executive compensation program for the Company’s Named Executive Officers, (“NEOs”), as set forth below. 2019 Named Executive Officers 2022 Named Executive Officers (“NEOs”) Dominic Ng Chairman and Chief Executive Officer Irene H. Oh Executive Vice President, Chief Financial Officer Catherine ZhouDouglas P. Krause Vice Chairman, Chief Corporate Officer Parker L. Shi Executive Vice President, Head of Consumer Banking and Digital BankingChief Operating Officer Douglas P. KrauseGary Teo Executive Vice President, General Counsel and Corporate Secretary Andy Yen Executive Vice President, Head of International and Commercial BankingChief Human Resources Officer The CD&A provides an overview of our: · 2019 performance; · Executive compensation philosophy, and how we reinforce our business strategy through our pay programs; · Alignment between business results and executive compensation through our pay program design. 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 125 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 for the Company while being sensitive to market conditions, is a critical tool we use to motivate talent and reinforce our commitment to align pay incentives with performance. 29   20192022 Business and Financial Performance Highlights   In 2022, we continued to deliver strong and consistent financial performance. The Company achieved record loans of $48.2 billion, record deposits of $56.0 billion, and record assets of $64.1 billion. We also outperformed peer banks in terms of ROA, ROE, and total shareholder return (“TSR”). The Compensation Committee believes the Company’s 2019 financial performance reflects2022 pay decisions reflected the continued successful alignment between the Company’s financial and organizational objectives and its executive compensation program. 2019 Performance Highlights1 ·The Company continued to sustain its highly-ranked/industry-leading profitability. Our full year 2019 ROA of 1.59% and ROE of 14.16% ranked in the top quartile of publicly traded banks in the U.S.2 ·Key financial metrics in 2019: ·Full year 2019 net income of $674 million, or $4.61 per diluted share, and revenue of $1.7 billion. ·Total loans grew 7.4%, to a record level of $34.8 billion. ·Total deposits grew 5.3%, to a record level of $37.3 billion. ·The ratio of non-performing assets to total assets was a low 0.27%.     1 Balances as of December 31, 2019, as compared to December 31, 2018. Activity and performance for the year ended December 31, 2019, as compared to the year ended December 31, 2018. 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. We have maintainedoutperformed peer banks over time. We consistently achieved a consistently higher ROA and ROE for each of the last fivethree years relative to the median ROA and ROE achieved by (i) our compensation peer group described on page 3542 of this Proxy (the “Peer Group”), and (ii) the banks comprising the KBWKeefe, Bruyette and Woods Nasdaq Regional Banking Index (“KRX”). Overall, the Company ranked in the 81st percentile on ROA and 87th percentile on ROE, relative to its Peer Group; and compared to the KRX, the Company ranked in the 82nd percentile on ROA and 94th percentile on ROE for 2019.   37 EAST WEST BANCORP 2023 PROXY STATEMENT In the charts above, median percentiles were used to represent the ROA and ROE year-end performance of the Peer Group and the banks comprising the KRX.1 The 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. ROA for years 2015 and 2016, and ROE for years 2015 through 2018, are slightly different from the numbers presented in last year’s proxy statement for the Peer Group and KRX because one peer bank was acquired by another company and excluded from the Peer Group in 2018 and one peer bank revised its historical financial data. 31 COMPENSATION DISCUSSION AND ANALYSIS   We view total return to shareholders (“TSR”) as 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. For 2019, our TSR was below the median TSR achieved by our Peer Group. Stock price performance in 2019 was impacted, in part, by geopolitical tensions between the U.S. and China. The Company remains focused on achieving 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, 2014, $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.   32Company Results Compared to Peers 38 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS   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, we included critical components in our program that are designed to: · Support the achievement of the Company’s vision and business objectives; · Link a significant portion of total compensation to annual bonuses and performance-based compensation that reward our executives for meeting and exceeding goals in our key strategic focus areas; and · Motivate our executives to focus on strong long-term performance and stockholder value by allocating a significant portion of total pay to equity-based compensation. At the coreGuiding principles of our executive compensation philosophy is aligning pay with measurable performance, and we reinforce this principal by how we structure compensation for our NEOs.program include:   Our Executive Compensation Program What We Do What We Don’t Do ü Place a substantial majority of executive compensation at risk and subject to performance metrics × Do not allow re-pricing of stock options without stockholder approval. ü Engage with and consider stockholder input in designing our executive pay programs × Do not provide “single trigger” change in control payments to executive officers ü Grant all of our NEOs’ total long-term incentives in performance-based restricted stock units × Do not permit hedging or pledging of Company stock ü Link annual NEO incentive pay to objective, pre-established financial performance goals × Do not permit gross-ups for excise or other taxes on severance or in connection with a change in control ü With oversight from the Compensation Committee, perform annual risk assessments to ensure that our compensation policies and programs are not likely to have a material adverse effect onmaterially increase the Company Company’s risk exposure ü Engage an independent compensation consultant that will reportreports solely to the Compensation Committee Committee` ü Maintain stock ownership requirements for all NEOs, including a requirement that a majority of stock grants (net of taxes) must be heldhelp until retirement ü Maintain a relevant peer group ü Maintain a clawback policy ü Listen to and engage with our stockholders regarding executive compensation decisions and philosophy. philosophy ü Conduct an annual review and approval of our compensation strategy What We Don’t Do Do not allow re-pricing of stock options without stockholder approval Do not provide “single trigger” change in control payments to executive officers Do not permit hedging or pledging of Company stock Do not permit gross-ups for excise or other taxes on severance or in connection with a change in control 39 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS       Overview of Our Executive Compensation Program With input from our stockholders, we have designed an executive compensation program benefits from the collective experiencethat aligns pay with measurable achievement of our Compensation Committee and senior management team, who believe thesecorporate goals. Our 2022 executive compensation elements provideprogram remained the proper alignmentsame as our 2021 structure. The components of incentiveseach element of our executive compensation program are described in the table below. 2022 Pay Mix for NEOs The 2022 pay mix for our leaders while ensuring that we can create strongNEOs highlights the Company’s commitment to align compensation outcomes to results and sustainable stockholder value. Additionally, we meet with key stockholdersunderscores our compensation philosophy of placing significant emphasis on at-risk, performance-based pay. In 2022, 83% of the CEO’s target pay was at risk and linked to discuss their viewsperformance-based outcomes. For the other NEOs, 70% of target pay, on executive compensationaverage, was at risk and solicit feedback on our specific pay program.tied to direct performance results. 33 40 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS   Compensation-Setting Process and Roles   Compensation Committee ResponsibilitiesROLE OF THE COMPENSATION COMMITTEE   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: · › Developing the overall compensation strategy and policies for the Company; › · Developing, evaluating and approving the goals and objectives of the compensation of the CEO; › · Evaluating and approving the individual compensation, including bonus and equity incentive compensation and perquisites of each of the NEOs; › · Establishing the guidelines for stock ownership for the executive management; › · With input from the Head ofChief Human Resources Officer and Chief Risk Officer, reviewing our incentive compensation programs to evaluate and ensure that none of them encourage excessive risk; · › Developing and maintaining a balanced compensation strategy of long-term and short-termshort- term incentives; › · Retaining outside advisors, including compensation consultants, to provide professional counsel; › · Annually, approvingApproving annually the Compensation Committee Report and our Compensation Discussion and Analysis for inclusion in our Proxy Statement; and › · Providing reports to the Board on compensation matters.   ROLE OF THE COMPENSATION CONSULTANT The independent compensation consultant, Meridian Compensation Partners, LLC, reports directly to the Compensation Committee Resourcesand advises the Compensation Committee on trends and issues in Setting Pay executive compensation and provides comparative compensation information for companies with which the Company competes for talent. The Compensation Committee considers several resources, analytical toolshas the sole authority to retain and performance measuresoversee 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 determiningCommittee discussions related to their individual compensation levels, as presentedarrangements. The CEO provides executive compensation recommendations for his direct reports, including the other NEOs, but does not participate in the chart below:discussions related to his own compensation.   41 EAST WEST BANCORP 2023 PROXY STATEMENT Compensation Committee ResourceCOMPENSATION DISCUSSION AND ANALYSIS Description Compensation Committee Consultant The independent compensation consultant reports directly to the Compensation Committee. The independent compensation consultant also advises the Compensation Committee on trends and issues in executive compensation,  and provides comparative compensation information for companies with which the Company competes for talent. The Compensation Committee has the sole authority to retain and oversee the work of the consultants, who do not provide services to Company management. The Company’s Human Resources Department The Company’s Human Resources Department provides additional analysis, administrative support and counsel as requested by the Compensation Committee. Say-on-Pay Proposal The Compensation Committee has considered the annual “Say-on-Pay” vote and solicited input from a number of our larger stockholders.  The Compensation Committee believes that the proposed compensation structure with the modifications discussed elsewhere in this Proxy Statement is appropriate for the Company.   34   Use2022 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 Peer Groupmarket 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 97.5% of the votes cast at our 2022 annual meeting of stockholders approved the Company’s 2021 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 ofwere primarily chosen based on comparable asset size, were considered, using a combinationwith 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, andpresence, business model, and complexity of operations. In December 2019,November 2021, the Compensation Committee approved our 2019 compensation peer group which was identical to our 2018 compensation peer group, and consisted of 24 banks substantially22 bank holding companies with similar in market capitalization and asset size as the Company. OurCompany (the “Peer Group”). The composition of the 2022 Peer Group was updated to better reflect the Company’s business focus, asset size, and continued growth by removing New York Community Bancorp, Prosperity Bancshares, Commerce Bancshares, and Webster Financial Corporation, and adding First Citizens BancShares, Pinnacle Financial Partners Inc., Valley National Bancorp, and Wintrust Financial Corporation. As of December 31, 2022, our Peer Group’s total assets rangeranged from $26$31.8 billion to $145$212.6 billion, with a median total asset size of $49.4$73.3 billion. As of December 31, 2019,2022, the median market capitalization of our Peer Group was $6.5$7.4 billion, with a range of $2.9between $2.6 billion toand $22.3 billion. With respect to total assets and market capitalization, the Company ranked in the 44th41st percentile and 55th61st percentile, respectively, relative to the Peer Group as of December 31, 2019.2022.   The companies in the Peer Group are as follows:THE COMPANIES IN THE PEER GROUP WERE AS FOLLOWS:   ·FY 2022 Peer Group BankUnited, Inc. · (NYSE: BKU) KeyCorp (NYSE: KEY) Synovus Financial (NYSE: SNV) BOK Financial Corporation · (Nasdaq: BOKF) Northern Trust Corporation (Nasdaq: NTRS) Umpqua Holdings Corporation (Nasdaq: UMPQ) Comerica Inc. ·        Commerce Bancshares, Inc. · (NYSE: CMA) PacWest Bancorp (Nasdaq: PACW) Valley National Bankcorp (Nasdaq: VLY) Cullen/Frost Bankers, Inc. · (NYSE: CFR) Pinnacle Financial Partners (Nasdaq: PNFP) Western Alliance (NYSE: WAL) First Horizon National(NYSE: FHN) Popular (Nasdaq: BPOP) Wintrust Financial Corporation · (Nasdaq: WTFC) First Citizens Bancshares (Nasdaq: FCNCA) Regions Financial Corporation (NYSE: RF) Zions Bancorp (Nasdaq: ZION) First Republic Bank · (NYSE: FRC) Signature Bank (Nasdaq: SBNY) Huntington Bancshares Inc. (Nasdaq: HBAN) ·        Investors Bancorp Inc. ·        KeyCorp ·        New York Community Bancorp, Inc. ·        Northern Trust Corporation ·        PacWest Bancorp ·        People’s United Financial, Inc. ·        Popular, Inc. ·        Prosperity Bancshares, Inc. ·        Regions Financial Corporation ·        Signature Bank ·SVB Financial Group (Nasdaq: SIVB) 42 EAST WEST BANCORP 2023 PROXY STATEMENT ·        Synovus Financial Corporation ·        Umpqua Holdings Corporation ·        Webster Financial Corporation ·        Western Alliance Bancorporation ·        Zions Bancorporation COMPENSATION DISCUSSION AND ANALYSIS   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 Meridian Compensation Partners, LLC determined it would be appropriate to continue benchmarking to banks in the KRX (the “Long Term“Long-Term Performance Peer Group”). The use of this benchmark compares our performance to a broader index of financial institutions determined by a third party, aligns with our investors’ perspectives and increases the transparency of the Company’s goal setting process by referring to a broader index of financial institutions compiled by a third party.process. COMPENSATION-SETTING PROCESS   Factors and Steps in Setting Pay 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 departments and individual performance data. An executive’s compensation is generally established after considering the following factors: › · Competitive pay data for similar jobs and responsibilities in the market.market; › · The Company’s performance against financial measures.measures; › · The Company’s performance relative to strategic initiatives approved by the Compensation Committee.Committee; › ·Individual performance and overall contributions; › The business climate, economic conditions and other factors.factors; and › · The results of the most recent “Say-on-Pay” stockholder vote.   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 sustain 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 independent 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 43 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS awards, the Compensation Committee considers the executive’s achievement against performance goals, along with individual contributions toward Company objectives. The Compensation Committee does not benchmark to a particular percentile in 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 94.4% of the Company’s stockholders approved the Company’s 2018 executive compensation at the 2019 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.   36 Primary Elements of Our Executive Compensation Program With input from our stockholders, we have designed an executive compensation program that aligns pay with measurable achievement of our corporate goals. At the 2019 annual meeting of stockholders, approximately 94.4% of the Company’s stockholders approved the Company’s 2018 executive compensation. Based on the high approval percentage, our 2019 executive compensation program remained substantially similar to our 2018 structure. The components of, and rationale for, each element of our executive compensation program are described in the table below. Compensation Components Base Salary Description Fixed compensation is delivered in cash on a regular basis. Rationale Market-aligned component of the overall pay package to provide a competitive level of fixed income, which is key to attracting and retaining highly qualified executive officers. Measurement Period Ongoing Performance-Based Bonus Plan Description Designed to provide an effective means to motivate and compensate executive officers, on an annual basis, through cash bonuses based on the achievement of business and/or individual performance. Rationale ·        Motivates achievement of critical short-term financial and strategic results. ·        Provides balance between financial metrics and strategic measures and ensures alignment across key strategic focus areas. ·        Provides appropriate line of sight for executive officers through the use of individual and department goals. Applicable Key Performance Metrics ·        Financial metrics of EPS, growth of loans and deposits, and non-performing assets to total assets ratio. ·        Strategic goals of strengthening risk management, enhancing core capabilities, accelerating bridge banking, evolving consumer banking and wealth management and building talent management and organizational capabilities. Measurement Period One Year Long-Term Incentive (“LTI”) Award – Description Designed to motivate NEOs by means of appropriate incentives to achieve long-range goals and align NEOs' interests with those of our stockholders through compensation that is based on our common stock. Restricted Stock Units (“RSUs”) Rationale ·        Focuses on achievement of critical long-term operating results. ·        Establishes strong alignment with long-term stockholder interests through performance-based payouts in shares of our common stock. ·        Enhances retention and drives stockholder value creation. Applicable Key Performance Metrics Financial metrics of ROA, ROE and TSR relative to the KRX Measurement Period Three Years   37BASE SALARY   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, inCompensation 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 casescope of the executive’s responsibilities relative to peers and other NEOs) of an executive’s performance.executives, and retention concerns.   Executive Title FY2021 Base Salary ($000s) FY2022 Base Salary ($000s) % Change Dominic Ng Chairman and CEO $1,275.0 $1,275.0 0.0% Irene H. Oh Executive Vice President, Chief Financial Officer $651.4 $677.4 +4.0% Douglas P. Krause Vice Chairman, Chief Corporate Officer $546.0 $589.7 +8.0% Parker L. Shi Executive Vice President, Chief Operating Officer $800.0 $800.0 0.0% Gary Teo Executive Vice President, Chief Human Resources Officer $382.2 $401.3 +5.0% Performance-Based Bonus Plan   The Compensation Committee has developed a cash incentive program (the “Performance-BasedPerformance-Based Bonus Plan”)Plan to motivate and reward executives for achieving critical Company-wide financial metrics and strategic goals (collectively, the “Corporate Goals”), and departmental or individual goals. Thegoals (collectively, “Individual Goals”). For 2022, performance on Corporate Goals are further divided intowas measured 70% based on financial performance and 30% based on strategic goals. Performance of Individual Goals was measured by goals and strategic goalsdetermined for executives (other than the CEO, whose bonus is paid 100% based on corporate performance). Each NEO is assigned a bonus target, stated as described below. In general,a percentage of the individual’s annual base salary. An NEO’s actual payout fromunder the Performance-Based Bonus Plan is baseddepends on (i) the achievement of a combinationthe Corporate Goals and, if applicable, Individual Goals, and (ii) the relative weightings of Corporate Goals and Individual Goals assigned to such NEO. 44 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS In determining each NEO’s target bonus percentage and weighting for Corporate Goals and Individual Goals, the Board and the Committee generally considered competitive market information as well as individual or departmental goals. However,performance and contributions to the Company. Following its annual review, the Committee determined that adjustments to the weights and potential payout fromof performance objectives were appropriate to align with market practice and balance incentives tied to corporate and individual performance. As such, the Committee approved the following features to the 2022 Performance-Based Bonus Plan. › Target incentive opportunities, defined as a percentage of base salary, were increased from 100% to 145% of salary for Mr. Ng and from 80% to 100% for Ms. Oh and Mr. Krause. Targets for Mr. Shi and Mr. Teo remained unchanged at 100% and 60%, respectively. › Weightings for Corporate Goals and Individual Goals of the Performance-Based Bonus Plan were set at 100% Corporate Goals for Mr. Ng, at 65% Corporate Goals and 35% Individual Goals for Ms. Oh, Mr. Krause and Mr. Shi, and at 30% Corporate Goals and 70% Individual Goals for Mr. Teo. › To balance the more short-term focus inherent in financial goals against the long-term vision and performance objectives described in the strategic goals, maximum achievement for strategic goals was increased to match the maximum achievement for financial goals: i.e., up to 200% of achievement of stated goals. › To fully align and motivate our executives by emphasizing sustained value for the Company while reinforcing personal accountability, maximum achievement for Individual Goals for non-CEO NEO was increased up to 200% of achievement of stated goals1. › The achievement of Corporate Goals and Individual Goals under the Performance-Based Bonus Plan results in an annual award that can be earned between zero and 200% of the bonus target. 1. For Mr. Teo, there was no change to the maximum achievement percentage of Individual Goals. The financial, strategic and individual goal weights for the CEO is based entirely on the achievement of Corporate Goals. Of the amount in the Performance-Based Bonus Plan attributable to Corporate Goals, financial metrics constitute 70% and the remaining 30% is based on the attainment of the Company’s strategic goals. The bonus plan is structured so that the percentage achieved for the strategic goals cannot exceed the percentage achieved for the financial goals, even if the Company achieved the maximum level of performance for any of the strategic goals.each NEO were determined as follows:   The 2019 Performance-Based Bonus Plan was structured to balance financial rewards and business risks by including multiple Company performance measures. The Compensation Committee, at its discretion, reserves the right to adjust downward any bonus payments proposed for an NEO. Actual bonus payments are subject to the Company having satisfied any regulatory capital requirement administered by the federal banking agencies. Amounts paid out as bonuses are also subject to our Executive Recovery Policy, which provides for the clawback of executive compensation if certain triggering events occur. See “Clawbacks for Any Restatement; Executive Compensation Recovery Policy” below.       Corporate Performance   Executive Title Target Bonus % of Salary Financial Strategy Individual Dominic Ng Chairman and CEO 145% 70% 30% - Irene H. Oh Executive Vice President, Chief Financial Officer 100% 45% 20% 35% Douglas P. Krause Vice Chairman, Chief Corporate Officer 100% 45% 20% 35% Parker L. Shi Executive Vice President, Chief Operating Officer 100% 45% 20% 35% Gary Teo Executive Vice President, Chief Human Resources Officer 60% 21% 9% 70%   2019 45 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS 2022 Financial Metrics for Performance-Based Bonus Financial metrics comprisecomprised 70% of the Performance-Based Bonus Plan Corporate Goals. In 2019, those metrics included the Company’s diluted operating earnings per share, growthGoals in total loans and total deposits, cost of deposits, non-performing assets-to-total assets ratio, and net charge-off ratio.2022. On an annual basis, the Company evaluates the performance metrics used, and modifies the metrics and the weightings as deemed appropriate. For 2019,In 2022, the Company updated the metrics to more closely align with key priorities for the year, including growing operating earnings, total loans, and pre-tax, pre-provision (“PTPP”) income, while managing credit quality. The weighting for the financial metrics as well as relative weightings were revised to reflect the Bank’s focusconsisted of 80% on deposit costsgrowth, including operating EPS, PTPP income, and maintaining high asset quality: · Earnings were weighted the highest, with target diluted operating earnings per share weighted 40%; · A 10% weighting was assigned to each of the following: growth in total loans and total growth in deposits; · A 10% weighting was assigned to managing the cost of deposits; and · Management’s focus on maintaining high asset quality is reflected by a 15% weighting assigned to each of the following: a non-performing assets-to-total assets ratio (using an average of the quarterly end-of-period ratio in 2019), and net charge-off ratio. 2019 Financial Metrics Results: Diluted Earnings Per Share The 2019 financial objective included a 40% weighting based on achieving target diluted operating earnings per share (“Adjusted EPS”) of $5.05, an increase of 8% from 2018. A threshold of 50% achievement would be achieved if Adjusted EPS were at $4.75 per share, with no achievement for Adjusted EPS less than that amount. An Adjusted EPS of at least $5.35 would translate to a maximum achievement of 200%. The target Adjusted EPS goal of $5.05 was determined based on the Company’s annual financial budget for 2019. Our 2019 Adjusted EPS of $4.84 resulted in 65% achievement of this performance goal. When calculating the earnings per share, we have historically excluded the impact of non-recurring items that are non-operating in nature. Adjusted EPS is a financial measure not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which is referred to as a non-GAAP financial measure. Please refer to the section titled “Item 7. MD&A — Supplemental Information-Explanation of GAAP and Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the reasons why we use this measure and for reconciliations to the most directly comparable measures calculated in accordance with GAAP. Our reported earnings per share in 2019 were $4.61. For 2019, we excluded the $0.23 per share cumulative impact related to the reversal of certain previously claimed tax credits and associated impairment charges related to the Company’s investments in the DC Solar tax credit funds, as previously disclosed in our Annual Report on Form 10-K. This related to a $5.4 million net pre-tax impairment charge (equivalent to $3.8 million after-tax) and $30.1 million in additional income tax expense to reverse certain previously claimed tax credits. (Refer toItem 7. MD&A 38 — Results of Operations — Income Taxes in Annual Report on Form 10-K for a more detailed discussion related to the Company’s investment in DC Solar.) The Company recognizes that EPS growth is an important metric for stockholders to measure the Company’s performance. We believe that including this metric as a performance measurement aligns the interests of management and those of the stockholders. This 2019 EPS goal was challenging as it required the Company to increase EPS for the tenth consecutive year and at a rate above what analysts projected for our Peer Group. 2019 Financial Metrics Results: Growth in Total Loans The 2019 financial objectives included a 10% weighting based on achieving total loan growth of 9.7%(excluding PPP), equivalentand 20% on credit quality. Specific to total loans reaching $35.5 billion. A threshold of 50% achievement would be achieved if total loans grew 5.7%, with no achievement of the performance metric ifgrowth metrics, the weightings were 30% for operating EPS, 20% for PTPP income, and 30% for average total loan growth (excluding PPP). The balance of the weightings consisted of 20% for the average quarter-end criticized loans ratio. For 2022, target operating EPS was lessset at 10% higher than that amount. Total loan growth of at least 13.7% would translate to a maximum achievement of 200%. As of December 31, 2019, total loans were $34.8 billion, representing a growth of 7.4% from 2018, resulting in a 71% achievement of this performance goal. Net interestthe actual 2021 adjusted EPS. Target PTPP income is the largest component of revenue for many banks, including our Bank. As such, the ability to grow total loans, and therefore increase net interest income, is an important financial metric by which to measure performance. Our total loan growth of 7.4% in 2019 compares favorably to the medianaverage total loan growth for our Peer Group,2022 were set to be 17% and 12% higher, respectively, than 2021 results, which positioned the Company at the top quartile (ranked in the 83rd percentile and 81st percentile, respectively) against the same metrics as measured by analyst Consensus estimates and models for the Proxy peer group. For credit quality, target metric for average quarter-end criticized loans ratio was 5.2%. The Company’s total loan growth in 2019 was broad-based across commercial, consumer, and commercial real estate loans. 2019 Financial Metrics Results: Growth in Total Deposits The 2019 financial objectives included a 10% weighting based on achieving total deposit growth of 9.8%,set to be equivalent to total deposits reaching $38.9 billion.  A threshold of 50% achievement would be achieved if deposits grew 5.8%, with no achievement of the performance metric if total deposit growth was less than that amount. Deposit growth of at least 13.8% would translate to a maximum achievement of 200%. As of December 31, 2019, total deposits were $37.3 billion, representing a growth of 5.3% from 2018 and did not meet the threshold established for this goal. Our Bank recognizes the importance of having a solid deposit base to support our growth objectives while maintaining a reasonable cost of deposits. While we did not meet our threshold this year, our deposit growth of 5.3% was slightly higher than the median deposit growth for our Peer Group, which was 5.0% in 2019. 2019 Financial Metrics Results: Average Cost of Deposits The 2019 financial objectives included a 10% weighting based on achieving a target average cost of deposits. The average cost of deposits was 0.71% in 2018 and, had increased considerably at the end of 2018. Accordingly, the Company’s annual financial budget assumed a year-over-year increase in the cost of deposits. The achievement target for the average cost of deposits was set at 1.04%, the forecasted amount in the Company’s annual financial budgetquarter- end ratio for 2019.  A threshold of 50% achievement would be achieved if the average cost of deposit increased to 1.13%, with no achievement of the performance metric if the weighted cost of deposit exceeded that rate. An average cost of deposit of no more than 0.95% would translate to a maximum achievement of 200%. 2021. The full year 2019 average cost of deposit was 1.04%, resulting in a 100% achievement of this performance goal. 2019 Financial Metrics Results: Non-Performing Assets (“NPA”) to Total Assets The 2019 financial objectives included a 15% weighting based on achieving an average quarterly NPA-to-total assets ratio of 0.29%.  A threshold of 50% achievement would be achieved if the NPA-to-total assets ratio was 0.50%, and no credit would be given if the ratio exceeded that amount. A ratio of no more than 0.25% would translate to a maximum achievement of 200%. Our average quarterly end-of-period NPA-to-total assets ratio was 0.30% in 2019, resulting in a 98% achievement of this performance goal. At 0.30%, our 2019 average NPA-to-total assets ratio was similar to the 2018 ratio of 0.29%. 2019 Financial Metrics Results: Net Charge-Off Ratio The 2019 financial objectives included a 15% weighting based on achieving a full year net charge-off ratio of 0.15% in 2019.  A threshold of 50% achievement would be achieved if the full year net charge-off ratio was 0.30%, and no credit would be given if the ratio exceeded that amount. A net charge-off ratio of below 0.10% would translate to a maximum achievement of 200%. For the full year 2019, our net charge-off ratio was 0.16%, resulting in a 97% achievement of this performance goal. The 2019 full year net charge-off ratio of 0.16% compared to a 2018 full year net-charge-off ratio of 0.13%. 39 Summary Results of Financial Metrics The table below outlines the2022 financial metrics, andmeasured against actual results, for 2019. Financial Metrics Weighting Threshold Target Maximum 2019 Result Metric Achievement Adjusted Earnings per Share (EPS) 40% $4.75 $5.05 $5.35 $4.84* 65% Total Loan Growth 10% 5.70% 9.70% 13.70% 7.40% 71% Total Deposit Growth 10% 5.80% 9.80% 13.80% 5.30% 0% Average Cost of Deposits 10% 1.13% 1.04% 0.95% 1.04% 100% Average Quarterly NPA-to-Total Assets 15% 0.50% 0.29% 0.25% 0.30% 98% Full Year Net Charge-Off Ratio 15% 0.30% 0.15% 0.10% 0.16% 97% Total for Financial Metrics           73% * Our reported earnings per share in 2019 were $4.61. 2019 Adjusted EPS were $4.84, excluding $0.23 per share loss from reversal of certain previously claimed tax credits and the impact of an impairment charge related to the Company’s investments in the DC Solar tax credit funds. Please refer to the section titled “Item 7. MD&A — Supplemental Information-Explanation of GAAP and Non-GAAP Financial Measures” in our Annual Report on Form 10-K for a full reconciliation. are summarized as follows: 40 46 EAST WEST BANCORP 2023 PROXY STATEMENT 2019 Strategic Goals for Performance-Based Bonus The achievement of certain strategic initiatives, which are tied to building the Company’s platform and positioning it for sustained future growth, comprise 30% of the Performance-Based Bonus Plan. The 2019 strategic goals were focused on five equally weighted areas: COMPENSATION DISCUSSION AND ANALYSIS · Strengthen risk management infrastructure and capabilities to reflect the Company’s growing size and complexity; · Enhance core capabilities to ensure that critical processes align with customer needs, market dynamics and the Company’s overall value proposition; · Accelerate bridge banking by developing cross-border expertise that can more effectively serve the needs of our customers; · Evolve consumer banking strategy by building a digital consumer banking platform and leveraging our bricks-and-mortar presence to grow our commercial service and wealth management business; and · Build talent management and organizational capabilities by retaining top talent and adopting culturally-aligned behaviors.   The 2022 Strategic Metrics and Results In determining the 2022 Performance-Based Bonus payouts for the strategic component, the Compensation Committee recognizes thatevaluated management’s performance in three key strategic goals are not readily quantifiedareas: Strategic Growth, Operational Excellence, and Leadership Development and Succession Planning. We continued to deliver strong multi-year financial performance based on our strategic focus on commercial banking, bridge banking, omni-channel banking, and wealth management. To invest in the same way as the financial metrics,our future, improve efficiency, and have more inherent subjectivitystrengthen our risk management, we focused on product innovation, improved service levels, and continued to reinforce our credit culture. In 2022, we continued to deliver development programs and enabled leaders and top talent to build their knowledge, skills, and experience to become better leaders and effective team members in their measurement. In lightmanaging and driving growth of these considerations, it has been the Compensation Committee’s practice to limit the achievement of strategic goals to no more than the percentage achieved for the financial goals, even if the Company achieved the maximum level of performance for any of the strategic goals.our business. 2019 Results of Strategic Goals Strategic Growth › Continued to optimize core industries across commercial loans. Maintained continuous growth of anchor industries and accelerated growth across emerging industries; › Continued to generate cross border referrals across geographies to enable more clients to get access to our global capabilities and services; and › Continued to incubate innovation and promote new growth opportunities. Operational Excellence › Continued to practice process improvement to enhance our operational processes’ service levels to meet customers’ increasing service expectations; and › Rationalized our technology vendor spending to reallocate funding to more strategic technology investments. Leadership Development and Succession Planning › Continued to develop leaders at the most senior level and created talent programs to accelerate the development of top talent; and › Recruited new leaders in key positions. At its March 20202023 meeting, the Compensation Committee approved the achievement of the executive team’s efforts at 114% for the strategic component based on the weighting of 40% for strategic growth with 112% results, 30% for operational excellence with 126% results, and 30% for leadership development and succession planning with 103% results. 2022 Individual Metrics 2022 marked Mr. Ng’s 30th anniversary as CEO of the Company. Since the Company became publicly traded on the Nasdaq in consultation1999, its total assets grew 30 times, total loans grew 32 times, total deposits grew 37 times, and total earnings grew 40 times. The Board recognized that under Mr. Ng’s leadership, the Company successfully built upon its strong financial momentum from prior years and achieved record 2022 financial results. In 2022, the Company achieved record earnings of $7.92 per diluted share, up by 30% from the previous year, record net income of $1.1 billion, record revenue of $2.3 billion, record assets of $64.1 billion, record loans of $48.2 billion, and record deposits of $56.0 billion. In addition, the Company reported a return on average assets of 1.80%, return on average equity of 19.51%, and return on average tangible equity of 21.29% for 2022, as well as delivered three-year TSR of 44% compared to the Peer Group’s 10% and KRX’s 6%. Under Mr. Ng’s leadership, the Company continues to deploy its growth strategy in commercial and bridge banking, omni-channel banking, and wealth management, while improving operational excellence, and actively promoting leadership development and hiring talent. 47 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS For the other NEOs, the Compensation Committee concluded as follows: (i) Ms. Oh maintained strong capital positions and implemented effective asset/liability management through a rising interest environment, which generated material net interest margin expansion, while protecting downside risk through the appropriate use of balance sheet hedging. Ms. Oh effectively demonstrated strong expense discipline while continuing to make strategic investments in infrastructure to streamline processes and improve efficiencies. Ms. Oh had been, and continues to be, engaged with women leadership initiatives, and was named one of American Banker’s list of 2022 Most Powerful Women to Watch; (ii) Mr. Krause continued to highlight and maintain our disciplined credit culture, and significantly improved asset quality in 2022 while supporting strong loan growth and promoting collaboration between the CEO, made an assessment ascredit team and frontline business units; he also continued to whetherdevelop the management information system for earlier identification of weaknesses in loans and portfolios, while maintaining strong compliance programs across the Company; (iii) Mr. Shi led corporate development strategy, and oversaw day-to- day operations across the Company; he continued to enhance the Company’s cybersecurity programs and controls monitoring systems through business innovation and new technologies; and (iv) Mr. Teo implemented leadership development and succession planning programs across the Company, while continuing to deliver development and training programs to our employees. 2022 Performance-Based Bonus for NEOs After taking into account the Company’s financial and strategic goals were achieved. The achievement of each goal was measured and the level of achievement established. After discussion with the CEO,performance, the Compensation Committee determined that the overall achievementNEOs had a payout of strategic goals was at 89%. However, the Compensation Committee limited the achievement of strategic goals to no more than the percentage achieved170% for the financial goals. Ascorporate component, which consisted of a result, the final achievement of strategic goals used194% payout for Performance-Based Bonus calculation was capped at 73%, consistent with the Company’s achievement of financial goals. Performance-Based Bonus for NEOs In 2019, using the above discussed performance goals, the Company achieved 73% of the target Corporate Goals, consisting of 73% achievement of the financial metrics (70% weighting) and 73% achievement ofa 114% payout for the strategic metrics (30% weighting). All NEOs except Payouts for the CEO, were additionally evaluated based on individual and departmental goals as part of their 2019 Performance-Based Bonus Plan. component (excluding the CEO) ranged from 89% to 137%. Overall payouts (excluding the CEO) ranged from 114% to 158%. For 2022, each NEO was awarded the Chief Financial Officer (“CFO”) and the General Counsel and Corporate Secretary, 50% of their performance-based bonus was based onamounts set forth in the achievementtable below. In addition, Mr. Krause received a one-time bonus of $100,000 for assuming additional responsibilities and strengthening the Corporate Goals as described abovecorporate risk management function, and 50% was based on individualMr. Teo received a one-time bonus of $120,000 for continuous recruitment of senior executives and department goals. For the Head of Internationaltop talent and Commercial Bankingmanaging and Head of Consumer Bankingsupporting leadership and Digital Banking, 30% of their performance-based bonus was based on the achievement of the Corporate Goals and 70% was based on individual and department goals. Individual and departmental goals vary by individual and are set by the CEO, in conjunction with the Compensation Committee.Board transitions.   Target Weightings 2022 Payout (as a % of Target)   Corporate Performance Corporate Performance   Executive Target Bonus as % Salary   Financial   Strategic   Individual   Financial   Strategic   Individual Total Payout Dominic Ng 145% 70% 30% - 194% 114% - 170% Irene H. Oh 100% 45% 20% 35% 194% 114% 116% 151% Douglas P. Krause 100% 45% 20% 35% 194% 114% 137% 158% Parker L. Shi 100% 45% 20% 35% 194% 114% 112% 150% Gary Teo 60% 21% 9% 70% 194% 114% 89% 114% 48 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS   LTI Long-Term Incentive Awards LTI Long-term incentive (“LTI”) awards are compensation awards designed to tiealign the compensation of our executive officers to stockholder returns. These awards are generally granted as stock in the first quarter of each year, allowing the Compensation Committee adequate time to evaluate prior year performance. When determining the annual LTI awards tofor our executive officers, the Compensation Committee believes it is important to take into account not only the grant date values included in the “Summary Compensation Table,” ”, but also to consider the effect of the year-end value of our stock on those awards over time. The timing of the grants generally follows the filing of the Company’s annual reportsreport on Form 10-K and occurs before the start of the Company’s “blackout period,” during which insiders may not engage in Company stock transactions. LTI awards areissued in 2022 were granted under the Company’s 20162021 Stock Incentive Plan, as amended (the “2016“2021 Stock Incentive Plan”), which is the Company’s current omnibus stockholder-approved plan for equity awards to employees. One hundred percentagepercent of the value of LTI awards granted to our NEOs is made through performance-based RSUs.restricted stock units (“PSUs”). Awards are subject to athree one-year performance period of three (3) yearsperiods (for example, January 1, 20192022, through December 31, 20212022; January 1, 2023, through December 31, 2023; and January 1, 2024, through December 31, 2024, for awards granted in 2019)2022), and are payable at the end of the three-year period. Each year, an NEO mayis eligible to earn a “target” amountnumber of RSUsPSUs equal to one third of the total RSUs granted.PSUs granted based on actual performance. As described below, however, the actual number of RSUsPSUs earned may be higher or lower than the target 41 amount. Depending amount depending on the Company’s financial performance that year relative to the Long TermLong-Term Performance Peer Group, which iswas defined as the banks in the KRX for 2022 and the KBW Nasdaq Bank Index (“BKX”) for 2023 and 2024. The Company was added to the BKX and removed from the KRX on September 19, 2022. The actual number of RSUsPSUs earned in a year can range from 0% to 200% of the target RSUs.PSUs. The Compensation Committee believes this practice further aligns our compensation program with industry best practices for LTI awards and reflects an appropriate balance between financial reward and long-term performance. Metric Weighting Threshold (50% payout) Target (100% payout) Maximum (200% payout) ROA 37.5% 30th percentile 50th percentile >= 80th percentile ROE 37.5% 30th percentile 50th percentile >= 80th percentile TSR 25% 30th percentile 50th percentile >= 80th percentile The financial performance metrics we use In determining the amount of equity awards granted to each NEO, the Compensation Committee considers its overall long-term incentive guidelines for all NEOs, while taking into account the LTI award – ROA, ROEcompetitive market for executive talent, and TSR – are common indicatorsthe benefits of value creation and serveincentive compensation tied to focus management’s attention on enhancing results in these areas. ROE is a direct measurement of the return on capital. The Company believes that for long-term strategy and sustainability, ROA is an important and prudent metric, reflecting the Company’s ability to execute on its long term business model. TSR measures the movementperformance of the Company’s stock price and dividends paid over time. The TSR metric underscorescommon stock. As described above, the connection between executive pay and stockholder interests by measuring our abilityCompensation Committee also considers the Company’s financial performance relative to provide a greater return to our stockholders than our competitors. We set the “target” levelLong-Term Performance Peer Group in determining the actual number of RSUs that could be earnedPSUs awarded in a given year atparticular year. In 2021, the Company’s ROA and ROE of 1.47% and 15.70% respectively, were above the 2021 median or 50th percentile,ROA and ROE of 1.28% and 10.58% respectively, for the ROA, ROE and TSR ratios of the Long TermLong-term Performance Peer Group. We believe these are challenging goals because of strong competition withinGroup, and ranked 77.5th percentile and 92nd percentile relative to the Long TermLong-term Performance Peer Group. The actual RSUs that are earnedCompany’s TSR in a given year may be higher or lower than the target amount of RSUs if performance is better (or worse)2021 ranked 96th percentile relative to the Long TermLong-term Performance Peer Group. ROA, ROE and TSR ratios of less thanTaking into account the 50th percentile will proportionately reduce the amount of RSUs earned in that year, and no RSUs are earned if the ratios put the Company at less than the 30th percentile of the Long Term Performance Peer Group. A maximum of 200% award relative to the “target” level of RSUs will be earned for performance at orvarious factors above, the 80th percentile, andCompensation Committee approved the award is prorated between 100% and 200%2022 LTI awards for performance betweeneach NEO, which are summarized in the 50th and 80th percentiles. The table below illustrates the relative weighting assigned to each financial metric and the performance required to achieve payouts. Metric Weighting Threshold (50% payout) Target (100% payout) Maximum (200% payout) ROA 37.5% 30th percentile 50th percentile >=80th percentile ROE 37.5% 30th percentile 50th percentile >=80th percentile TSR 25% 30th percentile 50th percentile >=80th percentile below. The Company calculates the aggregate grant date fair value of awards as of the date of grant in accordance with the same standard it applies for financial accounting purposes. ConsistentIn 2022, Mr. Teo received a grant of 4,529 RSUs as an annual grant. In addition to their annual PSUs or RSUs, NEOs were each granted an award of 23 RSUs on February 1, 2022, as part of the Spirit of Ownership Program1. 1. The Spirit of Ownership Program applies to all employees of the Company and was launched in 1998 with the premise that each employee is a shareholder, with a vested stake in the Company’s long-term success, growth, and profitability. 49 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS NEO 2022 Target PSUs 2022 RSUs Dominic Ng 58,230 23 Irene H. Oh 10,999 23 Douglas P. Krause 9,750 23 Parker L. Shi 9,058 23 Gary Teo 0 4,552 PSU Payouts The PSUs awarded in 2020 had three one-year performance periods, with SEC regulations, the grant date fair valuelast performance period ending on December 31, 2022. Based on the Company’s performance for ROA (37.5% weighting), ROE (37.5% weighting), and TSR (25% weighting) relative to the Long-Term Performance Peer Group, the Compensation Committee determined that the PSUs paid out at 199.4% of 2019 LTI award equity grantstarget for 2020, resulting from the 94th percentile rank for TSR, 79.5th percentile rank for ROA, and 92nd percentile rank for ROE; 196.9% of target for 2021 resulting from the 96th percentile rank for TSR, 77.5th percentile rank for ROA, and 92nd percentile rank for ROE; and 150.0% of target for 2022 resulting from the 22nd percentile rank for TSR, 98th percentile rank for ROA, and 98th percentile rank for ROE. Please refer to the Option Exercises and Stock Vested table on page 56 for the NEOs are presentednumber of shares each NEO earned. Mr. Shi joined the Company in 2021 and did not participate in the “Summary Compensation Table”2020-2022 PSU program. The PSUs awarded in 2021 have three one-year performance periods. The first two performance periods ended on December 31, 2021, and “Grants of Plan-Based Awards” table below. Total outstanding unexercised or unvested LTI grants are shown in the “Outstanding Equity Awards at Fiscal Year End” table below. 2019 Pay Mix for NEOs The final 2019 pay mix for our NEOs highlightsDecember 31, 2022, respectively. Based on the Company’s commitmentperformance for ROA (37.5% weighting), ROE (37.5% weighting), and TSR (25% weighting) relative to align compensation outcomes to results,the Long-Term Performance Peer Group, the Compensation Committee determined that the PSUs were earned at 196.9% of target in 2021 resulting from the 96th percentile rank for TSR, 77.5th percentile rank for ROA, and underscores our compensation philosophy92nd percentile rank for ROE; and 150.0% of placing significant emphasistarget in 2022 resulting from the 22nd percentile rank for TSR, 98th percentile rank for ROA, and 98th percentile rank for ROE. The last performance period ends on at-risk, performance-based pay. In 2019, over 80%December 31, 2023. Earned shares will not be payable until the end of the CEO’s target pay wasthird year. The PSUs awarded in 2022 have three one-year performance periods. The first performance period ended on December 31, 2022. Based on the Company’s performance for ROA (37.5% weighting), ROE (37.5% weighting), and TSR (25% weighting) relative to the Long-Term Performance Peer Group, the Compensation Committee determined that the PSUs were earned at risk and linked to performance-based outcomes. For the other NEOs, a range of 54% to 68%150.0% of target pay (on average, 63%) was at riskin 2022 resulting from the 22nd percentile rank for TSR, 98th percentile rank for ROA, and tied to direct98th percentile rank for ROE. The second and last performance results.  periods end on December 31, 2023, and December 31, 2024, respectively. Retirement Programs and Perquisites Our NEOs receive the same customary benefits as all other employees, including medical, dental, life, disability, vacation cash-out, and a 401(k) Plan, (the “401(k) Plan”) which includes company matching contributions. The NEOs are eligible to participate in the same plans and to the same extent as most other salaried employees. Employees are allowed to cash out their earned vacation once a year if they metmeet both vacation usage and time away from work requirements set by the Company. The Company maintains a non-qualified deferred compensation plan (“Deferred Compensation Plan”) to help attract and retain executives and key employees. One NEO, Mr. Yen, participated in the Deferred Compensation Plan in 2019. Our Deferred Compensation Plan provides NEOs and other key employees the opportunity to defer a specified percentage of their annual base salary and/or their bonus under the annual cash bonus plan (in each case, up to 80%). In 2022, Messrs. Ng and Shi, participated in the Deferred Compensation Plan. The deferred amounts are credited to a participant’s account and are immediately vested. Amounts in a participant’participant’s account are then hypothetically or “notionally” invested 50 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS in one or more investment funds selected by such participant, with gains or losses adjusted based on the rate of return on the assets in each notional investment fund. The available investment funds used to track such notional investment returns are substantially the same as those offered under our 401(k) Plan. Returns on participant contributions are not guaranteed. The Company has the discretion to make contributions to the Deferred Compensation Plan on behalf of its participants. In 2019,2022, the Company did not make any such contributions to the Deferred Compensation Plan. In general, the NEOs do not have different or greater benefits than other employees, with the exception ofexcept for financial planning services and the use of a Company-owned car for the CEO, and automobile allowance for the Head of International and Commercial Banking.CEO. The financial planning services are intended to help ensure compliance by the CEO with all applicable tax and regulatory requirements. For certain executives, the use of a company car and automobile allowance areis permitted in recognition of their extensive business-related travel. The Compensation Committee reviews the perquisites provided to the NEOs annually as part of their overall review of executive compensation. Based on a review of competitive pay data provided by its external independent compensation consultant, the Compensation Committee determined that the perquisites provided in 20192022 are within an appropriate range of competitive compensation practices relative to our Peer Group. Details about the NEOs perquisites, including the cost to the Company, are shown in the “Summary Compensation Table” under the “All“All Other Compensation”Compensation” column on page 5053 together with the accompanying footnotes.   43 2019 Compensation Decisions for Named Executive Officers With input from its compensation consultant, the Compensation Committee considered the following contributions and achievements in determining the 2019 compensation for the NEOs. Performance-based bonus awards were based on the financial performance of 2019 and paid to the NEOs in March 2020. The Compensation Committee’s determination of each of these matters was based on the recommendation of the CEO (except in the case of his own compensation), the parameters established by the NEO’s employment agreement, if applicable, and the factors described below. In addition, in determining equity awards, the Compensation Committee considered its overall long-term incentive guidelines for all executive officers, which attempt to balance in the context of the competitive market for executive talent, the benefits of incentive compensation tied to performance of the Company’s common stock with the dilutive effect of equity compensation awards. Dominic Ng 2019 Key Achievements The Board recognized that under Mr. Ng’s leadership, the Company continues to invest in our future, strengthen our risk and control environment, reinforce the importance of our culture and values, deliver on our long-standing commitment to serve our communities and conduct business in a responsible way to drive sustainable growth. The Company’s financial results reflected continued momentum toward delivering on both profitability and returns, including return on equity and return of assets, despite a declining interest environment and unprecedented U.S.-China trade tensions. ·        Financial ·        Ranked 11th of the 100 Best Banks in America by Forbes in 2020, ranked in the Top 15 every year since 2010.1 ·        Reported full year 2019 net income of $674.0 million, or $4.61 per diluted share, and revenues of $1.68 billion. ·        Adjusting earnings for non-recurring items, 2019 non-GAAP net income and non-GAAP diluted EPS were $707.9 million and $4.84, respectively, compared with $681.5 million and $4.66 for 2018, resulting in a year-over-year increase of 4%.2 ·        Revenue was $1.68 billion in 2019, compared with $1.60 billion in 2018, an increase of $79.8 million or 5%. ·        Efficiency ratio was 43.8% in 2019, an improvement of 93 basis points compared with 44.7% in 2018. ·      As of December 31, 2019, total loans, deposits and assets all increased, as follows: ·       Total loans increased $2.4 billion, or 7.4%, to $34.8 billion ·       Total deposits increased $1.9 billion, or 5.3%, to $37.3 billion ·        Relative to banks in our Peer Group as well as all publicly traded banks, the Company’s 2019ROA and ROE were in the upper quartile, with ratios of 1.59% and 14.16%, respectively. ·        Customers and Communities ·        Implemented several initiatives designed to enhance customer experience and respond to consumer needs, including investing in digital banking, and through end-user focus and innovation, to attract new customers. ·        Continued commitment to our community, including making over 5,000 microloans to support small businesses in underserved communities in 2019. Led our associates to volunteer more than 6,600 hours in community service, including support of small businesses, disadvantaged families, affordable housing initiatives, education and the arts. ·        Risk Management - Continued to further refine credit risk management programs, improving internal controls, and enhancing data governance. ·        People - In a CEO-driven effort to underscore the importance of corporate cultural attributes, Mr. Ng led the leadership team in defining, highlighting and reinforcing, across the Company, the behaviors and expectations that align with our corporate culture. 1 Forbes article dated January 22, 2020 2 See reconciliations of non-GAAP measures presented in our Annual Report on Form 10-K, “Item 7. MD&A - Supplemental Information - Explanation of GAAP and Non-GAAP Financial Measures.” Base Salary ·        In March 2019, the Compensation Committee elected to increase Mr. Ng’s base salary to $1,275,000.1 Performance-Based Bonus ·        Mr. Ng received a performance-based bonus of $930,750 for 2019. Mr. Ng’s performance-based bonus award was 73% of his 2019 target bonus, which was set at 100% of base salary, and was determined based on the Company’s achievement of the Corporate Goals under the formula-based Performance-Based Bonus Plan. LTI Award ·        Mr. Ng received a target LTI award of $4,970,000 in RSUs. The award is subject to the performance of the Company on ROA, ROE and TSR relative to the Long Term Performance Peer Group. LTI equity grants are subject to a three-year cliff performance schedule. Irene H. Oh 2019 Key Achievements ·        The Company’s profitability and returns relative to peer banks, with each of ROA and ROE above the Peer Group median and in the upper quartile, while meeting internal loan mix and liquidity guidelines. ·        Demonstrated strong expense discipline, resulting in an improved operations efficiency ratio of 43.8% in 2019, compared with 44.7% in 2018. ·        Continued to make productivity and process improvements in the finance and accounting function, resulting in higher quality of financial reporting and analysis, while enhancing our control environment. ·        Led various fee income business units, resulting in an increased noninterest income in the areas of interest rate contracts and foreign exchange. ·        Led the Company’s operational units and the development and ongoing implementation of the Company-wide data governance program. ·        Highlighted the importance of the corporate culture, and communicated to associates about the Company’s values and culture. Base Salary ·        Ms. Oh’s 2019 base salary was increased to $620,000 from $550,000 in 2019. The salary increase was based on the financial success of the Company in 2018, the expansion of Ms. Oh’s responsibilities and her overall performance in 2019. Performance-Based Bonus ·        Ms. Oh received a performance-based bonus of $400,644 for 2019.  Ms. Oh’s performance-based bonus award was 80.78% of her 2019 target bonus, which was set at 80% of base salary.  50% of the possible bonus amount was determined based on the Company’s achievement of the Corporate Goals under the formula-based Performance-Based Bonus Plan, and the balance was based on the achievement of individual and department goals. LTI Award ·        Ms. Oh received a target LTI award of $800,000 in RSUs. The award is subject to the performance of the Company on ROA, ROE and TSR relative to the Long Term Performance Peer Group.  All LTI equity grants are subject to a three-year cliff performance schedule. 1 Mr. Ng’s 2019 base salary was inadvertently reported as $1,270,000, instead of $1,275,000, in our 2019 proxy statement. Catherine Zhou 2019 Key Achievements ·        Launched a digital banking platform in 2019 that resulted in new customers. Substantially simplified and streamlined the customer onboarding experience through use of technology in multiple areas. ·        Led the retail banking teams in coordinating business responses and activities, resulting in an increase in deposits and loans. ·        Led the growth in mortgage business, resulting in total year-over-year growth in single-family residential mortgage loans and home equity lines of credit. ·        Reinforced the importance of the corporate culture, and effectively communicated to all associates across retail banking, wealth management, private banking, digital banking, and mortgage teams about the Company’s values and culture. Base Salary ·        Ms. Zhou’s 2019 base salary was increased to $669,500 from $650,000 in 2018. The increase to Ms. Zhou’s salary was based on her overall performance and contributions in 2018. Performance-Based Bonus ·        Ms. Zhou received a performance-based bonus of $600,073 for 2019.  Ms. Zhou’s performance-based bonus award was 89.63% of her 2019 target bonus, what was set at 100% of base salary.  30% of the possible bonus amount was determined based on the Company’s achievement of the Corporate Goals under the formula-based Performance-Based Bonus Plan, and the balance was based on the achievement of individual and department goals.   LTI Award ·        Ms. Zhou received a target LTI award of $500,000 in RSUs. The award is subject to the performance of the Company on ROA, ROE and TSR relative to the Long Term Performance Peer Group. All LTI equity grants are subject to a three-year cliff performance schedule Douglas P. Krause 2019 Key Achievements ·        Led legal, compliance, and BSA/AML teams in supporting product differentiation agenda within the retail banking, wealth management, mortgage, digital banking, new commercial banking businesses and opportunities. ·        Continued to support in remediation and termination of regulatory actions. ·        Led team to manage non-performing assets and work diligently with borrowers to maximize our recovery. ·        Effectively supported the Board’s corporate governance programs and diversity initiatives. Base Salary ·        Mr. Krause’s 2019 base salary was $500,000, an increase from $480,000 in 2019.  The increase to Mr. Krause’s salary was based on his overall performance and contributions in 2019. Performance-Based Bonus ·        Mr. Krause received a performance-based bonus of $324,400 for 2019.  Mr. Krause’s performance-based bonus award was 81.10% of his 2019 target bonus, which was set at 80% of base salary.  50% of the possible bonus amount was determined based on the Company’s achievement of the Corporate Goals under the formula-based Performance-Based Bonus Plan, and the balance was based on the achievement of individual and department goals.   LTI Award ·        Mr. Krause received a target LTI award of $600,000 in RSUs.  The award is subject to the performance of the Company on ROA, ROE and TSR relative to the Long Term Performance Peer Group.  All LTI equity grants are subject to a three-year cliff performance schedule. Andy Yen 2019 Key Achievements ·        Continued to strengthen customer and regional expansion strategies outside of Southern California while adding commercial bankers in various locations in Southern California market. ·        Generated solid pretax income, with disciplined expense and credit management. ·        Made progress in deepening customers’ relationships by increasing deposit operating accounts, and increasing customer wallet share by through fee income product growth. Base Salary ·        Mr. Yen’s 2019 base salary was $435,000, an increase from $413,100 in 2018. The increase to Mr. Yen’s salary was based on his overall performance and contributions in 2018. Performance-Based Bonus ·        Mr. Yen received a performance-based bonus of $176,132 for 2019.  Mr. Yen’s performance-based bonus award was 80.98% of his 2019 target bonus, which was set at 50% of base salary.  30% of the possible bonus amount was determined based on the Company’s achievement of the Corporate Goals under the formula-based Performance-Based Bonus Plan, and the balance was based on the achievement of individual and department goals. LTI Award ·        Mr. Yen received a target LTI award of $300,000 in RSUs.  The award is subject to the performance of the Company on ROA, ROE and TSR relative to the Long Term Performance Peer Group.  All LTI equity grants are subject to a three-year cliff performance schedule. 47 Other Compensation Policies and Information   In addition to adhering to the processes described in the preceding sections, the Compensation Committee maintains a strong corporate governance culture with respect to executive compensation. Over the years, it has adopted policies, including those described below, to further align executive compensation with performance and what the Company believes is in the best interest of the stockholders.   ClawbacksSTOCK OWNERSHIP GUIDELINES The Company maintains the following stock ownership and holding guidelines for Any Restatement; Executive Compensation Recovery Policyour NEOs, and they are reviewed periodically by the Nominating/Corporate Governance Committee.   CEO › 6x annual base salary NEOs (other than CEO) › 1x annual base salary NEOs have additional holding requirements for stock acquired as part of their compensation. NEOs shall hold until retirement at least 51% of any stock acquired upon the exercise of stock options (net of taxes and net of the grant price paid) and at least 51% of any stock received upon vesting (net of taxes) of restricted stock or RSUs. The Nominating/Corporate Governance Committee reviews compliance with the guidelines annually, and all NEOs met the stock ownership and holding guidelines for 2022. CLAWBACKS FOR ANY RESTATEMENT; EXECUTIVE COMPENSATION RECOVERY POLICY The Company has adopted an Executive Compensation Recovery Policy for our NEOs, which was approved by the Compensation Committee in 2012. Under this policy, all annual performance-based bonus payments and annual LTI awards that are based upon the Company’s financial performance may be subject to clawback in the event of a restatement of the Company’s financial statements. The clawback will be required without regard tofor the reason forof the restatement, and the affected officers will be required to repay the Company the amount of any incentive payment or incentive award received in excess of what would have been paid based on the restated numbers.   Trading Restrictions; No Hedging or Pledging of Common Stock 51 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS   TRADING RESTRICTIONS; NO HEDGING OR PLEDGING OF COMMON STOCK As provided in the Company’s Insider Trading Policy, it is against Company policy for any employee, including any executive officer, to engage in speculative transactions in Company securities, which include but are not limited to trades in puts or calls in Company securities or selling Company securities short. In addition, under our Insider Trading Policy, it is against Company policy for NEOs to pledge shares of common stock in the Company for any purpose.   No Tax Gross UpsNO TAX GROSS UPS   We do not provide for any tax gross ups of excise or other taxes on severance payments or in connection with a change in control.   Compensation Program Risk AnalysisCOMPENSATION PROGRAM RISK ANALYSIS   The Compensation Committee reviews the Company’s compensation policies and practices for our NEOs and other employees. The Compensation Committee has determined that our incentive compensation programs are not reasonably likely to have a material adverse effect on the Company. To conduct this review, the Company annually completes an inventory of its incentive compensation plans and policies. This evaluation covers a wide range of practices and policies including: the balanced mix between pay elements, shortelements; short-term and long- term and long term programs,programs; caps on incentive payouts,payouts; governance controls in place to establish, review and approve goals,goals; use of multiple performance measures,measures; Compensation Committee discretion on individual awards,awards; use of Stock Ownership Guidelines,Guidelines; use and provisions in severance/change of control policies,policies; use of the Executive Compensation Recovery Policy, and Compensation Committee oversight of compensation programs.   The Compensation Committee, also evaluated, along with the independent compensation consultant, determined that the Company’s Chief Risk Officer,compensation programs do not create risks that are reasonably likely to have a material adverse effect on the conformity of the criteria and targets of our compensation program with the risk profile of the Company and whether the proposed goals or the structure of the awards might have the inadvertent effect of encouraging excessive risk or other undesirable behavior.Company.   48 Report by Compensation Committee The following Compensation Committee Report is not deemed to be “soliciting material,” or to be “filed” with the SEC and is not to be incorporated by reference in any other filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except tothe extent the Company specifically incorporates this Report into any such filing by reference. The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis. Based upon this review and our discussions, the East West Bancorp, Inc. Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and be incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 2019.2022.   THE COMPENSATION COMMITTEE    Jack C. Liu, Chairman Molly Campbell Herman Y. Li 52 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS Summary Compensation Table The NEOs only receive compensation for services as executive officers and employees of the Bank, and no separate compensation is paid for their services to the Company. The table below and the accompanying footnotes summarize the 2019, 2018,2022, 2021, and 20172020 compensation for the NEOs:NEOs.     Name and Principal Position   Year   Salary ($)   Bonus ($)4   Stock Awards ($)1   Option Awards ($) Non-Equity Incentive Plan Compensation ($)2   All Other Compensation ($)3   Total ($) Dominic Ng Chairman and Chief Executive Officer 2022 $1,275,000 - $4,538,539 - $3,142,875 $119,994 $9,076,408 2021 1,275,000 - 5,065,596 - 2,181,270 127,306 8,649,172 2020 1,275,000 - 4,487,082 - 1,034,025 137,668 6,933,775 Irene H. Oh Executive Vice President and Chief Financial Officer 2022 $673,319 - $858,902 - $1,024,744 $40,778 $2,597,743 2021 649,358 - 801,528 - 677,818 15,555 2,144,259 2020 635,524 - 749,529 - 414,324 22,012 1,821,389 Douglas P. Krause Vice Chairman and Chief Corporate Officer 2022 $582,792 $100,000 $758,090 - $934,584 $50,118 $2,425,584 2021 541,900 - 694,926 - 578,542 25,150 1,840,518 2020 516,692 - 560,159 - 439,088 41,932 1,557,871 Parker L. Shi Executive Vice President and Chief Operating Officer 2022 $800,000 - $707,684 - $1,197,120 $43,615 $2,748,419 2021 $400,7695 $150,000 1,300,071 - 519,520 392,367 2,762,727 2020     - - - -   Gary Teo Executive Vice President and Chief Human Resources Officer 2022 $398,296 $120,000 $352,001 - $273,573 $29,969 $1,173,839 2021 379,330 - 321,860 - 272,126 28,520 1,001,836 2020 361,685 - 282,057 - 197,179 36,727 877,648 Summary Compensation Table Name  and Principal Position   Year   Salary ($)   Bonus ($)   Stock Awards ($)(1)   Option Awards ($)   Non-Equity Incentive  Plan Compensation ($)(2)   Change  in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)   All O ther Compensation($)(4)   Total ($)                                                                           Dominic Ng     2019       1,262,308       -       5,100,074       -       930,750       -       120,109       7,413,241   Chairman and Chief     2018       1,200,000       -       4,670,788       -       1,621,200       -       95,696       7,587,684   Executive Officer     2017       1,165,385       -       4,146,023       -       2,067,600       -       55,076       7,434,084                                                                             Irene  H. Oh     2019       608,154       -       822,634       -       400,644       -       14,985       1,846,416   Executive Vice President,     2018       534,423       200,000       728,291       -       495,220       -       41,029       1,998,963   Chief Financial Officer     2017       454,808       -       362,815       -       429,962       -       12,150       1,259,735                                                                             Catherine  Zhou     2019       666,200       -       502,067       -       600,073       -       64,550       1,832,890   Executive Vice President,     2018       650,000       -       554,554       -       675,480       -       5,875       1,885,909   Head of Consumer Banking and Digital Banking     2017       -       -       -       -       -       -       -       -                                                                             Douglas P. Krause     2019       496,615       -       617,481       -       324,400       -       32,984       1,471,481   Executive Vice President,     2018       469,615       -       520,791       -       434,419       -       29,856       1,454,681   General Counsel and Corporate Secretary     2017       412,212       -       362,815       -       407,946       -       10,255       1,193,228                                                                             Andy Yen     2019       431,294       -       309,751       -       176,132 ��     -       32,273       949,450   Executive Vice President,     2018       411,698       -       240,641       -       219,335       -       39,357       911,031   Head of International and Commercial Banking     2017       404,135       -       295,413       -       199,868       -       38,794       938,210   1. (1) Represents the aggregate grant date fair values of the RSUs and performance-based RSUs granted in 2019, 2018,2022, 2021, and 20172020 in accordance with FASB ASC Topic No. 718, Compensation—Stock Compensation. See the Company’s Annual Report on Form 10-K, Note 1613 - Stock Compensation Plans to the Company’s Consolidated Financial Statements for the year ended December 31, 20192022 on the Company’s accounting for share-based compensation plans. With the exception of Ms. Zhou’s 2018Mr. Shi’s 2021 RSU awards, as well asMr. Teo’s 2020 and 2022 RSU awards, and the broad employee RSU grant, all other NEO equity awards are performance-based with payouts that depend on the probable outcome of the performance criteria and the price of the Company’s common stock on the award certification date. For the 20192022 performance-based RSUs, assuming that the highest level of performance conditions will be achieved, the grant date fair value of the maximum awards for the NEOs would be as follows: for Mr. Ng, $8,825,552,$7,911,539; for Ms. Oh, $1,420,612,$1,494,402; for Mr. Krause, $1,065,459, and$1,318,590; for Mr. Yen $532,729.Shi, $1,230,684. 2. (2) Represents incentive compensation earned under our Performance-Based Bonus Plan in 2019, 20182023, 2022, and 20172021 related to fiscal years 2018, 20172022, 2021, and 2016,2020, respectively. Mr. Shi joined the Company in June 2021, and his 2021 payout amount was pro-rated based on the month of employment. 3. (3) Includes the year-to-date change in the actuarial present value of the accumulated benefit under the Supplemental Executive Retirement Plan. (4) Includes: for Mr. Ng:Ng, (i) Financialfinancial planning and administrative services of $41,545,$48,500, (ii) Vacationvacation cash-out $62,596 ,of $53,942, (iii) Company’sCompany contributions under its 401(k) Plan of $12,600$13,725 and (iv) auto usage of $3,368;$3,827; for Ms. Oh:Oh, (i) Vacationvacation cash-out $2,385of $27,658 and (ii) Company’sCompany contributions under its 401(k) Plan of $12,600; Ms. Zhou:$13,120; for Mr. Krause, (i) Vacation cash-out of $51,950 and (ii) Company’sCompany contributions under its 401(k) Plan of $12,600;$13,725 and (ii) vacation cash-out of $36,393; for Mr. Krause:Shi, (i) Company’sCompany contributions under its 401(k) Plan of $12,600$14,913, (ii) housing and (ii) Vacation cash-out $20,384; Mr. Yen: (i) Carmoving allowance of $18,000, (ii) Vacation$25,000,(iii) vacation cash-out of $1,673$3,077, and (iii) Company’s(iv) cell phone allowance of $625; for Mr. Teo, (i) Company contributions under its 401(k) Plan of $12,600.$13,725 and (ii) vacation cash-out of $16,244. These amounts reflect the Company’s actual costs to provide the perquisites or other personal benefits to the NEOs. 4. Includes: Mr. Shi’s sign-on bonus of $150,000 in 2021, Mr. Krause’s one-time bonus of $100,000 in 2022 for assuming additional responsibilities and strengthening the corporate risk management function and Mr. Teo’s one-time bonus of $120,000 in 2022 for continuous recruitment of senior executives and top talent and managing and supporting leadership transitions. 5. Mr. Shi’s 2021 salary reflects the actual days employed by the Company. 53 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS     The table below summarizes all plan-based awards granted by the Compensation Committee to the NEOs in 2019:2022.   Grants of Plan-Based Awards           Estimated Future  Payouts Under Non- Equity Incentive  Plan Awards(1)   Estimated Future  Payouts Under Equity Incentive Plan Awards(2)   All Other Stock Awards: Number of Shares of Stock or Award ($) Units(3) (#)   Grant Date Fair Value of Equity(4)                                   Name   Grant Date   Threshold ($)   Target ($)   Maximum ($)   Threshold (#)   Target (#)   Maximum (#)     Dominic Ng   2/4/2019                                                     39     2,022     3/6/2019     637,500       1,275,000       2,550,000       46,650       93,299       186,598       -     5,098,052                                                                   Irene H. Oh   2/4/2019                                                     39     2,022     3/6/2019     248,000       496,000       992,000       7,509       15,018       30,036       -     820,612                                                                   Catherine Zhou   2/4/2019                                                     39     2,022     3/6/2019     334,750       669,500       1,339,000       4,694       9,387       18,774       9,387     500,045                                                                   Douglas P. Krause   2/4/2019                                                     39     2,022     3/6/2019     200,000       400,000       800,000       5,632       11,264       22,528       -     615,459                                                                   Andy Yen   2/4/2019                                                     39     2,022     3/6/2019     108,750       217,500       435,000       2,816       5,632       11,264             307,729 Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 Estimated Future Payouts Under Equity Incentive Plan Awards2 Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) All Other Stock Awards: Number of Shares of Stock or Units (#)3 Grant Date Fair Value of Stock Award ($)4 Dominic Ng 02/01/2022 - - - - - - 23 2,000 03/04/2022 924,375 1,848,750 3,697,500 29,115 58,230 116,460 - 4,536,539 Irene H. Oh 02/01/2022 - - - - - - 23 2,000 03/04/2022 338,713 677,427 1,354,854 5,500 10,999 21,998 - 856,902 Douglas P. Krause 02/01/2022 - - - - - - 23 2,000 03/04/2022 294,840 589,680 1,179,360 4,853 9,705 19,410 - 756,090 Parker L. Shi 02/01/2022             23 2,000 03/04/2022 400,000 800,000 1,600,000 4,529 9,058 18,116 - 705,684 Gary Teo 02/01/2022 - - - - - - 23 2,000 03/04/2022 120,393 240,786 481,572 - - - 4,529 350,001 1. (1) These grants show the potential payment for our NEOs under our formula-based Performance-Based Bonus Plan. Additional information regarding the Performance-BasedPerformance- Based Bonus Plan is discussed in the section “Compensation Discussion and Analysis - 2019– Elements of our Executive Compensation Decisions for Named Executive OfficersProgram ” in this Proxy Statement. The actual payments the NEOs received are based upon the performance attained and are included in the Non-Equity Incentive Plan Compensation column in the “Summary Compensation Table” above. 2. (2) Represents performance-based RSUs that cliff vest on March 6, 2022,4, 2025, assuming that the employee remains employed through such date. Vesting is subject to meeting pre-established performance goals over multiple performance periods with the last performance period ending on December 31, 2021.2024. Dividends are accrued and paid at the time of vesting. Actual payout may range from zero to the maximum number of performance-based RSUs. Awards will be paid out 100% in stock in a number of shares equal to the number of performance-based RSUs vested. The target units represent the target number of performance-based RSUs granted on the grant date, and the Company’s TSR, ROA and ROE performance at the 50th percentile compared to the performance of the banks comprising the KRX for each year,2022 and the KBW Nasdaq Bank Index (“BKX”) for 2023 and 2024, representing a payout of 100%. The Company was added to the BKX and removed from the KRX on September 19, 2022. Threshold units represent the Company’s TSR, ROA and ROE performance at the 30th percentile compared to the KRX for each year,2022 and the BKX for 2023 and 2024, resulting in a payout of 50% of the target number of performance-based RSUs. Maximum units represent the Company’s TSR, ROA and ROE performance at the 80th percentile and above compared to the banks comprising the KRX for each year,2022 and the BKX for 2023 and 2024, resulting in a payout of 200% of the target number of performance-based RSUs. The actual percentage payout would be linearly interpolated between the 30th percentile of the TSR, ROA and ROE performance (50% payout), the 50th percentile of the TSR, ROA and ROE performance (100% payout) and the 80th percentile of the TSR, ROA and ROE performance (200% payout). TSR is weighted at 25%, ROA and ROE are weighted equally at 37.5% each. 3. (3) RepresentRepresents RSUs granted on February 4, 20191, 2022, as part of the all employee Spirit of Ownership Program.Program for all NEOs and Mr. Teo’s RSUs granted on March 4, 2022. All RSUs cliff vest three years from the date of grant. 4. (4) The assumptions applied in determining the grant date fair value are the same as those set forth in footnote 1 to the “Summary Compensation Table”Table” above. 51   The table below sets forth the outstanding equity awards held by the NEOs as of December 31, 2019.2022. There were no outstanding option awards held by NEOs as of December 31, 2019.2022. With the exception of (i) the broad-based employee RSUs granted on January 24, 2020, February 16, 201812, 2021, and February 1, 2022, as part of the all-employee Spirit of Ownership Program, (ii) Mr. Shi’s sign-on and additional RSUs granted in 2021 and (iii) Mr. Teo’s RSUs granted on March 4, 2019,2020 and March 4, 2022, all of the outstanding equity awards are performance-based awards with payouts that depend on the outcome of the performance criteria and the price of the Company’s common stock on the award certification date. The performance-based awards have a term of three years and will vest based on the achievement of the applicable performance criteria.   54 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS Outstanding Equity Awards at Fiscal Year-End       Stock Awards Name   Grant Date   Number of Shares or Units of Stock That Have Not Vested (#)(1)     Market Value  of Shares or Units of Not Vested ($)(2)   Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) Dominic Ng   3/2/2017     122,102 (3)     5,946,367       -       -     2/16/2018     30 (4)     1,461       -       -     3/8/2018     66,578 (6)     3,242,349       44,386   (5) (6)   2,161,598     2/4/2019     39 (4)     1,899       -       -     3/6/2019     46,650 (7)     2,271,855       124,399   (5) (7)   6,058,231                                     Irene H. Oh   3/2/2017     10,685 (3)     520,360       -       -     2/16/2018     30 (4)     1,461       -       -     3/8/2018     10,357 (6)     504,386       6,905   (5) (6)   336,274     2/4/2019     39 (4)     1,899       -       -     3/6/2019     7,509 (7)     365,688       20,024   (5) (7)   975,169                                     Catherine Zhou   10/2/2017     33,135 (4)     1,613,675       -       -     2/16/2018     30 (4)     1,461       -       -     3/8/2018     8,175 (6)     398,123       -       -     2/4/2019     39 (4)     1,899       -       -     3/6/2019     4,694 (7)     228,598       12,516   (5) (7)   609,529                                     Douglas P. Krause   3/2/2017     10,685 (3)     520,360       -       -     2/16/2018     30 (4)     1,461       -       -     3/8/2018     7,398 (6)     360,283       4,932   (5) (6)   240,188     2/4/2019     39 (4)     1,899       -       -     3/6/2019     5,632 (7)     274,278       15,019   (5) (7)   731,425                                     Andy Yen   3/2/2017     8,700 (3)     423,690       -       -     2/16/2018     30 (4)     1,461       -       -     3/8/2018     3,403 (6)     165,726       2,269   (5) (6)   110,500     2/4/2019     39 (4)     1,899       -       -     3/6/2019     2,816 (7)     137,139       7,510   (5) (7)   365,737 Stock Awards     Name     Grant Date   Number of Shares or Units of Stock That Have Not Vested (#)1   Market Value of Shares or Units of Stocks That Have Not Vested ($)2 Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)2 Dominic Ng 1/24/2020 413 2,702 - - 3/4/2020 205,2564 13,526,370 - - 2/12/2021 303 1,977 - - 3/4/2021 75,3815 4,967,608 43,4635 7 2,864,212 2/1/2022 233 1,516 - - 3/4/2022 29,1156 1,918,679 77,6406 7 5,116,476 Irene H. Oh 1/24/2020 413 2,702 - - 3/4/2020 34,2104 2,254,439 - - 2/12/2021 303 1,977 - - 3/4/2021 11,9025 784,342 6,8635 7 452,272 2/1/2022 233 1,516 - - 3/4/2022 5,5006 362,450 14,6666 7 966,489 Douglas P. Krause 1/24/2020 413 2,702 - - 3/4/2020 25,5454 1,683,416 - - 2/12/2021 303 1,977 - - 3/4/2021 10,3165 679,824 5,9485 7 391,973 2/1/2022 233 1,516 - - 3/4/2022 4,8756 321,263 13,0006 7 856,700 Parker L. Shi 6/14/2021 4,3053 283,700 - - 12/1/2021 13,2373 872,318 - - 2/1/2022 233 1,516 - - 3/4/2022 4,5296 298,461 12,0786 7 795,940 Gary Teo 1/24/2020 413 2,702 - - 3/4/2020 7,0153 462,289 - - 2/12/2021 303 1,977 - - 3/4/2021 4,7615 313,750 2,7465 7 180,961 2/1/2022 233 1,516 - - 3/4/2022 4,5293 298,461 - -   1. (1) Represents grants of performance-based RSUs. The vesting of the performance-based RSUs is subject to meeting the three-year service condition from the grant date and pre-established performance goals in each of the three years ending December 31 of the respective fiscal year. Dividends are accrued on the performance RSUs and paid at the time of vesting. 2. (2) The amounts shown represent the number of shares or units shown in the column immediately to the left multiplied by the closing price on December 31, 20192022, of the Company’s common stock as reported on Nasdaq, which was $48.70.$65.90. 3. (3) This performance-based RSU granted on March 2, 2017 cliff vested on March 2, 2020. (4) Reflects RSUs that will cliff vest three years from the date of grant, assuming that the employee remains employed through such date. 4. (5)This equity granted on March 4, 2020, cliff vested on March 4, 2023. 5. This equity RSU granted on March 4, 2021, cliff vests on March 4, 2024, assuming that the employee remains employed through such date. 6. This equity granted on March 4, 2022, cliff vests on March 4, 2025, assuming that the employee remains employed through such date. 7. Reflects the maximum potential payout, but the actual number of shares ultimately paid out may vary from the amount shown on the table, with the possibility of payout, ranging from no payout to maximum payout depending on the outcome of the performance criteria. 55 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS   (6) This performance-based RSU granted on March 8, 2018 cliff vests on March 8, 2021, assuming that the employee remains employed through such date.   (7) This performance-based RSU granted on March 6, 2019 cliff vests on March 6, 2022, assuming that the employee remains employed through such date. The following table summarizes, for the NEOs, the option exercises and stock awards vested during 2019.2022. The amounts reflected below show the number of shares acquired at the time of exercise or vesting, as applicable. The amounts reported as value realized are shown on a before-tax basis:basis.   Option Exercises and Stock Vested     Option Awards Stock Awards   Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($)1 Dominic Ng - - 169,921 13,131,914 Irene H. Oh - - 27,385 2,116,732 Douglas P. Krause - - 20,549 1,588,446 Parker L. Shi - - - - Gary Teo - - 5,671 438,674     Option Awards   Stock Awards Name   Number of Shares Acquired on Exercise (#)   Value Realized on Exercise ($)   Number of Shares Acquired on Vesting (#)   Value Realized on Vesting ($)(1) Dominic Ng     -       -       213,609       11,378,951   Irene H. Oh     -       -       18,692       995,723   Catherine Zhou     -       -       -       -   Douglas P. Krause     -       -       18,692       995,723   Andy Yen     -       -       14,687       782,376   1. (1) The amount represents the number of shares vested multiplied by the closing price of the Company’s common stock on the Nasdaq on the vesting date. It excludes any reduction in value associated with the cancellation of shares for tax withholding purposes.   The following table summarizes information about NEO participation in our nonqualified Deferred Compensation Plan, which is described on page 4350 above, in the “Retirement Programs and Perquisites” section. In 2019, there were no2022, Mr. Ng and Mr. Shi participated and made contributions made by the Company to the Deferred Compensation Plan for the benefit of any NEOs. Mr. Yen was the only NEO who participated in the Deferred Compensation Plan during 2019.Plan.   Nonqualified Deferred Compensation Table Name   Executive Contributions in 2019 ($)(1)   Registrant Contributions in 2019 ($)   Aggregate Earnings in 2019 ($)(2)   Aggregate Withdrawals / Distributions ($)   Aggregate Balance at December 31, 2019 ($) Dominic Ng     -       -       -       -       -   Irene H. Oh     -       -       -       -       -   Catherine Zhou     -       -       -       -       -   Douglas P. Krause     -       -       -       -       -   Andy Yen     217,365       -       20,956       -       753,959     Nonqualified Deferred Compensation in 2022   Name Executive Contributions in 2022 ($)1 Registrant Contributions in 2022 ($) Aggregate Earnings in 2022($)2 Aggregate Withdrawals/ Distributions ($) Aggregate Balance on December 31, 2022 ($) Dominic Ng 637,500 - (21,596) - 615,904 Irene H. Oh - - - - - Douglas P. Krause - - - - - Parker L. Shi 642,769 - (81,467) - 659,712 Gary Teo - - - - - 1. (1) The amounts included in this column are included in the Summary Compensation Table for 20192022 as “Salary.” 2. (2) Reflects hypothetical or “notional” gains on account balances based on the NEO’s selected investments. 56 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS   53   Retirement Plans   We have two retirement plans. Our 401(k) Plan is a qualified retirement plan under the Internal Revenue Code of 1986, as amended (the “Code”), and is open to all employees of the Company and its subsidiaries with at least three months of service.   We also have a Supplemental Executive Retirement Plan (“SERP”)which was established in 2001 in order to provide supplemental retirement benefits to certain employees whose contributions to the 401(k) Plan are limited under applicable Internal Revenue Service regulations. The SERP was also intended as a retention incentive to ensure the continued employment of the officers participating in the plan. As of December 31, 2019,2022, none of our NEOs were participants in the SERP.   As part of the life insurance contracts purchased when the SERP was established, beneficiaries of the SERP participants would be entitled to a death benefit. Although Mr. Ng and Mr. Krause are not currently participants in the SERP, each was at the time it was established in 2001 and death benefits for their beneficiaries remain in effect. As of December 31, 2019,2022, Mr. Ng’s beneficiaries would be entitled to death benefits of $21,580,000 and Mr. Krause’s beneficiaries would be entitled to death benefits of $7,740,000 under the SERP.   Employment Agreements and Potential Payments upon Termination or Change in Control   The Bank, the Company’s principal subsidiary, has entered into employment agreements with the NEOs.NEOs with the exception of Mr. Teo. This is intended to ensure that the Bank will be able to maintain a stable and competent management base.   Chief Executive Officer   The Bank entered into an employment agreement with its CEO, Mr. Ng, in June 1998 in connection with the sale of the Bank by its prior stockholders (the “Ng Employment Agreement”). The Ng Employment Agreement was reapproved by the Board and amended on March 4, 20201, 2023, to provide for a termination date of March 4, 2023.1, 2026. In addition to a base salary and bonus to be determined annually, the employment agreement provides for, among other things, use of a Company car, participation in stock benefit plans and other fringe benefits applicable to executive personnel and four weeks paid vacation per year.   In the event the Bank chooses to terminate Mr. Ng’s employment for any reason other than for Cause (as defined in the Ng Employment Agreement), or in the event of Mr. Ng’s resignation from the Bank upon (i) failure to re-electre- elect him to his current offices; (ii) a material change in functions, duties or responsibilities; (iii) a relocation of his principal place of employment by more than 25 miles; (iv) liquidation or dissolution of the Bank; (v) a breach of the employment agreement by the Bank; or (vi) his death or permanent disability, Mr. Ng, or, in the event of death, his beneficiary, would be entitled to receive an amount equal to the greater of (i) the remaining payments due to him and the contributions that would have been made on his behalf to any employee benefit plans of the Bank during the remaining term of the employment agreement or (ii) three times the base salary currently in effect plus three times the preceding year’s bonus payable in a lump sum.   Under the assumption that Mr. Ng’s employment with the Company was terminated on December 31, 20192022, for any reason other than Cause, he would be entitled to receive severance payments totaling $6,698,480.$13,350,052. Also, if Mr. Ng’s employment with the Company was terminated for any reason other than Cause, his outstanding and unvested stock options (if any), time-based and performance-based RSUs would become fully vested. If Mr. Ng’s employment with the Company was terminated on December 31, 2022, for any reason other than Cause, on December 31, 2019, the market value of his RSUs, which would accelerate in vesting, is $15,573,846was $24,409,195 based on the closing price of the Company’s common stock as of that date.   57 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS Chief Financial Officer   On December 21, 2016, the Bank entered into an Executive Employment Agreement with its Chief Financial Officer, Ms. Oh (the “Oh Employment Agreement”). The Oh Employment Agreement, effective as of December 21, 2016, hashad an initial term of two years and iswas subject to annual renewal thereafter as may be agreed by the Bank’s boardBoard of directorsDirectors and Ms. Oh. The Oh Employment Agreement was reapproved by the Board and amended on December 21, 20192022, to provide for a termination date of December 21, 2020.2023.   The Oh Employment Agreement provides that Ms. Oh will receive an annual base salary, subject to periodic review and increase, and will be eligible to participate in an annual performance-based cash incentivebonus plan. However, any actual bonus for any given year will be determined and paid in accordance with the Bank’s annual bonus plan arrangements applicable to senior executives generally. Ms. Oh will also be eligible to receive annual stock grants as approved by the board of directors.Board. In addition, Ms. Oh will be entitled to participate in all employee benefit plans and perquisite arrangements available to senior executives of the Bank and shall receive reimbursement of reasonable business expenses. Ms. Oh’s employment with the Bank may be terminated by the Bank with or 54 without Cause (as defined in the Oh Employment Agreement), in the event of Disabilitydisability (as defined in the Oh Employment Agreement) or death.   The Bank may terminate Ms. Oh’s employment with the Bank at any time without Cause, for any reason or no reason at all, upon one month advance written notice. In addition, it shall be considered termination without Cause by the Bank if (1) Ms. Oh terminates her employment for Just Reason (as defineddue to: (i) relocation of her office more than 50 miles from its current location in Pasadena, California without her consent; (ii) any material breach by the Oh Employment Agreement)Bank of her employment agreement or any other material agreement between her and the Bank which causes her material harm; or (iii) if, (2)following a Change of Control, the successor does not assume all material obligations of the Bank to her. It shall also be considered termination without Cause if without Ms. Oh’s consent, (a) the Oh Employment Agreement is not, whether initially or with respect to any subsequent renewal period, renewed or approved by the Bank’s Board of Directors (other than in connection with a for Cause event), and (b) within one month following the end of the then-current employment term, Ms. Oh resigns from the Bank.   In the event of a termination of Ms. Oh’s employment by the Bank without Cause, and contingent upon Ms. Oh’s execution and non-revocation of a general release of claims, the Bank shall pay to Ms. Oh the following: (1)(i) a single lump sum amount consisting of an amount equal to two times of Ms. Oh’s then annual base salary and an amount equal to the annual cash bonus payout last received by Ms. Oh; and (2)(ii) any annual bonus earned but unpaid with respect to a performance year ending on or preceding the date of termination. Under the assumption that Ms. Oh’s employment with the Company was terminated on December 31, 20192022, for any reason other than Cause, she would be entitled to receive severance payments totaling $1,640,644.$2,379,598.   In addition, any equity awards would continue to vest according to the grant date schedules, provided that performance RSUs will be settled based on performance unit goal achievement, except that if such termination of employment occurs within two (2) years after a Change of Control (as defined in the Oh Employment Agreement), any performance RSUs will be settled as follows: (1)(i) any RSUs for which the performance period has elapsedlapsed will continue to vest based on performance unit goal achievement, and (2)(ii) any RSUs for which the performance period has not lapsed will be converted into time-based units based on the target performance level. The outstanding equity awards held by Ms. Oh as of December 31, 20192022, are disclosed in the table on page 5255 under“Outstanding Equity Awards at Fiscal Year-End”Year-End.”.   In the event of a termination of Ms. Oh’s employment as the result of her death or due to Disability,disability, Ms. Oh or her beneficiary will be entitled to receive (1)(i) the Accrued Obligations (as defined in the Oh Employment Agreement) and (2)(ii) any annual bonus earned but unpaid with respect to a performance year ending on or preceding the date of termination. The Oh Employment Agreement also provides that if Ms. Oh’s employment terminates as a result of death or Disability,disability, all unvested RSUs that have been granted prior to the date of death or Disabilitydisability shall immediately vest. The market value on December 31, 2022, of her RSUs which would have accelerated in vesting as a result of her death or Disability on December 31, 2019disability would have been $2,049,515.$4,116,806.   Head of Consumer Banking and Digital Banking On September 1, 2017, the Bank entered into an Executive Employment Agreement with its Head of Consumer Banking and Digital Banking, Ms. Zhou (the “Zhou Employment Agreement”). The Zhou Employment Agreement, effective as of October 2, 2017, has an initial term of two years and is subject to annual renewal thereafter as may be agreed by the Bank’s Board of Directors and Ms. Zhou. The Zhou Employment Agreement was reapproved by the Board and amended on October 2, 2019 to provide for a termination date of October 2, 2020. The Zhou Employment Agreement provides that Ms. Zhou will receive an annual base salary, subject to periodic review and increase, and will be eligible to participate in an annual performance-based cash incentive plan. However, any actual bonus for any given year will be determined and paid in accordance with the Bank’s annual bonus plan arrangements applicable to senior executives generally. Ms. Zhou will also be eligible to receive annual stock grants as approved by the Board of Directors. In addition, Ms. Zhou will be entitled to participate in all employee benefit plans and perquisite arrangements available to senior executives of the Bank and shall receive reimbursement of reasonable business expenses. Ms. Zhou’s employment with the Bank may be terminated by the Bank with or without Cause (as defined in the Zhou Employment Agreement), in the event of Disability (as defined in the Zhou Employment Agreement) or death. The Bank may terminate Ms. Zhou’s employment with the Bank at any time without Cause, for any reason or no reason at all, upon one month advance written notice. In addition, it shall be considered termination without Cause by the Bank if (1) Ms. Zhou terminates her employment for Just Reason (as defined in the Zhou Employment Agreement) or if (2) without Ms. Zhou’s consent, (a) the Zhou Employment Agreement is not, whether initially or with respect to any subsequent renewal period, renewed or approved by the Bank’s Board of Directors (other than in connection with a for Cause event), and (b) within one month following the end of the then-current employment term, Ms. Zhou resigns from the Bank. In the event of a termination of Ms. Zhou’s employment by the Bank without Cause, and contingent upon Ms. Zhou’s execution and non-revocation of a general release of claims, the Bank shall pay to Ms. Zhou the following: (1) a single lump sum amount consisting of an amount equal to two times of Ms. Zhou’s then annual base salary; and (2) any annual bonus earned but unpaid with respect to a performance year ending on or preceding the date of termination. Under the assumption that Ms. Zhou’s employment with the Company 55 58 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS   was terminated on December 31, 2019 for any reason other than Cause, she would be entitled to receive severance payments totaling $1,339,000.   In addition, any equity awards would continue to vest according to the grant date schedules, provided that, performance RSUs will be settled based on performance unit goal achievement, except that if such termination of employment occurs within two (2) years after a Change of Control (as defined in the Zhou Employment Agreement), any performance RSUs will be settled as follows: (1) any RSUs for which the performance period has elapsed will continue to vest based on performance unit goal achievement,Vice Chairman and (2) any RSUs for which the performance period has not lapsed will be converted into time-based units based on the target performance level. The outstanding equity awards held by Ms. Zhou as of December 31, 2019 are disclosed in the table on page 52 of this Proxy Statement.Chief Corporate Officer   In the event of a termination of Ms. Zhou’s employment as the result of her death or due to Disability (as defined in the Zhou Employment Agreement), Ms. Zhou or her beneficiary will be entitled to receive (1) the Accrued Obligations and (2) any annual bonus earned but unpaid with respect to a performance year ending on or preceding the date of termination. The Zhou Employment Agreement also provides that if Ms. Zhou’s employment terminates as a result of death or Disability, all unvested RSUs, that have been granted prior to the date of death or Disability shall immediately vest. The market value of her RSUs which would have accelerated in vesting as a result of her death or Disability on December 31, 2019 would have been $2,548,520. General Counsel and Corporate Secretary The Bank entered into an employment agreement with its General CounselVice Chairman and Chief Corporate Secretary,Officer, Mr. Krause, in 1999 (the “Krause Employment Agreement”). The Krause Employment Agreement was reapproved by the Board of Directors and amended on March 4, 20201, 2023, to provide for a termination date of March 4, 2023.1, 2026. In addition to a base salary and bonus to be determined annually, the Krause Employment Agreement provides for, among other things, participation in stock benefit plans and other fringe benefits applicable to executive personnel and four weeks paid vacation per year.   In the event the Bank chooses to terminate Mr. Krause’s employment for any reason other than for Cause (as defined in the Krause Employment Agreement), or in the event of Mr. Krause’s resignation from the Bank upon (i) a material change in functions, duties or responsibilities; (ii) a relocation of the principal place of his employment by more than 25 miles; (iii) liquidation or dissolution of the Bank; (iv) a breach of the employment agreement by the Bank; or (v) his death or permanent disability, Mr. Krause, or, in the event of death, his beneficiary, would be entitled to receive an amount equal to the greater of (x)(i) the remaining payments due to him and the contributions that would have been made on his behalf to any employee benefit plans of the Bank during the remaining term of the employment agreementagreement; or (y)(ii) three times the base salary currently in effect plus three times the preceding year’s bonus payable in a lump sum.   Under the assumption that Mr. Krause’s employment with the Company was terminated on December 31, 2019,2022, for any reason other than Cause (as defined in the Krause Employment Agreement), he would be entitled to receive severance payments totaling $2,551,660$4,961,054 payable in a lump sum. Also, if Mr. Krause’s employment with the Company was terminated for any reason other than Cause, all unvested RSUs would become fully vested. If Mr. Krause’s employment with the Company was terminated on December 31, 2022, for any reason other than Cause, on December 31, 2019, the market value of his RSUs, which would have accelerated in vesting, is $1,644,088.was $3,315,034.   There is no employment contract with Mr. Krause that provides for any payments, or early vesting of any stock options or any RSUs upon a change of control.   Head of International and Commercial BankingChief Operating Officer   The Bank entered into an employment agreement with its Head of International and Commercial Banking,Chief Operating Officer, Mr. Yen, in 2005Shi, on December 1, 2021 (the “Yen“Shi Employment Agreement”). with an initial term of two years and is subject to annual renewal thereafter as may be agreed by the Bank’s Board of Directors and Mr. Shi. The Shi Employment Agreement provides that Mr. Shi will receive an annual base salary, subject to periodic review and increase, and will be eligible to participate in an annual performance-based bonus plan. However, any actual bonus for any given year will be determined and paid in accordance with the Bank’s annual bonus plan arrangements applicable to senior executives generally. Mr. Shi will also be eligible to receive annual stock grants as approved by the Board. In addition, Mr. Shi will be entitled to participate in all employee benefit plans and perquisite arrangements available to senior executives of the Bank and shall receive reimbursement of reasonable business expenses. Mr. Shi’s employment with the Bank may be terminated by the Bank with or without Cause (as defined in the Shi Employment Agreement), in the event of disability (as defined in the Shi Employment Agreement) or death. The Bank may terminate Mr. Shi’s employment with the Bank at any time without Cause, for any reason or no reason at all, upon thirty days’ advance written notice. In the event of termination of Mr. Shi’s employment by the Bank without Cause, and contingent upon Mr. Shi’s execution and non-revocation of a general release of claims, the Bank shall pay to Mr. Shi the following: (i) a single lump sum amount consisting of an amount equal to two times of Mr. Shi’s then annual base salary and a lump sum bonus equal to be determined annually,100% of Mr. Shi’s then annual base salary; if Mr. Shi is terminated without Cause during the Yen Employment Agreement provides for, among other things, an automobile allowanceterm of not less than $850 per month, participation in stock benefit plans and other fringe benefits applicable to executive personnel and four weeks paid vacation per year.his current contract, he would receive severance payments totaling $2,400,000.   59 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS In addition, as part of his severance, any equity awards would continue to vest according to the grant date schedules, provided that performance RSUs would be settled based on performance unit goal achievement, except that if such termination of employment occurs within two years after a Change of Control (as defined in the Shi Employment Agreement), any performance RSUs would be settled as follows: (i) any RSUs for which the performance period has lapsed would continue to vest based on performance unit goal achievement, and (ii) any RSUs for which the performance period has not lapsed will be converted into time-based units based on the target performance level. The outstanding equity awards held by Mr. Shi as of December 31, 2022, are disclosed in the table on page 55 under “Outstanding Equity Awards at Year-End.” In the event the Bank chooses to terminate Mr. Yen’s employment for any reason other than for Cause, he will receive a severance payment of six month’s base salary. In addition, the Yen Employment Agreement provides for severance of two times current salary if he is terminated within 12 months of a changetermination of control or if he resigns within 12 months of a change of control upon (i) reduction in his base salary, or automobile allowance, (ii) a material reduction in this duties; or (iii) a relocation ofMr. Shi’s employment as the principal placeresult of his employment by more than 35 miles. Under the assumption thatdeath or due to disability, Mr. Yen’s employment with the Company was terminated on December 31, 2019, for any reason other than Cause, he wouldShi or his beneficiary will be entitled to receive severance payments totaling $217,500 or,the Accrued Obligations (as defined in the caseShi Employment Agreement). The Shi Employment Agreement also provides that if Mr. Shi’s employment terminates as a result of a termination in relation to a change in control as described above, $870,000. 56 Pursuantdeath or disability, all unvested RSUs that have been granted prior to the termsdate of our 2016 Stock Incentive Plan, in the event Mr. Yen’s employment is terminated without Cause (as defined thereunder) following a change of control, his outstanding unvested RSUs will vest and awards which performance cycles have yet to be completed will vest assuming target performance is achieved. If Mr. Yen’s employment with the Company was terminated for any reason other than Cause following a change in controldeath or disability shall immediately vest. The market value on December 31, 2019, the market value2022, of his RSUs which would have accelerated in vesting as a result of his death or disability is $968,034.$1,853,965.   CEO to Median Employee Pay Ratio   We are providing the following information about the relationship of the total annual compensation of our median employee and the total annual compensation of Mr. Ng, our Chairman and CEO.   For the year ended December 31, 2019,2022, the annual total compensation of our CEO was $7,413,241$9,076,408 as shown onin the “Summary Compensation TableTable.””. The annual total compensation of our median employee for 2019,2022, excluding the CEO, was $78,992,$109,718, resulting in a ratio of 9483 to 1, which is a reasonable estimate calculated in a manner consistent with the applicable rules. Becausethere have been no significant changes to the Company’s broad-based compensation scheme nor to its employee population, which would significantly impact the compensation of the median employee, the median employee used in 2018 is being used for this 2019 CEO Pay Ratio disclosure.   In determining the median employee, we identified and included all U.S. basedU.S.-based employees of East West Bank, other than the CEO, who were employed with us as of December 31, 2019.2022. Further, we also included all employees of East West Bank outside of the U.S., who are based in Hong Kong whoand were employed with us as of December 31, 2019.2022. The U.S. and Hong Kong basedKong-based employees represented 96% of our 3,2443,100 total employees, excluding employees on leave of absence as of December 31, 2019.2022. We excluded our employees of East West Bank (China) Limited, our wholly owned subsidiary in China, and other employees based in China, totaling 135138 or 4% of our total employees. As of December 31, 2019,2022, the Company had 3,010 U.S. based2,872 U.S.-based employees and 234228 non-U.S. employees.   Our definition of “total compensation,” for purposes of determining our median employee, includes total cash compensation paid during 20192022 (excluding 401(k) deferrals and over-timeovertime wages) and the grant date fair value of RSUs (or RSU equivalents) awarded in 2019.2022. We did not annualize the compensation for any employees that were not employed by us for all of 20192022, or make any full-time equivalent adjustments for part-time employees. For our non-U.S. employees who were included in this calculation, we used the foreign exchange rates applicable as of December 31, 20192022, in order to convert their total compensation into U.S. dollars. After determining our median employee, we then calculated such employee’s annual total compensation, in a manner consistent with the requirements of Item 402(u), for purposes of calculating the ratio presented above. Compensation Committee Interlocks and Insider Participation During 2019, each of Ms. Campbell and Messrs. Liu and Li served as a member of the Compensation Committee. None of the members of the Compensation Committee is, or ever has been, an officer or employee of the Company or any of its subsidiaries. Except as provided herein, there are no existing or proposed material transactions between the Company or the Bank and any of its executive officers, directors, or the immediate family or associates of any of the foregoing persons. During 2019, none of our executive officers served on the board of directors or as a member of the compensation committee (or other committee serving an equivalent function) of any entity that had an executive officer serving as a member of the Board or the Compensation Committee. 57   Proposal 2: Advisory Vote to Approve Executive Compensation 60 EAST WEST BANCORP 2023 PROXY STATEMENT Proposal Snapshot ·What am I voting on?COMPENSATION DISCUSSION AND ANALYSIS Stockholders are being asked, as required by Section 14A of the Exchange Act, to approve, on an advisory basis, the compensation of the Named Executive Officers for 2019 as described in the “Compensation Discussion and Analysis” section beginning on page 29 and the Compensation Tables section beginning on page 50. ·Voting recommendation: FOR the advisory vote to approve executive compensation. The Compensation Committee takes very seriously its stewardship responsibility to oversee the Company’s compensation programs and values thoughtful input from stockholders. The Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.   This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our NEO compensation as a whole. This vote is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of all of our NEOs and the philosophy, policies and practices described in this Proxy Statement. We currently hold our Say-on-Pay vote every year.   We believe that the information provided in “Compensation Discussion and Analysis” beginning on page 29 demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. The sustained success of the Company’s customer focus and bridge banking model between East and West is reflected in the following key metrics:Pay Versus Performance   Full year 2019 net income of $674 million, or $4.61 per diluted share, and revenue of $1.68 billion. Total loans grew 7.4%, to a record level of $34.8 billion. Total deposits grew 5.3%, to a record level of $37.3 billion. The ratio of non-performing assets to total assets was a low 0.27%. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting: “RESOLVED, that the stockholders hereby approve, on an advisory basis,table sets forth information concerning the compensation of our Named Executive Officers as reflectedCEO and other NEOs for each of the fiscal years ending December 31, 2022, 2021, and 2020, and our financial performance for each such fiscal year.           Value of Initial $100 Investment Based on:         Year   Summary Compensation Table Total for CEO1   Compensation Actually Paid Total to CEO Average Summary Compensation Table Total for Non-CEO NEOs2   Average Compensation Actually Paid to non-CEO NEOs   Total Shareholder Return   Peer Group Total Shareholder Return6   Net Income ($ in millions)   Return on Equity 20223 $9,076,408 $6,591,588 $2,236,396 $2,110,635 $135 $106 $1,128 19.51% 20214 $8,649,172 $27,525,426 $1,938,007 $3,294,597 $162 $117 $873 15.70% 20205 $6,933,775 $13,751,400 $1,284,762 $1,961,790 $104 $88 $568 11.17% 1. The CEO in 2022, 2021, and 2020 was Dominic Ng. 2. The non-CEO NEOs were Irene H. Oh, Douglas P. Krause, Parker L. Shi, and Gary Teo in 2022, Irene H. Oh, Douglas P. Krause, Parker L. Shi, and Nick Huang in 2021, and Irene H. Oh, Douglas P. Krause, Andy Yen, Gary Teo, and Catherine Zhou in 2020. 3. The LTI Plan for the 2022-2024 performance period has an estimated payout of 175%. The LTI Plan for the 2021-2023 performance period has an estimated payout of 174%. The LTI Plan for the 2020-2022 performance period paid out at 182%. 4. The LTI Plan for the 2021-2023 performance period has an estimated payout of 175%. The LTI Plan for the 2020-2022 performance period has an estimated payout of 174%. The LTI Plan for the 2019-2021 performance period paid out at 182%. 5. The LTI Plan for the 2020-2022 performance period has an estimated payout of 175%. The LTI Plan for the 2019-2021 performance period has an estimated payout of 175%. The LTI Plan for the 2018-2020 performance period paid out at 167%. 6. The peer group used is the KBW Nasdaq Regional Banking Index (“KRX”). The following table reconciles the total compensation shown in this Proxy Statement and as disclosed pursuantthe Summary Compensation Table to Item 402 of Regulation S-K, which disclosure includes the compensation discussion and analysis,actually paid to NEOs shown in the Pay Versus Performance Table above.   CEO Average of Non-CEO NEOs Year 2022 2021 2020 2022 2021 2020 Summary Compensation Table Total $9,076,408 $8,649,172 $6,933,775 $2,236,396 $1,938,007 $ 1,284,762 Less: Fair Value of Stock Awards Granted in Fiscal Year (4,538,539) (5,065,596) (4,487,082) (669,169) (774,147) (474,638) Add: Fair Value of Stock Awards Granted in Fiscal Year - Value at Yearend   6,470,141   9,535,338   10,627,632   953,841   1,118,976   1,060,278 Change in Fair Value for Stock Awards Granted in Prior Years that were Unvested at the End of Fiscal Year   (4,846,683)   10,881,577   1,180,999   (463,118)   781,123   100,365 Change in Fair Value of Stock Awards Granted in Prior Years that Vesting during the Fiscal Year   (237,471)   2,894,477   (1,009,781)   (18,447)   193,214   (56,099) Add: Dividends Paid on Unvested Shares Units for the Fiscal Year   667,731   630,458   505,857   71,132   37,423   47,041 Compensation Actually Paid $6,591,588 $ 27,525,426 $13,751,400 $2,110,635 $3,294,597 $1,961,710 For the fiscal year ending December 31, 2022, the most important financial performance measures used to link compensation actually paid to our NEOs to Company are listed as follows. Important Financial Performance Measurement Return on Assets Return on Equity Total Shareholder Return 61 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS The following graphs compare the compensation tables, narrativesactually paid to our CEO and all related material.”the average of compensation actually paid to our non-CEO NEOs with Total Shareholder Return, Net Income, and Return on Average Equity. Compensation Actually Paid vs. TSR Compensation Actually Paid vs. Net Income    Compensation Actually Paid vs. ROE   Because   62 EAST WEST BANCORP 2023 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS Proposal 3: Advisory Vote on Frequency of Stockholder “Say-on-Pay” PROPOSAL SNAPSHOT What am I voting on? Every six years, stockholders must decide whether advisory votes on executive compensation should be held every one, two or three years. Voting recommendation: FOR holding an advisory vote on executive compensation every “ONE” year. Section 14A of the Securities Exchange Act requires us to submit a non-binding, advisory proposal to stockholders at least once every six years to determine whether advisory votes on executive compensation should be held every one, two or three years. When voting on this proposal, you should indicate your preference as whether our executive compensation should be reviewed by stockholders every “one,” “two,” or “three” years. If you have no preference, you should “Abstain.” The option of one year, two years or three years, which receives the greatest number of votes present in person or by proxy and entitled to vote isat the Annual Meeting, will be deemed to be the recommendation of the stockholders. In 2017, our stockholders voted in accordance with the Board’s recommendation to review and approve executive compensation every year. Accordingly, for the past six years, we have held an advisory “say-on-pay” vote every year. The Board believes holding an advisory “say-on-pay” vote every year has worked well for us, as it will not be binding upon the Board. However,has allowed the Board and the Compensation Committee will consider the vote results when evaluatingopportunity to evaluate individual compensation decisions each year in light of timely, ongoing feedback from stockholders. It is also consistent with our compensation policiesefforts to engage in an ongoing dialogue with stockholders about corporate governance and practices inexecutive compensation. Upon careful consideration, the future. Currently, we expectBoard of Directors recommends that stockholders continue to hold an advisory vote on executive compensation every year. As this is a non-binding, advisory vote, the compensation paidresult will not be binding on us. However, we value your opinion on this matter and will take the result of this non-binding, advisory vote into account when making a determination as to the frequency of future say-on-pay votes. Proposal 4: Ratification of Auditors PROPOSAL SNAPSHOT What am I voting on? Stockholders are being asked to ratify the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, as a matter of good corporate governance, the Board submits its selection of the independent registered public accounting firm to our NEOs each year and expect thatstockholders for ratification. If the next such votestockholders should not ratify the appointment of KPMG LLP, the Audit Committee will occur at our annual stockholder meeting next year in 2021.reconsider the appointment. 58   RATIFICATION OF AUDITORS 63 EAST WEST BANCORP 2023 PROXY STATEMENT Proposal 3: Ratification of Auditors Proposal Snapshot ·What am I voting on?RATIFICATION OF AUDITORS Stockholders are being asked to ratify the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, as a matter of good corporate governance, the Board submits its selection of the independent registered public accounting firm to our stockholders for ratification. If the stockholders should not ratify the appointment of KPMG LLP, the Audit Committee will reconsider the appointment. ·Voting recommendation: FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.   Voting recommendation: FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. KPMG LLP has been approved by the Audit Committee of the Company to be the independent registered public accounting firm of the Company for the 2020 fiscal2023 year. The stockholders are being asked to ratify the selection of KPMG LLP. KPMG LLP has served as our independent registered public accounting firm since 2009. If the stockholders do not ratify suchselection by the affirmative vote of a majorityof the votes cast,present and entitled to vote, the Audit Committee will reconsider its selection. Under applicable SEC regulations, the selection of the independent registered public accounting firm is solely the responsibility of the Audit Committee.   Representatives from the firm of KPMG LLP will be present at the Annual Meeting to respond to stockholders’ questions and will be given the opportunity to make a statement if they desire to do so.   Audit Fees, Audit Related Fees, Tax Fees and All Other Fees   The following is a description of the fees earned by KPMG LLP and other member firms for services rendered to the Company for the years ended December 31, 20192022 and December 31, 2018.2021.       2019   2018 Audit Fees(1)   $ 3,381,506     $ 3,033,772   Audit-Related Fees(2)     35,142       36,453   Tax Fees(3)     7,660       8,090   All Other Fees(4)     -       29,091       $ 3,424,307     $ 3,107,405     2022 2021 Audit Fees1 $3,061,241 $2,692,124 Audit-Related Fees2 48,258 61,224 Tax Fees3 32,031 8,336 All Other Fees - -   $3,141,530 $2,761,684   (1)1. Audit fees relate to the integrated audit of the Company’s consolidated financial statements, internal control over financial reporting, the review of the Company’s interim consolidated financial statements, and other audits provided in connection with regulatory filings provided by KPMG LLP. Also includesAudit fees also include the statutory audit for East West Bank (China) Limited provided by KPMG China. (2)2. Audit-related fees consist of fees for certain professional services provided by KPMG Hong Kong in connection with the review of regulatory filings for East West Bank’s Hong Kong branch. 3. (3) IncludesTax fees include tax compliance fees for East West Bank (China) Limited provided by KPMG China.China and tax consulting services by KPMG LLP. (4) For 2018, all other fees included fees for continuing professional education services.   59 Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm   Consistent with SEC rules regarding auditor independence, the Audit Committee is responsible for appointing, setting fees for and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility and in accordance with the Exchange Act, it is the policy of the Audit Committee to pre-approve all permissible services provided by our independent registered public accounting firm, except for minor audit-related engagements which in the aggregate do not exceed 5% of the total fees we pay to our independent registered public accounting firm during the fiscal year in which the services were provided. All of the services listed above for 2022 were approved by the Audit Committee prior to the service being rendered as described in the operating procedures below.   Each year, prior to engaging our independent registered public accounting firm, management submits to the Audit Committee for approval a list of services expected to be provided during that fiscal year within each of the three 64 EAST WEST BANCORP 2023 PROXY STATEMENT RATIFICATION OF AUDITORS categories of services described below, as well as related estimated fees, which are generally based on time and materials. Audit services include audit work performed on the financial statements, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters and discussions surrounding the proper application of financial accounting and/or reporting standards.   Audit-related services include assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, statutory audits, employee benefit plan audits and special procedures required to meet certain regulatory requirements.   Tax services include compliance and other non-advisory services performed by the independent registered public accounting firm when it is most efficient and effective to use such firm as the tax service provider.   As appropriate, the Audit Committee then pre-approves the services and the related estimated fees. The Audit Committee requires our independent registered public accounting firm and management to report actual fees versus the estimate periodically throughout the year by category of service. During the year, circumstances may arise when it becomes necessary to engage our independent registered public accounting firm for additional services not contemplated in the initial annual proposal. In those instances, the Audit Committee pre-approves the additional services and related fees before engaging our independent registered public accounting firm to provide the additional services.   Report by Audit Committee The following Report by Audit Committee is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or the liabilities of Section 18 of the Exchange Act and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by the Company under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates this Report by Audit Committee by reference therein.   The Audit Committee operates pursuant to a written charter most recently adopted by the Company’s Board on March 3, 2020.28, 2023. The Company’s Audit Committee Charter is available through the Company’s website at www.eastwestbank.comwww.eastwestbank.com/investors by clicking onInvestor Relations — Corporate Information — Committee Charting. The Audit Committee held fivesix meetings during the fiscal year ended December 31, 2019.2022. These meetings were attended by all members of the Audit Committee. The meetings of the Audit Committee are designed to facilitate and encourage communication among the Audit Committee, the Company, the Company’s internal audit function and the Company’s independent registered public accounting firm.   The Audit Committee recognizes the importance of maintaining the independence of the Company’s independent registered public accounting firm, both in fact and appearance. Each year, the Audit Committee evaluates the qualifications, performance and independence of the Company’s independent registered public accounting firm and determines whether to re-engage the current independent registered public accounting firm. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the independent registered public accounting firm, and the independent registered public accounting firm’s capabilities, technical expertise and knowledge of the Company’s operations and industry. Based on this evaluation, the Audit Committee has retained KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year.year 2023. The members of the Audit Committee and the Board believe that, due to KPMG LLP’s knowledge of the Company and of the industries in which the Company operates, including significant matters in audit, it is in the best interests of the Company and its shareholdersstockholders to continue retention of KPMG LLP to serve as the Company’s independent registered public accounting firm. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, the Audit Committee will continue to recommend that the Board ask the shareholders,stockholders, at the Annual Meeting, to ratify the appointment of the independent registered public accounting firm.   65 EAST WEST BANCORP 2023 PROXY STATEMENT RATIFICATION OF AUDITORS Management is responsible for the financial reporting process, the system of internal controls, including internal control over financial reporting, risk management and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. KPMG LLP, the Company’s independent registered public accounting firm, is responsible for the integrated audit of the consolidated financial statements and internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes and procedures. The members of the Audit Committee currently are not professionally engaged in the practice of accounting or auditing. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management regarding the effectiveness of internal control over financial reporting, that the financial statements have been prepared with integrity and objectivity and that such financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. The Audit Committee also relies on the opinions of the Company’s independent registered public accounting firm of the consolidated financial statements and the effectiveness of internal control over financial reporting. In performing its function, the Audit Committee has among other tasks:   › · reviewedReviewed and discussed the audited financial statements and the quarterly financial reports of the Company as of end of each quarter and for the year ended December 31, 20192022 with management and with the independent registered public accounting firm;KPMG; › · discussed Discussed with the Company’s independent registered public accounting firmKPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC;SEC, as well as other matters including the scope of the audit, the Company’s significant accounting policies, new accounting pronouncements and the critical audit matter addressed during the audit; and › Met with KPMG with and without management to discuss the results of their examinations and their observations and recommendations regarding the quality and adequacy of the Company’s internal controls; › · received Received from the independent registered public accounting firmKPMG written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committeeAudit Committee concerning independence, and discussed, with KPMG, their independence; and › Reviewed and approved the independent registered public accounting firm,amount of fees paid to KPMG for audit, audit-related and tax compliance and other services and concluded that the provision of services by them did not impair their independence. Based on the foregoing review and discussions, and subject to the limitations on the Audit Committee’s role and responsibilities described above and in the Audit Committee charter, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2019,2022 for filing with the SEC. THE AUDIT COMMITTEE Lester Sussman, Chairman Molly Campbell Rudolph I. Estrada Paul H. Irving   OTHER INFORMATION    66 EAST WEST BANCORP 2023 PROXY STATEMENT STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND MANAGEMENT Stock Ownership of Principal Stockholders, Directors, and Management   The following table presents the beneficial ownership of the Company’s Common Stockcommon stock as of March 31, 2020,2023, by (i) each person or entity known to the Company to beneficially own more than 5% of the outstanding common stock (or have the right to acquire within 60 days), (ii) the directors and director nominees, (iii) Named Executive Officers, and (iv) all directors and executives,executive officers, as a group:   Name and Address of Beneficial Owner   Common Stock Number of Shares Beneficially Owned   Percent of Class 5% Holders                 BlackRock, Inc.(1)     16,661,376       11.4 % 55 East 52nd Street                 New York, NY 10055                 The Vanguard Group, Inc.(2)     13,546,423       9.3 % 100 Vanguard Boulevard                 Malvern, PA 19355                 Directors and Named Executive Officers(3)                 Molly Campbell     8,258       *   Iris S. Chan     26,932       *   Archana Deskus     1,893       *   Rudolph I. Estrada(4)     16,078       *   Paul H. Irving     30,268       *   Douglas P. Krause     69,969       *   Herman Y. Li     25,789       *   Jack C. Liu     21,472       *   Dominic Ng(5)     672,232       *   Irene H. Oh     68,676       *   Lester M. Sussman     13,677       *   Andy Yen     61,970       *   Catherine Zhou     2,512       *   All Directors and Executive Officers, as a group (13 persons)     1,017,833       *   Name and Address of Beneficial Owner Common Stock Number of Shares Beneficially Owned Percent of Class The Vanguard Group1 100 Vanguard Boulevard Malvern, PA 19355   14,665,380   10.40% BlackRock, Inc.2 55 East 52nd Street New York, NY 10055   13,021,208   9.2% Capital International Investors3 333 South Hope Street, 55th Fl. Los Angeles, CA 90071   12,372,131   8.8% Directors and Named Executive Officers4 Manuel P. Alvarez *2,695 * Molly Campbell 13,193 * Archana Deskus 8,193 * Serge Dumont 2,006 * Rudolph I. Estrada5 18,957 * Paul H. Irving 36,568 * Sabrina Kay 2,006 * Douglas P. Krause 93,109 * Jack C. Liu 17,136 * Dominic Ng6 937,852 * Irene H. Oh 127,215 * Parker L. Shi 0 * Lester M. Sussman 19,577 * Gary Teo 11,405 * All Directors and Executive Officers, as a group (14 persons) 1,289,912 * * Less than 1%. 1. (1) Represents shares of the Company’s common stock beneficially owned as of December 31, 2019,2022, based on the Schedule 13G/A filed by The Vanguard Group on February 9, 2023. According to the Schedule 13G/A, Vanguard Group has shared voting power with respect to 53,673 shares, sole dispositive power with respect to 14,471,823 shares and shared dispositive power with respect to 193,557 shares of the Company’s common stock. 2. Represents shares of the Company’s common stock beneficially owned as of December 31, 2022, based on the Schedule 13G/A filed by BlackRock, Inc. on February 4, 2020.January 24, 2021. According to the Schedule 13G/A, BlackRock, Inc. has sole voting power with respect to 15,399,24012,587,808 shares and sole dispositive power with respect to 16,661,37613,021,208 shares of the Company’s common stock. 3. (2) Represents shares of the Company’s common stock beneficially owned as of December 31, 2019,2022, based on the Schedule 13G/A filed by The Vanguard Group, Inc.Capital International Investors on February 12, 2020.13, 2023. According to the Schedule 13G/A, Vanguard Group, Inc.Capital International Investors has sole voting power with respect to 103,68712,372,131 shares shared voting power with respect to 39,336 shares,and sole dispositive power with respect to 13,418,274 shares and shared dispositive power with respect to 128,14912,372,131 shares of the Company’s common stock. 4. (3) Excludes time-based orand performance-based restricted stock units (“RSUs”) that were not vested as of March 31, 2020.2023. There were no time-based or performance-based RSUs that are expected to vest within 60 days from March 31, 2020.2023. 5. (4) 167601 of these shares are held in three trusts, for the benefit of family members, for which Mr. Estrada has voting and investment power. 6. (5) 53,000 of these shares are held in two trusts, for the benefit of family members, for which Mr. Ng has voting and investment power. 67 EAST WEST BANCORP 2023 PROXY STATEMENT QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING   Questions and Answers about the Annual Meeting and Voting The information provided in the “question and answer” format below is for your convenience only and does not contain all of the information you should consider before voting. You should read this entire Proxy Statement carefully before voting. Important notice regarding availability of proxy materials for the Annual Meeting to be held on May 23, 2023 Pursuant to the SEC rules related to the availability of proxy materials, the Company has made its Proxy Statement and Annual Report on Form 10-K available at www.envisionreports.com/EWBC. 62 When is the virtual Annual Meeting and what are the procedures for attending and participating virtually at the Annual Meeting? DATE AND TIME Tuesday, May 23, 2023, at 2:00 p.m., Pacific Time   RECORD DATE March 31, 2023   PLACE Virtual Annual Meeting Link: www.meetnow.global/MKAYVNG We are holding the Annal Meeting in a virtual-only meeting format. If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually. Please follow the instructions on the notice or proxy card that you received. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting. To register to attend the Annual Meeting, you must submit proof of your proxy power (legal proxy) reflecting your East West Bancorp, Inc. holdings along with your name and email address to Computershare at legalproxy@computershare.com or by mail to P.O. Box 43001, Providence, RI 02940-3001. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 18, 2023. If you choose to vote during the virtual Annual Meeting, you will need the 15-digit control number appearing on the Notice of Internet Availability or proxy card distributed to you. If you want to vote shares that you hold in street name during the virtual Annual Meeting, a control number must be obtained in advance to vote during the meeting or to submit questions during the meeting. To obtain a control number, beneficial stockholders must submit proof of their legal proxy issued by their broker, bank, or other nominee that holds their shares by sending a copy of the legal proxy, along with their name and email address, to Computershare via email at legalproxy@computershare.com or by mail to P.O. Box 43001, Providence, RI 02940-3001. Requests for a control number must be labeled as “Legal Proxy” and be received by Computershare no later than 5:00 p.m., Eastern Time, on May 18, 2023. The Annual Meeting will include a question and answer session. Questions may be submitted during the Annual Meeting through the virtual meeting website, www.meetnow.global/MKAYVNG. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition and allow time for additional topics. We encourage stockholders to log in to the virtual meeting website and access the webcast early, beginning approximately 15 minutes before the Annual Meeting’s 2:00 p.m. (Pacific Time) start time. If you experience technical difficulties, please contact the technical support telephone number posted on www.meetnow.global/MKAYVNG. 68 EAST WEST BANCORP 2023 PROXY STATEMENT QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING     Proposals of Stockholders Whether or not you choose to participate in the Annual Meeting, it is important that your shares be part of the voting process. In addition, even if you plan to attend the Annual Meeting, we encourage you to return your proxy card or provide your bank, broker or other institution with voting instructions, before the Annual Meeting in order to ensure that your shares are represented. What matters am I voting on?   YOU WILL BE VOTING ON: › The election of ten directors to hold office until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified; › A non-binding advisory vote to approve the compensation paid to our Named Executive Officers for 2022, as described in this Proxy Statement; › A non-binding advisory vote to approve the frequency of future advisory votes on executive compensation; › A proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023; and › Any other business that may properly come before the Annual Meeting. How does the Board recommend I vote on these proposals? THE BOARD UNANIMOUSLY RECOMMENDS A VOTE: › FOR the election of the ten nominees as directors; › FOR the approval, on a non-binding, advisory basis, of the compensation paid to our Named Executive Officers for 2022; › FOR the approval, on a non-binding, advisory basis, of holding an advisory vote on executive compensation every “ONE” year; and › FOR the ratification of the appointment of KPMG LLP to serve as our independent registered public accounting firm for the year ending December 31, 2023. Who is entitled to vote? Holders of our common stock as of the close of business on the Record Date may vote at the Annual Meeting. As of the Record Date, we had 141,395,435 shares of common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of common stock held on the Record Date. We do not have cumulative voting rights for the election of directors. › Stockholders of Record. If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and this Proxy Statement was provided to you directly by us. As the stockholder of record, you have the right to delegate your voting directly to the individuals listed on the proxy card or to vote in person at the virtual Annual Meeting. › Beneficial Owner: Street Name Stockholders. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, or a street name stockholder, and this Proxy Statement was forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, because beneficial owners are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker’s, bank’s or other nominee’s procedures for obtaining a legal proxy giving you the right to vote your shares at the Annual Meeting. 69 EAST WEST BANCORP 2023 PROXY STATEMENT QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING How do I vote? If you are a stockholder of record, you may: › Instruct the proxy holder or holders on how to vote your shares by using the internet voting site at www. envisionreports.com/EWBC or the toll-free telephone number 1-800-652-VOTE (8683), 24-hours a day, seven days a week, until 2:00 p.m. Pacific Time on May 23, 2023 (have your proxy card in hand when you visit the website or call); › Instruct the proxy holder or holders on how to vote your shares by completing and mailing your proxy card to the address indicated on your proxy card (if you received printed proxy materials), which must be received by the time of the Annual Meeting; or › Vote by ballot at the virtual Annual Meeting. If you are a street name stockholder, you will receive instructions from your broker, bank or other nominee. The instructions from your broker, bank or other nominee will indicate the various methods by which you may vote, including whether internet or telephone voting is available. › Brokerage firms and other intermediaries holding shares in street name for their customers are generally required to vote those shares in the manner directed by their customers. A “Broker Non-Vote” occurs when the entity holding shares in street name has not received voting instructions from the beneficial owner and either chooses not to vote those shares on a routine matter at the stockholders meeting or is not permitted to vote those shares on a non-routine matter. › The only “routine” matter to be decided at the Annual Meeting is the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023 (Proposal 4). › Absent timely direction from you, your broker will not have discretion to vote on the other matters submitted for a vote at the Annual Meeting, which are the election of directors and the non-binding advisory votes to approve our executive compensation for 2022 and on the frequency of future advisory votes on executive compensation, as they are “non-routine” matters. › A “Broker Non-Vote” does not have an effect on the outcome of any proposal. It is important, therefore, that you provide instructions to your broker, bank, trust company or other nominee so that your vote with respect to the proposals is counted. Can I change or revoke my vote? Yes. Subject to any rules that your broker, bank or other nominee may have, you can change your vote or revoke your proxy before the Annual Meeting. If you are stockholder of record, you may change your vote by: › Entering a new vote via internet or telephone by 2:00 p.m. Pacific Time on May 23, 2023; or › Returning a later-dated proxy card which must be received by the time of the Annual Meeting; or › Completing a ballot in person via webcast at the virtual Annual Meeting. If you are a stockholder of record, you may revoke your proxy by providing our Corporate Secretary with a written notice of revocation prior to your shares being voted at the Annual Meeting. The written notice of revocation may be hand delivered to the Company’s Corporate Secretary or mailed to and received by East West Bancorp at 135 N. Los Robles Ave., 7th Floor, Pasadena, California 91101, Attention: Corporate Secretary. 70 EAST WEST BANCORP 2023 PROXY STATEMENT QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING If you are a street name stockholder, you may change your vote by: › Submitting new voting instructions to your broker, bank or other nominee pursuant to instructions provided by your broker, bank or other nominee; or › Completing a ballot at the virtual Annual Meeting, provided you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote the shares. If you are a street name stockholder, you must contact your broker, bank or other nominee that holds your shares to find out how to revoke your proxy. What is the effect of giving a proxy? The persons named in the proxy cards have been designated as proxy holders. When proxy cards are properly dated, executed and returned, the shares represented by those proxy cards 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 the Board as described above. If any matter not described in this 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. 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. Assuming the presence of a quorum, how many votes are needed for approval of each proposal? Proposal Vote Required Effect of “Abstain” Vote Proposal 1 — Election of Directors Each director nominee must be elected by a vote of the majority of the votes cast, which means that the number of votes cast “FOR” a nominee’s election exceeds the number of votes cast “AGAINST” that nominee No effect Proposal 2 — Advisory Vote to Approve Executive Compensation   Proposal 4 — Ratification of Auditors Each of Proposal 2 and Proposal 4 is approved if “FOR” votes are cast by the majority of the shares present, in person or by proxy, and entitled to vote on such proposal Same effect as “AGAINST” Proposal 3 – Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation The option of one year, two years or three years, which receives the greatest number of votes present in person or by proxy and entitled to vote at the Annual Meeting, will be deemed to be the recommendation of the stockholders No effect 71 EAST WEST BANCORP 2023 PROXY STATEMENT QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING What happens if a director nominee does not receive a majority vote? In an uncontested election, any director nominee who receives a greater number of “AGAINST” votes than votes “FOR” the nominee’s election shall immediately tender to the Board his or her offer to resign from the Board. The Board, after taking into consideration the recommendation of the Nominating/Corporate Governance Committee, will determine whether or not to accept the resignation of any nominee for director who receives a greater number of “AGAINST” votes than votes “FOR” the nominee’s election. In the event of a contested election, the director nominees who receive the largest number of votes cast “FOR” their election will be elected as directors. How are proxies solicited for the Annual Meeting? Who pays for the solicitation? Proxies are solicited by and on behalf of the Board. 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. We have retained Georgeson LLC to assist in the distribution and solicitation of proxies. Georgeson LLC may solicit proxies by personal interview, telephone, fax, mail and email. We expect that the fee for these services will not exceed $12,000, plus reimbursement of customary out-of-pocket expenses. 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. I share an address with another stockholder, and we received multiple copies of the proxy materials. How can we obtain a single copy of the proxy materials? Stockholders who share an address and receive multiple copies of our proxy materials can request to receive a single copy in the future. To receive a single copy of the proxy materials, stockholders may contact us at: Stockholders who hold shares in street name may contact their broker, bank, or other nominee to request information about “householding” (providing one copy of this Proxy Statement for all stockholders residing at one address). In some cases, stockholders who hold their shares in street name and who share the same surname and address may receive only one copy of the proxy materials. If you would like to have a separate copy of the proxy materials mailed to you or receive separate copies of future mailings, please submit your request to your broker, bank or other nominee. We will deliver such additional copies promptly upon receipt of such request. 72 EAST WEST BANCORP 2023 PROXY STATEMENT OTHER INFORMATION 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 after final results become available. Other Information PROPOSALS OF STOCKHOLDERS Proposals of stockholders intended to be included in the proxy materials for the 20212024 annual meeting of stockholders must be received by the Secretary of East West Bancorp, Inc. at 135 N. Los Robles Avenue, 7th Floor, Pasadena, California 91101 by December 14, 202012, 2023 (120 calendar days prior to the anniversary of this year’s April 13, 202010, 2023 mailing date). Under Rule 14a-8 adopted by the SEC under the Exchange Act, proposals of stockholders must conform to certain requirements as to form and may be omitted from thethis Proxy Statement and proxy under certain circumstances. In order to avoid unnecessary expenditures of time and money by stockholders and by the Company, stockholders are urged to review this rule and, if questions arise, to consult legal counsel prior to submitting a proposal. SEC rules also establish a different deadlineIn addition, the Company’s Bylaws provide that for submission of stockholder proposals that are not intendedand director nominations (other than under our proxy access bylaw) to be includedbrought properly before an annual meeting by a stockholder, the notice must be made in writing, contain the information required by our Bylaws regarding the stockholder and the director nominee and be delivered to the Secretary of the Company at the Company’s Proxy Statement with respectprincipal executive offices. Notice must be provided not less than 90 calendar days or more than 120 calendar days prior to discretionary voting (the “Discretionary Vote Deadline”). The Discretionary Vote Deadlinethe anniversary of the previous year’s annual meeting. If the meeting will be held more than 30 calendar days before or 60 calendar days after the anniversary date of the prior year’s annual meeting, notice must be delivered no more than 120 calendar days prior to the annual meeting and not later than the later of the 90th calendar day prior to the annual meeting and the 10th calendar day following the date of the initial public announcement of the date of such meeting. Accordingly, a stockholder proposal or director nomination (other than under our proxy access bylaw) for the 2021our 2024 annual meeting of stockholders ismust be submitted no earlier than February 27, 2021 (4523, 2024 and no later than January 24, 2024. For director nominations using our proxy access bylaw, the notice 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 120 calendar days or more than 150 calendar days prior to the anniversary of the mailing date of this Proxy Statement). If a stockholder gives noticethe prior year’s proxy statement regarding the nomination, the nominee and the person making the nomination, including proof of such a proposal after the Discretionary Vote Deadline, Proxy holders will be allowed to use their discretionary voting authority to vote againstrequired number of shares held by the stockholder proposal without discussion when and if the proposal is raised at the 2021or group. Accordingly, a proxy access nomination for our 2024 annual meeting of stockholders. stockholders must be submitted no earlier than November 12, 2023 and no later than December 12, 2023. The Company has not been notified by anyCompany’s Bylaws require the stockholder of his or her intentnotice to present aset forth certain information as to the matter the stockholder proposal from the floor at the Annual Meeting. The enclosed Proxy grants the Proxy holders discretionary authorityproposes to vote on any matter properly broughtbring before the Annual Meeting.annual meeting.   ANNUAL REPORT ON FORM 10-K Our Annual Report on Form 10-K Our financial statements for the fiscal year ended December 31, 2019 are included in our Annual Report on Form 10-K, which was filed with the SEC and which we will make available to stockholders at the same time as this Proxy Statement. Our annual report and this Proxy Statement are posted on our website at www.eastwestbank.com and are available from the SEC at its website atwww.sec.gov. www.sec.gov. You may also obtain a copy of our annual reportAnnual Report and any exhibits thereto without charge by sending a written request to Investor Relations, East West Bancorp, Inc., 135 N. Los Robles Avenue, 7th Floor, Pasadena, California 91101. The Company’s Annual Report on Form 10-K will be mailed to all stockholders. The Annual Report on Form 10-K includes financial statements required to be filed with the SEC pursuant to the Exchange Act for the fiscal year ended December 31, 2019,2022, and the report thereon of KPMG LLP, the Company’sour independent registered public accounting firm. Other Business Management knows of no business, which will be presented for consideration at the Annual Meeting other than as stated in the Notice of Meeting. If, however, other matters are properly brought before the Annual Meeting, it is the intention of the Proxy holders to vote the shares represented thereby on such matters in accordance with the recommendation of the Board and authority to do so is included in the Proxy. EAST WEST BANCORP, INC. DOUGLAS P. KRAUSE Corporate Secretary Pasadena, California April 3, 2020   63 73 EAST WEST BANCORP 2023 PROXY STATEMENT     01 - Molly Campbell 04 - Rudolph I. Estrada 07 - Dominic Ng 02 - Iris S. Chan 05 - Paul H. Irving 08 - Lester M. Sussman 03 - Archana Deskus 06 - Jack C. Liu For Against Abstain For Against Abstain For Against Abstain 1 U P X East West Bancorp, Inc. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 038UUC + + Proposals — The Board of Directors recommend a vote FOR A all the nominees listed and FOR Proposals 2 and 3. 2. To approve, on an advisory basis, our executive compensation for 2019. 3. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. 1. To elect eight directors to serve until the next annual meeting of stockholders and to serve until their successors are elected and qualified: For Against Abstain Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. If the signer is a corporation, partnership or other entity, please sign full entity name by authorized officer, giving full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. 4. To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q 2020 Annual Meeting Proxy Card For Against Abstain You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/EWBC or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Votes submitted electronically must be received by May 18, 2020 at 11:59 p.m., ET Your vote matters – here’s how to vote! Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/EWBC IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.     Annual Meeting of Stockholders – Tuesday, May 19, 2020 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY The undersigned stockholder(s) of East West Bancorp, Inc. (the “Company”) hereby nominates, constitutes and appoints Irene Oh and Douglas P. Krause, and each of them, the attorney, agent and proxy of the undersigned, with full power of substitution, to vote all stock of the Company which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company (the “Meeting”) to be held at 135 N. Los Robles Ave., 6th Floor, Pasadena, California at 2:00 p.m., Pacific Time, on Tuesday, May 19, 2020, and any postponement or adjournments thereof, as fully and with the same force and effect as the undersigned might or could do if personally present thereat, as follows and, in their discretion, to vote and act upon such other business as may properly come before the Meeting: THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 (ELECTION OF DIRECTORS); “FOR” PROPOSAL 2 (ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION); “FOR” PROPOSAL 3 (RATIFICATION OF AUDITORS). IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED BY THE PROXY HOLDERS IN THEIR DISCRETION IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD OF DIRECTORS. THE UNDERSIGNED HEREBY RATIFIES AND CONFIRMS ALL THAT SAID ATTORNEYS AND PROXYHOLDERS, OR EITHER OF THEM, OR THEIR SUBSTITUTES, SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF, AND HEREBY REVOKES ANY AND ALL PROXIES HERETOFORE GIVEN BY THE UNDERSIGNED TO VOTE AT THE MEETING. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING AND THE PROXY STATEMENT ACCOMPANYING SAID NOTICE. (Continued and to be marked, dated and signed, on the other side) REVOCABLE PROXY - EAST WEST BANCORP, INC. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q C Non-Voting Items + + Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/EWBC IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.   01 - Molly Campbell 04 - Rudolph I. Estrada 07 - Dominic Ng 02 - Iris S. Chan 05 - Paul H. Irving 08 - Lester M. Sussman 03 - Archana Deskus 06 - Jack C. Liu For Against Abstain For Against Abstain For Against Abstain 1 U P X East West Bancorp, Inc. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 038UVC + + Proposals — The Board of Directors recommend a vote FOR A all the nominees listed and FOR Proposals 2 and 3. 2. To approve, on an advisory basis, our executive compensation for 2019. 3. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. 1. To elect eight directors to serve until the next annual meeting of stockholders and to serve until their successors are elected and qualified: For Against Abstain Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. If the signer is a corporation, partnership or other entity, please sign full entity name by authorized officer, giving full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. 4. To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q 2020 Annual Meeting Proxy Card For Against Abstain     Annual Meeting of Stockholders – Tuesday, May 19, 2020 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY The undersigned stockholder(s) of East West Bancorp, Inc. (the “Company”) hereby nominates, constitutes and appoints Irene Oh and Douglas P. Krause, and each of them, the attorney, agent and proxy of the undersigned, with full power of substitution, to vote all stock of the Company which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company (the “Meeting”) to be held at 135 N. Los Robles Ave., 6th Floor, Pasadena, California at 2:00 p.m., Pacific Time, on Tuesday, May 19, 2020, and any postponement or adjournments thereof, as fully and with the same force and effect as the undersigned might or could do if personally present thereat, as follows and, in their discretion, to vote and act upon such other business as may properly come before the Meeting: THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 (ELECTION OF DIRECTORS); “FOR” PROPOSAL 2 (ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION); “FOR” PROPOSAL 3 (RATIFICATION OF AUDITORS). IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED BY THE PROXY HOLDERS IN THEIR DISCRETION IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD OF DIRECTORS. THE UNDERSIGNED HEREBY RATIFIES AND CONFIRMS ALL THAT SAID ATTORNEYS AND PROXYHOLDERS, OR EITHER OF THEM, OR THEIR SUBSTITUTES, SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF, AND HEREBY REVOKES ANY AND ALL PROXIES HERETOFORE GIVEN BY THE UNDERSIGNED TO VOTE AT THE MEETING. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF MEETING AND THE PROXY STATEMENT ACCOMPANYING SAID NOTICE. (Continued and to be marked, dated and signed, on the other side) REVOCABLE PROXY - EAST WEST BANCORP, INC. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q   Step 1: Go to www.envisionreports.com/EWBC. Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. www.envisionreports.com/EWBC Online Go to www.envisionreports.com/EWBC or scan the QR code — login details are located in the shaded bar below. East West Bancorp, Inc. Stockholder Meeting Notice 038VTC + + Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders of East West Bancorp, Inc. to be Held on May 19, 2020 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual meeting of stockholders, including the Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2019, are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 are available at: Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before May 9, 2020 to facilitate timely delivery. 2 N O T Easy Online Access — View your proxy materials and vote. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Votes submitted electronically must be received by May 18, 2020 at 11:59 p.m., ET Step 4: Make your selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares.      Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials. — Internet – Go to www.envisionreports.com/EWBC. Click Cast Your Vote or Request Materials. — Phone – Call us free of charge at 1-866-641-4276. — Email – Send an email to investorvote@computershare.com with “Proxy Materials East West Bancorp, Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by May 9, 2020. East West Bancorp, Inc.’s Annual Meeting of Stockholders will be held on May 19, 2020 at 135 N. Los Robles Ave., 6th Floor, Pasadena, California, at 2:00 p.m. Pacific Time. Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 3: 1. To elect eight directors to serve until the next annual meeting of stockholders and to serve until their successors are elected and qualified: 01 - Molly Campbell 02 - Iris S. Chan 03 - Archana Deskus 04 - Rudolph I. Estrada 05 - Paul H. Irving 06 - Jack C. Liu 07 - Dominic Ng 08 - Lester M. Sussman 2. To approve, on an advisory basis, our executive compensation for 2019. 3. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. 4. To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting. PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. Annual Stockholder Meeting Notice       0001069157 3 2022-01-01 2022-12-31