UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
EAST WEST BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act rules 14a6(i)(1) and 0-11
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2022 PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
2024 PROXY STATEMENT |
Notice of Annual Meeting of Stockholders
DATE AND TIME Friday, May | |||||
RECORD DATE April 1, 2024 | PLACE Virtual Annual Meeting Link:
meetnow.global/MND94XQ |
We are holding the 2024 Annual Meeting of Stockholders of East West Bancorp, Inc. (the “Annual Meeting”) in a virtual-only meeting format. To participate in the Annual Meeting, please review the information included on your Notice of Internet Availability of Proxy Materials, on your proxy card or the instructions that accompanied your proxy materials.
ITEMS OF BUSINESS
Elect | |
2. | Approve, on 2023. |
3. | Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. |
4. | Transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting. |
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RECORD DATE
Stockholders of record of East West Bancorp, Inc. common shares at the close of business on April 1, 2024 are entitled to receive notice of and to vote at the Annual Meeting and any postponement or adjournment thereof.
DELIVERY OF PROXY MATERIALS
On or about April 11, 2024, we began mailing to our stockholders of record a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review this Proxy Statement and our 2023 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”), how to vote, instructions on how to participate in the Annual Meeting and how to request a printed copy of our proxy materials. Our Proxy Statement and 2023 Annual Report are also available at: www.envisionreports.com/ EWBC.
VOTING
We urge you to submit your proxy promptly whether or not you plan to attend the Annual Meeting. You may vote by telephone, online, or by mailing your signed proxy card in the enclosed return envelope if the Proxy Statement was mailed to you. For more information on the virtual Annual Meeting, please refer to the “Questions and Answers About the Annual Meeting and Voting” section of the Proxy Statement beginning on page 70.
By order of the Board of Directors,
Lisa L. Kim
Corporate Secretary
Pasadena, California | April 11, 2024
EAST WEST BANCORP 2024 Proxy Statement 2
Table of Contents
TABLE OF CONTENTS
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EAST WEST BANCORP 2024 Proxy Statement 3
Table of Contents
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EAST WEST BANCORP 2024 Proxy Statement 4
2024 PROXY STATEMENT This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding our Annual Meeting of Stockholders DATE AND TIME Friday, May 24, 2024, at RECORD DATE April 1, 2024 PLACE Virtual Annual Meeting Link: meetnow.global/MND94XQ This Proxy Statement and the accompanying proxy card are furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of East West Bancorp, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”) for use at the On or around April Summary of Proposals for 20212023 financial performance, please review our 2023 Annual Report (the “2023 Annual Report”), which includes our Annual Report on Form 10-K for the year ended December 31, 2021 (“Annual2023 (the “Annual Report on Form 10-K”).Date and Time: Thursday, May 26, 2022, at 2:00 p.m., Pacific Time
2:00 p.m., Pacific Time Record Date: April 1, 2022 Place: Virtual Annual Meeting Link: www.meetnow.global/M2GTZK92022 annual meeting2024 Annual Meeting of stockholdersStockholders to be held on May 26, 2022,24, 2024, and any postponements, adjournments, or continuations thereof (the “Annual Meeting”). The mailing address of our principal executive office is 135 N. Los Robles Avenue, 7th7th Floor, Pasadena, California 91101.13, 2022,11, 2024, we began sending to our common stockholders of record as of the record dateApril 1, 2024 (the “Record Date”) a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”). The Notice of Internet Availability includes instructions on how to access this Proxy Statement and the 2023 Annual Report on Form 10-K and how to vote.2022
Proposals for Stockholder Consideration | Board Recommendation |
ELECTION OF DIRECTORS (PAGE 15) — To elect | FOR |
| FOR |
RATIFICATION OF AUDITORS (PAGE 66) — As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of KPMG LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2024. | FOR |
EAST WEST BANCORP 2024 Proxy Statement 5
2024 PROXY STATEMENT |
Voting your Shares
WHO MAY VOTE Common stockholders of record as of the close of business on April 1, 2024. VOTING BY TELEPHONE Follow the instructions on the Notice of Internet Availability or on your proxy card. VOTING ONLINE PRIOR TO MEETING Registered holders can go to www.envisionreports.com/ewbc and follow the instructions. If you hold your shares in street name, please follow the instructions found on your voting instruction form. VOTING BY MAIL Complete, sign, and date the proxy card and return it in the envelope that was provided in the proxy statement mailing package. VOTING DURING THE MEETING 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. 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 21, 2024. |
EAST WEST BANCORP 2024 Proxy Statement 6
COMPANY HIGHLIGHTS |
Our Company at a Glance | ||
East West Bancorp, Inc., with total assets of $69.6 billion as of December 31, 2023, is the publicly-listed parent company of East West Bank (the “Bank”). The Bank opened its doors in 1973 in Los Angeles’ Chinatown, as the first federally chartered savings institution focused primarily on serving the financial needs of Asian Americans. Today, the Company is the largest publicly-traded, independent bank (based on total assets) headquartered in Southern California. Through its network of over 120 banking locations in the U.S. and Asia, the Bank provides a wide range of personal and commercial banking services to businesses and individuals. In addition to offering traditional deposit products that include personal and business checking and savings accounts, money market, and time deposits, the Bank also offers foreign exchange, treasury management, and wealth management services. The Bank’s lending activities include commercial and residential real estate lending, construction finance, commercial business lending, working capital lines of credit, trade finance, letters of credit, affordable housing lending, asset-based lending, asset-backed finance, project finance, equipment financing and loan syndication. Additionally, the Bank offers hedging advisory and various derivative contracts such as interest rate, energy commodity and foreign exchange contracts. In 2023, East West Bank’s performance earned it the #1 performance bank rankings from S&P Global Market Intelligence and Bank Director. East West Bank was also ranked #3 among noncustomers in American Banker’s annual survey of the most reputable large U.S. banks. Unique among U.S.-based regional banks, East West Bank, through its subsidiary, East West Bank (China) Limited, has a commercial business operating license in China, allowing the Bank to open branches, make loans and collect deposits in the country, facilitating our customers’ business transactions between the U.S. and Asia. The Bank continues to develop its international banking presence with its network of overseas branches and representative offices, most recently opening a Singapore representative office in January 2023. Through its branches and offices, the Bank focuses on growing its cross-border client base between the U.S. and Asia, helping U.S.-based businesses expand in Asia, and helping companies based in Asia pursue business opportunities in the U.S. |
EAST WEST BANCORP 2024 Proxy Statement 7
COMPANY HIGHLIGHTS |
2023 Financial Performance
For the full year 2021,2023, the Company achieved record revenue and earnings, which increased 11% and record revenue. Total revenue grew by 13% and3% year-over- year, respectively. The increase in net income grewwas primarily driven by 54% year-over-year.higher revenue, and our profitability reflected a return on assets of 1.71% and return on equity of 17.91% in 2023. Our strong financial performance in 2021 reflected robuststrong net interest income growth, driven by loan growth, net interest margin expansion, and fee income growth, and industry-leading efficiency.low credit costs. For more complete information regarding our 20212023 financial performance, please review our Annual Report on Form 10-K. Highlights of the Company’s strong 20212023 financial performance are provided below.
2021 Financial Performance
EAST WEST BANCORP 2024 Proxy Statement 8
COMPANY HIGHLIGHTS |
Environmental, Social and Governance (“ESG”) Highlights
Highlights of our ESG strategic initiatives and commitments:
LARGEST MINORITY-OPERATED DEPOSITORY INSTITUTION.We are the largest | ||
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employees self-identified as minorities.
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capabilities.
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criteria.
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experiences.
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Spanish.
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EAST WEST BANCORP 2024 Proxy Statement 9
COMPANY HIGHLIGHTS |
Community Highlights
We maintain a culture of giving back to the communities in which we operate. As active volunteers, our associates work alongside numerous local organizations to promote a variety of causes including financial literacy, small business development and first-time home ownership in low-to-moderate income areas. The Bank, through its sponsorship and giving, also actively fosters and supports the arts as a bridge to promote diversity and multi-culturalmulti- cultural understanding. The following are some examples of the Company’s 20212023 community investments and social programs:
COMPANY HIGHLIGHTS |
Diversity and Inclusion
Promoting diversity and inclusion in our workforce and executive leadership is critical to our continued growth and success. Our commitment to diversity is reflected in the composition of our employees. The information below reflects the percentage of the respective populations that self-identified.
As of December 31, 2021:2023:
Workforce
Management
EAST WEST BANCORP 2024 Proxy Statement 11
COMPANY HIGHLIGHTS |
Board Diversity Matrix (as of April 1, 2022)
2024)
Board Size | |||
Total Number of Directors | 9 | ||
Gender: | Male | Female | |
Number of directors based on gender identity | 6 | 3 | |
African American or Black | 0 | 1 | |
Asian | 2 | 2 | |
Hispanic or Latinx | 2 | 0 | |
White | 2 | 0 |
Board Size | 2022 | 2023 | ||
Total Number of Directors | 10 | 11 | ||
Gender | Male | Female | Male | Female |
Number of directors based on gender identity | 7 | 3 | 8 | 3 |
Demographic Background | ||||
African American or Black | 0 | 1 | 0 | 1 |
Asian | 2 | 2 | 2 | 2 |
Hispanic or Latinx | 2 | 0 | 2 | 0 |
White | 3 | 0 | 4 | 0 |
LGBTQ+ | 1 | 0 | 1 | 0 |
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COMPANY HIGHLIGHTS |
Summary Information about Director Nominees
The following table provides summary information about each director nominee and continuing director.
Name | Age | Director Since | Independent | Committee Memberships | Primary Occupation |
Manuel P. Alvarez | 41 | 2022 | R (RE) | Founding Principal of BridgeCounsel Strategies LLC
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Molly Campbell | 61 | 2014 |
| A (FE), C, N | Retired, Former Director of the Port Department of the Port Authority of New York and New Jersey |
Iris S. Chan | 76 | 2010 | B (Chair), R (RE) | CEO of Ameriway | |
Archana Deskus | 56 | 2019 | B, R | Chief Information Officer (“CIO”), PayPal Holdings, Inc.
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Rudolph I. Estrada | 74 | 2005 | Lead Independent Director | A, B, E, R (RE and Chair) | CEO of Estradagy Business Advisors |
Paul H. Irving | 69 | 2010 | A, B, N (Chair) | Senior Fellow of the Milken Institute | |
Jack C. Liu | 63 | 1998 | C (Chair), N | Senior Attorney, Alliance International Law Offices
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Dominic Ng | 63 | 1991 | CEO | E (Chair) | Chairman of the Board and CEO of East West Bancorp, Inc. and East West Bank |
Lester M. Sussman | 67 | 2015 | A (FE and Chair), C, R (RE) | Retired, Deloitte Audit Partner
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Name | Age | Director Since | Independent | Committee Memberships | Primary Occupation |
Manuel P. Alvarez | 43 | 2022 | X | A, R (RE) | Founding Principal, BridgeCounsel Strategies, LLC |
Molly Campbell | 63 | 2014 | X | A (FE), C, N | Infrastructure Advisor, Department of the Treasury, Office of Technical Assistance |
Archana Deskus | 58 | 2019 | X | C, R | Executive Vice President and CTO, PayPal Holdings, Inc. |
Serge Dumont | 64 | 2022 | X | C, N | Vice Chairman, ImpactWayv, Inc. |
Rudolph I. Estrada | 76 | 2005 | Lead Independent Director | A, E, N, R (RE and Chair) | CEO, Estradagy Business Advisors, LLC |
Mark Hutchins | 61 | 2023 | X | A (FE) | Retired Partner, KPMG LLP |
Paul H. Irving | 71 | 2010 | X | A, N (Chair), R | Senior Advisor, Milken Institute |
Sabrina Kay | 61 | 2022 | X | C, N | CEO, Fremont Private Investments |
Jack C. Liu | 65 | 1998 | X | C (Chair), N, R | Senior Attorney, Alliance International Law Offices |
Dominic Ng | 65 | 1991 | CEO | E (Chair) | Chairman of the Board and CEO of East West Bancorp, Inc. and East West Bank |
Lester M. Sussman | 69 | 2015 | X | A (FE and Chair), C, R (RE) | Retired Partner, Deloitte & Touche |
A = Audit Committee; B = BSA/AML & OFAC Compliance Steering Committee; C = Compensation Committee; E = Executive Committee;
N = Nominating/Corporate Governance Committee; R = Risk Oversight Committee
Committee; FE = Audit Committee Financial Expert; RE = Risk Oversight Committee Risk Expert
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EAST WEST BANCORP 2024 Proxy Statement 13
COMPANY HIGHLIGHTS |
Corporate Governance Highlights
Highlights of our corporate governance practices include:
DIRECTOR ELECTION |
› Annual Director Elections | › Majority Voting |
BOARD COMPOSITION |
› Independent Board | › Key Board Committees are Independent |
› Strong Lead Independent Director Position | › Board Diversity |
STOCKHOLDER ENGAGEMENT |
› Annual Say-on-Pay | › No Poison Pill |
› Right to Call Special Meetings | › Stockholder Proxy Access |
DIRECTOR/STOCKHOLDER ALIGNMENT |
› Stock Ownership Guidelines | › No Hedging or Pledging |
PRACTICES AND POLICIES |
› 100% Board Attendance | › Continuing Education for Board Directors |
› Corporate Governance Guidelines | › Regular Board Self-Assessment and |
› Code of Conduct | Management Evaluation |
› Environmental and Social Policy Framework | › Annual Planned and Emergency Succession Planning |
Exercises for Executive Management and the Board |
Executive Compensation Highlights
We measure executive officer performance by evaluating both the achievement of specific financial goals and the long-term performance of the Company. We align the pay and performance of our executive officers to the success of our business and the interests of our stockholders. Our executive compensation practices include the following:
include:
INDEPENDENT REVIEW |
› Independent Compensation Consultant | › Compensation Strategy and Plan |
PRACTICES AND POLICIES |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
› High Proportion of At-Risk Compensation | › Emphasis on Long-Term Incentive Compensation |
› Stockholder Alignment and Engagement | › No “Single Trigger” Change of Control Payments |
› Stock Ownership Contains Holding Period | › “Claw Back” Right |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
Proposal 1: Election of Directors
PROPOSAL SNAPSHOT
What am I voting on?
Stockholders are being asked to elect eleven director nominees for a one-year term. This section includes information about the Board and each director nominee.
Voting recommendation:
FOR the election of each director nominee. We believe the combination of the various qualifications, skills and experiences of the director nominees will contribute to an effective and well-functioning Board. The director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management.
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Board of Directors and Nominees
Our business is managed under the direction of our nine-membereleven-member Board. The Board is nominating the nineeleven director nominees discussed below to serve a one-year term, each of whom is recommended for electionre-election by the Nominating/Corporate Governance Committee.
We seek directors with strong reputation and experience in areas relevant to the strategy and operations of our businesses, particularly industries and growth segments that we serve, as well as key geographic markets where we operate. Each of the nominees for director holds or has held senior leadership and/or executive positions in financial services and/or large, complex organizations, and has operating experience that meets this objective. In these positions, they have also gained experience in core management skills, such as strategic and financial planning, corporate governance, risk management, regulatory oversight, and leadership development.
We also believe that each of the nominees has other key attributes that are important to an effective Board, including: integrity and high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of origin, background, experience, and thought; and the commitment to devote significant time and energy to serve on the Board and its committees. In 2021, all directors attended 100% of all meetings of the Board.
We also believe that each of the nominees has other key attributes that are important to an effective Board, including: › integrity and high ethical standards; › sound judgment and analytical skills; › the ability to engage management and each other in a constructive and collaborative fashion; and › the commitment to devote significant time and energy to serve on the Board and its committees. In 2023, all directors attended 100% of regularly scheduled meetings of the Board. |
The proposed nominees collectively bring a wide range of experience to the Board with a focus on our core business of being a financial bridge between the United StatesU.S. and Asia. In addition, the proposedThe nominees reflect our heritage as one of the most diverse financial institutions in the country and our leading role as the largest FDIC-insured minority depository institution headquartered in the United States.U.S. Of the nineeleven persons being nominated as directors, seven are members of minority groups, including four Asian-Americans,Asian Americans, one African-American,African American, and two Hispanic-Americans. Furthermore, weHispanic Americans. We are committed to gender diversity on the Board, and three of our nineeleven director nominees are women. One of our director nominees identifies as LGBTQ+. We believe the director nominees represent one of the most diverse boards among publicly-tradedpublicly- traded financial institutions in the United States.
U.S.
EAST WEST BANCORP 2024 Proxy Statement 15
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
The following table presents certain information with respect to the Board’s nominees for director. All director nominees of the Company are also directors of the Bank. All of the nominees have indicated their willingness to serve. Executive officers serve at the pleasure of the Board, subject to restrictions set forth in their employment agreements.
Director Nominees | Age | Year First Appointed | Committee Memberships | Current Term Expires |
Manuel P. Alvarez | 41 | 2022 | R (RE) | 2022 |
Molly Campbell * | 61 | 2014 | A (FE), C, N | 2022 |
Iris S. Chan * | 76 | 2010 | B (Chair), R (RE) | 2022 |
Archana Deskus * | 56 | 2019 | B, R | 2022 |
Rudolph I. Estrada (LD)* | 74 | 2005 | A, B, E, R (RE and Chair) | 2022 |
Paul H. Irving * | 69 | 2010 | A, B, N (Chair) | 2022 |
Jack C. Liu * | 63 | 1998 | C (Chair), N | 2022 |
Dominic Ng | 63 | 1991 | E (Chair) | 2022 |
Lester M. Sussman * | 67 | 2015 | A (FE and Chair), C, R (RE) | 2022 |
Director Nominees | Age | Year First Appointed | Committee Memberships | |
Manuel P. Alvarez* | 43 | 2022 | A, R (RE) | |
Molly Campbell* | 63 | 2014 | A (FE), C, N | |
Archana Deskus* | 58 | 2019 | C, R | |
Serge Dumont* | 64 | 2022 | C, N | |
Rudolph I. Estrada (LD)* | 76 | 2005 | A, E, N, R (RE and Chair) | |
Mark Hutchins* | 61 | 2023 | A (FE) | |
Paul H. Irving* | 71 | 2010 | A, N (Chair), R | |
Sabrina Kay* | 61 | 2022 | C, N | |
Jack C. Liu* | 65 | 1998 | C (Chair), N, R | |
Dominic Ng | 65 | 1991 | E (Chair) | |
Lester M. Sussman* | 69 | 2015 | A (FE and Chair), C, R (RE) |
A = Audit Committee; B = BSA/AML & OFAC Compliance Steering Committee; C = Compensation Committee; E = Executive Committee;
N = Nominating/Corporate Governance Committee; R = Risk Oversight Committee
* = Independent Director; LD = Lead Independent Director; FE = Audit Committee Financial Expert; RE = Risk Oversight Committee Risk Expert
None of the director nominees were selected pursuant to any arrangement or understanding, other than with the directors and executive officers of the Company acting within their capacity as such. There are no family relationships among directors or executive officers of the Company. As of the date of this Proxy Statement, there were no directorships held by any director with a company that has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or subject to the requirements of Section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940, as amended, other than Mr. Ng, who is a director of Mattel, Inc. (Nasdaq: MAT),; Ms. Campbell, who is a director of Granite Construction Inc. (NYSE: GVA), and; Ms. Deskus, who is a director of Cognizant Technology Solutions Corporation (Nasdaq: CTSH); Mr. Hutchins, who is a director of Nicholas Financial Inc. (Nasdaq: NICK); and Dr. Kay, who is a director of MannKind Corporation (Nasdaq: MNKD) and Hagerty Inc. (NYSE: HGTY).
We have no reason to believe that any of the director nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable for any reason, or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
Director Nominee Qualifications and Experience
Our director nominees bring a balance of relevant skills to our Board including:
Skills and Expertise | Alvarez | Campbell | Deskus | Dumont | Estrada | Hutchins | Irving | Kay | Liu | Ng | Sussman | |
High Level of Financial Expertise | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |
Relevant Senior Leadership/Executive Officer | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |
Broad International Exposure/Emerging Market | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||
Bank Regulatory Oversight | ● | ● | ● | ● | ● | ● | ● | |||||
Social and Corporate Governance | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||
Extensive Knowledge of the Company's Business/ Industry | ● | ● | ● | ● | ● | ● | ● | ● | ||||
Information Technology, Cybersecurity and Privacy | ● | ● | ● | |||||||||
Innovation/Technology | ● | ● | ● | ● | ● | ● | ● | |||||
Governmental or Geopolitical | ● | ● | ● | ● | ● | ● | ● | ● | ||||
Risk Oversight/ Management Expertise | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● |
Each of the director nominees currently serves on the Board. With the exceptionexceptions of Mr. Alvarez,Hutchins, who was appointed as a director of the Company on January 1, 2022,August 3, 2023, all of the director nominees were elected by stockholders at the May 27, 202123, 2023 annual meeting of stockholders. If elected, each nominee will hold office until the 20232025 annual meeting of stockholders and until his or her successor is elected and qualified.
The principal occupation during the past five years of each director nominee is set forth below. Included in each director nominee’s biography is an assessment of the specific qualifications, attributes, skills and experience of the nominee based on the qualifications described above.
EAST WEST BANCORP 2024 Proxy Statement 17
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
Director Qualifications and Experience
Manuel P. Alvarez INDEPENDENT Founding Principal, DIRECTOR SINCE: 2022 COMMITTEES: Audit, Risk Oversight |
Manuel P. Alvarez is the Founding Principal of BridgeCounsel Strategies LLC, a minority-owned financial technology consultancy. Before founding BridgeCounsel in 2021, Mr. Alvarez served as California’s chief banking and financial regulator from 2019 to 2021, first as Commissioner of the Department of Business Oversight (“DBO”) and then as Commissioner of the California Department of Financial Protection & Innovation (“DFPI”), which broadly regulates the state’s banking and financial services industry. From 2014 to 2019, Mr. Alvarez served as General Counsel, Chief Compliance Officer, and Corporate Secretary at Affirm, Inc. (Nasdaq: AFRM), a financial-technology platform providing online point-of-sale consumer financing solutions.
Mr. Alvarez is admitted to practice law in California and is an active real estate and angel investor. He serves on the advisory boards of several venture-backed, private fintech companies and enjoys mentoring first-generation law students and professionals. Mr. Alvarez’s extensive bank regulatory, governmental, and risk management experience well qualifies him to continue to serve on our Board.
Molly Campbell INDEPENDENT Infrastructure Advisor, Department of the
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Molly Campbell has almost 30 years of executive leadership experience, most recently as an Advisor to the U.S. Treasury Office of Technical Assistance, an advanced leadership fellow at Harvard University, and a distinguished career institute fellow at Stanford 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. (NYSE: GVA). Ms. Campbell’s expertise and knowledge of global logistics, international trade, and financial management and reporting well qualifies her to continue to serve on our Board.
EAST WEST BANCORP 2024 Proxy Statement 18
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
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Archana Deskus INDEPENDENT
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DIRECTOR SINCE: 2019 COMMITTEES: Compensation, Risk Oversight |
Archana Deskus is currently the Chief Technology Officer (“CTO”) of PayPal Holdings, Inc. (Nasdaq: PYPL). Prior to PayPal, Ms. Deskus held CIO roles at Intel Corporation (Nasdaq: INTC) from 2020 to 2022, Hewlett Packard Enterprise (NYSE: HPE) from 2017 to 2019, and Baker Hughes (Nasdaq: BKR) from 2013 to 2017. Ms. Deskus has also held CIO roles at Ingersoll-Rand (NYSE: IR), Timex Corporation, and United Technologies Corporation (NYSE: UTX), giving her wide perspectives across various industries.
Ms. Deskus currently serves on the Board of Directors of Cognizant Technology Solutions Corporation (Nasdaq: CTSH) and DataStax, Inc. In addition to her business experiences, 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. Ms. Deskus’ extensive information technology experience, as well as her insight and thought leadership in risk management, cyber security, and innovation well qualifies her to continue to serve on our Board.
Serge Dumont INDEPENDENT Vice Chairman, ImpactWayv, Inc. DIRECTOR SINCE: 2022 COMMITTEES: Compensation, 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. Mr. Dumont’s broad international and geopolitical experience well qualifies him to continue to serve on our Board.
EAST WEST BANCORP 2024 Proxy Statement 19
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
Rudolph I. Estrada | ||
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Rudolph I. Estrada serves as the Lead Independent Director of the Board of East West Bancorp, Inc. and East West Bank. Mr. Estrada has been the CEO of Estradagy Business Advisors, LLC since 1987, a business and banking advisory company. He also served as professor of business and management for the California State University system for over 35 years. He formerly served as the Los Angeles District Director of 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 offers over 40 years of board experience having served on various bank boards and corporate and non-profit organizations. He is a Board Leadership Fellow with the National Association of Corporate Directors and a decorated veteran of the U.S. Army.
Mr. Estrada brings to the Board valuable business lending and public service perspectives, a focus on the prudent management and operations of businesses in a heavily regulated environment, and a comprehensive knowledge of corporate governance, which together well qualify him to continue to serve on our Board.
Mark Hutchins INDEPENDENT Retired Partner, KPMG LLP DIRECTOR SINCE: 2023 COMMITTEE: Audit |
Mark Hutchins is a retired audit and advisory partner of KPMG LLP, where he held many leadership positions, including serving on the board, acting as managing partner for the Pacific Southwest Region and Los Angeles Office, and leading the Foreign Bank Practice and Western Area Banking Group. Mr. Hutchins is a certified public accountant.
Mr. Hutchins has served as a member of the board of directors of Nicholas Financial, Inc. since 2021 and has served on over 20 other corporate, nonprofit, and civic boards. He provides valuable insight on governance, enterprise risk management, financial reporting, and brings nearly 40 years of financial services experience to the Company, which well qualifies him to continue to serve on our Board.
EAST WEST BANCORP 2024 Proxy Statement 20
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
Paul H. Irving INDEPENDENT Senior Advisor, Milken Institute DIRECTOR SINCE: 2010
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Paul H. Irving has been 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 from 2011 to 2021. Mr. Irving is also a national advisor at Manatt, Phelps & Phillips, LLP, a law and consulting firm, and a distinguished scholar-in-residence at the University of Southern California Leonard Davis School of Gerontology. He earlier served as an advanced leadership fellow at Harvard University, and chair, CEO, and head of the financial services group of the Manatt firm. Mr. Irving is a senior advisor at CWI Labs and a member of the board of CoGenerate, the National Academy of Medicine Commission for Healthy 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 Working Nation. 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 the professional services and non-profit sector, where he focuses on system-level economic, social and health challenges. These experiences and the insight they provide well qualify Mr. Irving to continue to serve on our Board.
Sabrina Kay INDEPENDENT CEO, Fremont Private Investments DIRECTOR SINCE: 2022 COMMITTEES: Compensation, Nominating/Corporate Governance |
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 was named the California Senate Women of the Year and was the founding commissioner of the ScholarShare 529 California College Savings Plan.
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. Dr. Kay’s extensive knowledge of technology-enabled businesses, banking experience, and financial expertise well qualifies her to continue to serve on our Board.
EAST WEST BANCORP 2024 Proxy Statement 21
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
Jack C. Liu
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Senior Attorney, Alliance International Law Offices
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Jack C. Liu has been a senior attorney with Alliance International Law 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. In addition to his renowned expertise in the U.S. banking regulatory practice area, Mr. Liu advises on business and legal aspects of international corporate, investment, and real estate matters. He currently serves on the board of TransGlobe Life Insurance, Inc., ranked #7 in the Taiwan life insurance industry by assets. He is also the director of Taiwan FamilyMart Co., Ltd., a major convenience store operator.
Mr. Liu is admitted to practice law in California and Washington, D.C., as well as in Taiwan as a foreign attorney. 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 regulated financial institutions. Mr. Liu is well recognized as an expert in various corporate governance and ESG matters and is a certified professional insurance executive by the Republic of China Financial Supervisory Commission. Mr. Liu is a Board Leadership Fellow with the National Association of Corporate Directors. He is also the Vice Chairman of the Taipei Independent Directors Association in Taiwan. Mr. Liu’s executive management experience internationally and domestically well qualifies him to continue to serve on our Board.
Dominic Ng Chairman of the Board and CEO of East West Bancorp, Inc. and East West Bank
COMMITTEE: Executive (Chair) |
Dominic Ng is Chairman of the Board and Chief 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 in 1991 into the full-service international and commercial bank it is today, with $69.6 billion in assets as of December 31, 2023. Prior to taking the helm of East West Bank as CEO in 1992, Mr. Ng was President of Seyen Investment and practiced as a CPA with Deloitte & Touche, LLP in Houston and Los Angeles.
Mr. Ng is Chair of the 2023 Asia-Pacific Economic Cooperation (APEC) Business Advisory Council (ABAC), the private sector arm of APEC advising heads of state and government on economic growth. In addition, Mr. Ng serves on the governing boards of Mattel Inc. (Nasdaq: MAT), the Academy Museum of Motion Pictures, and the University of Southern California. He was named one of Los Angeles Times’ 100 most influential people in Los Angeles and Los Angeles Business Journal’s Business Person of the Year. American Banker recognized Mr. Ng as Banker of the Year for successfully executing his vision 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 civic and philanthropic leadership. He received the Alexis de Tocqueville Global Award presented by United Way Worldwide, which recognized his exceptional and sustained stewardship of United Way’s giving campaigns. Mr. Ng’s extensive management experience, financial expertise, and leadership of our Company well qualify him to continue to serve on our Board. Mr. Ng brings to the Board comprehensive knowledge of East West Bank’s business and operations, the financial services industry in the U.S. and in the Asia Pacific region, and U.S.-Asia cross-border trade and investments.
EAST WEST BANCORP 2024 Proxy Statement 22
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
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Lester M. Sussman INDEPENDENT
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Lester M. Sussman formerly served as Vice President, Advisory Services for Resources Global Professionals (“RGP”). He was with RGP from 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 and significant accounting, financial reporting, and corporate governance expertise to the Company, which well qualifies him to continue to serve on our Board.
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.Conduct that applies to our directors, officers, and employees and which provides standards of conduct to promote compliance with laws and regulations and for conducting our business in an ethical and responsible manner. The Board also regularly considers environmental, health and safety, and social matters as part of its oversight function under our Environmental and Social Policy Framework. The Corporate Governance Guidelines, our Code of Conduct, our Environmental and Social Policy Framework and information about other governance matters of interest to investors are available through our website at www.eastwestbank.com/investors by clicking on 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.
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. Alvarez, Estrada, Irving, 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, Compensation, and Nominating/Corporate Governance Committees satisfy the independence requirements of Nasdaq. AllThe Board has also determined that all members of the Company’s Bank Secrecy Act/Anti-Money Laundering (“BSA/AML”) and Office of Foreign Assets Control (“OFAC”) Compliance Steering Committee and Risk Oversight Committees have also been determined to beCommittee are independent, by our Board, though these committees arethis committee is not subject to Nasdaq independence requirements. In making these determinations, ourthe Board considered the relationships that each non-employee director has with us and all other facts and circumstances that the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock of each non-employee director, as well as relationships that our directors may have with customers and vendors.
FINANCIAL EXPERTS
Financial Experts
The Board reviewed whether any members of the Audit Committee meet the criteria to be considered an “audit committee financial expert” as defined by the Securities and Exchange Commission (“SEC”), satisfying the requirements for financial sophistication under Nasdaq. Based on its review, the Board determined that twothree directors, Ms. Campbell, Mr. Hutchins, 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 satisfy the Nasdaq requirements for financial sophistication under Nasdaq.sophistication.
Risk Management Experience
EAST WEST BANCORP 2024 Proxy Statement 24
The Board has reviewed and determined that 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”). The members of the committee have a general understanding of risk management principles and practices relevant to the Company’s business. In addition, four members of the Risk Oversight Committee, Ms. Chan and Messrs. Alvarez, Estrada, and Sussman, have particular experience identifying, assessing, and managing risk exposures of large, complex financial firms. Specifically, Ms. Chan has held high-level executive and management positions with Wells Fargo, Bank of America and Citicorp for over 20 years. She is experienced with financial oversight and internal controls, commercial lending, and credit risk oversight for large banking institutions. In addition, as CEO and founder of Ameriway, she has deep insight into U.S.–Asia cross-border trade and investment. Mr. Alvarez was the founding General Counsel and Corporate Secretary of Affirm, Inc., where he helped build and scale the company’s enterprise risk management function focusing on legal, compliance, and corporate governance. Later, during his tenure as Commissioner of the DFPI, Mr. Alvarez oversaw a large swath of the state’s financial services sector and had primary responsibility for the DFPI’s regulatory and risk oversight of state banks, credit unions, and other licensed entities. Mr. Estrada is the chair of the Risk Oversight Committee and formerly served as the Los Angeles District Director for the SBA. He is experienced at providing management oversight in public and private sectors. Mr. Sussman was an audit partner with Deloitte, where he held leadership positions including Partner in Charge of the Financial Services Group for the Pacific Southwest and Partner in Charge of Capital Markets for the West Region. Moreover, his work at RGP involved providing corporate governance, risk management and compliance services to clients globally. Accordingly, Ms. Chan’s and Messrs. Alvarez, Estrada, and Sussman’s experience in risk management are commensurate with the Company’s structure, risk profile, complexity, activities and size, and, we believe, qualify them as risk experts under the Federal Reserve’s Enhanced Prudential Standards.
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 | ||
Alvarez | › 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. | |
Estrada | › 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. | |
Sussman | › 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 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 China,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:
› Lead executive sessions of the Board’s independent or non-management directors and | |
› Act as a regular communication channel between the independent directors and the Chairman; | |
› Approve Board meeting schedules to ensure sufficient time to discuss all agenda items; | |
› Represent the independent directors in discussions with major stockholders regarding | |
› Call special Board meetings or special meetings of the independent directors, as needed; | |
› Approve the retention of consultants who report directly to the Board; and | |
› Advise the independent Board committee chairs in fulfilling their designated roles and |
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 eightten of the nineeleven directors being independent.
Director Education and Self-AssessmentSelf-Assessment; Succession Planning
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 committee meetings by qualified persons on various topics. For example, in 2021,2023, our Board received in-Company training on topics including BSA/AML and OFAC requirements, privacy and identity theft red flag training, and fair lending and redlining, the Foreign Corrupt Practices Act, cybersecurity, and updates on applicable state, federal and Chinese laws and regulations.redlining. In addition, our directors have external continuing education requirements. In 2021,2023, members of our Board participated in external director continuing education programs including those offered by the National
EAST WEST BANCORP 2024 Proxy Statement 26
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
Association of Corporate Directors (“NACD”), YPO, KPMG, PricewaterhouseCoopers, Baker Tilly, Deloitte, Crowe, Protiviti, and KPMGStanford University, on topics such as audit committee issues, SOX compliance,corporate social responsibility, information security, cybersecurity risk, geopolitical risk, global finance trends, crisis management, digital transformation in banking, regulatory review, oversight of artificial intelligence, ESG, board oversight of corporate political activity, diversity, compensation, compliance and ethics, and risk oversight and management. In addition, Messrs. Dumont, Estrada, Hutchins, Liu, and Sussman are active members of the NACD, and Messrs. Estrada and Liu are NACD Leadership Fellows, and Mr. Sussman is NACD Directorship Certified.Certified, and Mr. Dumont is FT Directorship Certified and a member of the Association of LGBTQ+ Corporate Directors.
The Board regularly evaluates at least annually, its overall effectiveness, committee assignments, Board refreshment, and governance and risk management practices. The Nominating/Corporate Governance Committee determines the process for such evaluation and review, which typically includes a review of how certain attributes affect Board and/or individual director effectiveness, such as Board and Board Committee size, meeting frequency, quality and timing of information provided to the Board and Board Committee members, director communication, director education, director skills and qualifications, director independence and overall performance. Recently, the Board conducted an evaluation process that involved a written assessment which solicited feedback that was then reviewed and discussed by the Board.
During 2021,2023, the Board held four regularly scheduled meetings one special meeting, and a multi-day retreat. There were also 2421 meetings of Board committees during 2021.2023. All directors attended all regularly scheduled Board meetings, Board committee meetings in which he/she served as a committee member, and the retreat. The policy of the Company is to encourage all director nominees to attend the annual meeting of stockholders. All directors attended the 20212023 annual meeting of stockholders.
Six Standing Committees:
The standing committees report on their deliberations and actions at each full Board meeting. Each of the committees has the authority to engage outside experts, advisors and counsel to the extent it considers appropriate to assist the committee in its work.
Each of the standing committees operates under a written charter. These charters can be found on the Company’s website at www.eastwestbank.com/investors by clicking on Corporate Information — Governance Documents. Set forth below is a description of the standing committees of the Board.
The current members of our Audit Committee are Ms. Campbell and Messrs. Estrada, Irving and Sussman, with Mr. Sussman serving as chair. Our Board has determined that each of the members of our Audit Committee satisfies the requirements for independence and financial literacy under the rules and regulations of Nasdaq and the SEC. Our Board has also determined that two of the members, Ms. Campbell and Mr. Sussman, are “audit committee financial experts” as defined under the applicable rules of the SEC and satisfy the financial sophistication requirements of Nasdaq. The Audit Committee held five meetings during the year ended December 31, 2021.
Our Audit Committee oversees our accounting and financial reporting process, the audit of our financial statements and assists our Board in monitoring our financial systems and our legal and regulatory compliance. Our Audit Committee is responsible for, among other things:
The Bank also has an Audit Committee, which consists of the same directors as the Company’s Audit Committee. The Bank’s Audit Committee generally meets jointly with the Company’s Audit Committee.
The current members of our Compensation Committee are Ms. Campbell and Messrs. Liu and Sussman, with Mr. Liu serving as chair. Our Board has determined that each of the members of our Compensation Committee is independent within the meaning of the independent director requirements of Nasdaq. Our Board has also determined that the composition of our Compensation Committee meets the requirements for independence under, and the functioning of our Compensation Committee complies with, any applicable requirements of Nasdaq and SEC rules and regulations. The Compensation Committee held seven meetings during the year ended December 31, 2021.
The Compensation Committee establishes and administers the executive compensation policies and plans of the Company. Our Compensation Committee is responsible for, among other things:
The Compensation Committee may form and delegate authority to subcommittees, or, to the extent permitted under applicable laws, regulations and Nasdaq rules, to any other director, in each case to the extent the Compensation Committee deems necessary or appropriate.
The Bank also has a Compensation Committee, which consists of the same directors as the Company’s Compensation Committee. The Bank’s Compensation Committee generally meets jointly with the Company’s Compensation Committee. For a more comprehensive discussion on the responsibilities of the Compensation Committee, see “Compensation Discussion and Analysis – Compensation-Setting Process and Roles – Role of the Compensation Committee” in this Proxy Statement.
The Compensation Committee has the authority to retain the services and obtain the advice of external advisors, including compensation consultants, legal counsel or other advisors to assist in the evaluation of executive officer and director compensation. In evaluating firms to potentially provide services to the Compensation Committee, the Compensation Committee considers whether the firm provides any other services to the Company. The Compensation Committee makes the decision to hire a consultant and provides direction as to its scope of work in its sole discretion. The Compensation Committee appointed Meridian Compensation Partners, LLC as its independent compensation consultant in 2021. The Compensation Committee uses its compensation consultant to:
Nominating/Corporate Governance Committee
The current members of our Nominating/Corporate Governance Committee are Ms. Campbell and Messrs. Irving and Liu, with Mr. Irving serving as chair. Our Board has determined that each of the members of our Nominating/Corporate Governance Committee is independent within the meaning of the independent director requirements of Nasdaq. The Nominating and Corporate Governance Committee held four meetings during the year ended December 31, 2021.
The Nominating/Corporate Governance Committee nominates persons for election as directors and reviews corporate governance matters. Among other things, the Nominating/Corporate Governance Committee members are responsible for:
The Bank also has a Nominating/Corporate Governance Committee, which consists of the same directors as the Company’s Nominating/Corporate Governance Committee. The Bank’s Nominating/Corporate Governance Committee generally meets jointly with the Company’s Nominating/Corporate Governance Committee.
The current members of the Risk Oversight Committee are Mses. Chan and Deskus, and Messrs. Alvarez, Estrada, and Sussman, with Mr. Estrada serving as chair. The Risk Oversight Committee held four meetings during the year ended December 31, 2021. Our Board has determined that each of the members of the Risk Oversight Committee is independent. In addition, all the members of the Risk Oversight Committee meet the independence requirement of the Federal Reserve’s Enhanced Prudential Standards (as well as other regulatory risk oversight standards) as the members are not and have not been officers or employees of the Company within the previous three years and are not related to any officers or employees of the Company. Our Board also has determined that Mr. Estrada meets the requirements in the Federal Reserve’s Enhanced Prudential Standards for the independence of chairman of the Risk Oversight Committee.
The Risk Oversight Committee has been appointed by the Board to provide focused oversight of the Company’s identified enterprise risk categories, which include: credit, capital, liquidity, operational, information technology, information security,
market, compliance, legal, strategic, and reputation. The Board believes an effective enterprise risk management system is necessary to ensure the successful, safe and sound management of the Bank. Among other things, our Risk Oversight Committee is required to:
In addition, the Company’s Chief Risk Officer works directly with the Risk Oversight Committee and the CEO. The Bank also has a Risk Oversight Committee, which consists of the same directors as the Company’s Risk Oversight Committee. The Bank’s Risk Oversight Committee generally meets jointly with the Company’s Risk Oversight Committee.
BSA/AML & OFAC Compliance Steering Committee
The Board created the BSA/AML & OFAC Compliance Steering Committee in 2015 as an ad hoc board committee to provide board governance for the enterprise-wide BSA/AML & OFAC program framework and focused oversight of the Company’s program enhancements. The 2021 members of the BSA/AML & OFAC Compliance Steering Committee were Mses. Chan and Deskus, and Messrs. Estrada and Irving, with Ms. Chan serving as chair. The Board has determined that each of the members of the BSA/AML & OFAC Compliance Steering Committee is independent. The BSA/AML & OFAC Compliance Steering Committee held four meetings during the year ended December 31, 2021.
The BSA/AML & OFAC Compliance Steering Committee is responsible for, among other things:
The Board has determined that a standalone BSA/AML & OFAC Compliance Steering Committee is no longer needed in light of progress made to enhance our BSA/AML and OFAC policies and procedures. Therefore, effective May 26, 2022, the BSA/AML & OFAC Compliance Steering Committee will be dissolved and all BSA/AML & OFAC matters will be addressed by the Risk Oversight Committee.
The Executive Committee currently consists of Messrs. Estrada and Ng, with Mr. Ng serving as chair. The Executive Committee is appointed by the Board to provide an efficient means of considering such matters and taking such actions, if any, as may require the attention of the Board in the interim between Board meetings. The Executive Committee is authorized to exercise certain powers of the Board during intervals between Board meetings. The Bank also has an Executive Committee, which consists of the same directors as the Company’s Executive Committee. The Bank’s Executive Committee generally meets jointly with the Company’s Executive Committee. The Executive Committee did not meet in 2021.
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 Independent Director. Any director can request an additional executive session to be scheduled.
The Board, on a regular basis but no less than annually, reviews the Company’s executive management succession plans for both regular and emergency succession scenarios. In addition, the Compensation and Management Development Committee periodically reviews the Company’s talent management program, including succession planning for key executives, including our Chief Executive Officer and other senior executive management, while the Nominating/Corporate Governance Committee is responsible for reviewing and approving an emergency succession plan.
Board Committees
The Board has the following five standing committees:
The standing committees report on their deliberations and actions at each full Board meeting. Each of the committees has the authority to engage outside experts, advisors and counsel to the extent it considers appropriate to assist the committee in its work.
Each of the standing committees operates under a written charter. These charters can be found on the Company’s website at www.eastwestbank.com/investors by clicking on Corporate Information — Governance Documents. Set forth below is a description of the standing committees of the Board.
The Bank’s board of directors also has the same five standing committees, which each consists of the same directors as, and generally meets jointly with, the Company’s respective committee.
EAST WEST BANCORP 2024 Proxy Statement 27
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
Audit Committee
The Audit Committee oversees our accounting and financial reporting process, the audit of our financial statements and assists our Board in monitoring our financial systems and our legal and regulatory compliance.
CHAIR: Lester M. Sussman OTHER MEMBERS: Manuel P. Alvarez, NUMBER OF | PRIMARY RESPONSIBILITIES › Appointing, compensating and overseeing the work of our independent registered public accounting firm; › Approving engagements of the independent registered public accounting firm to render any audit or permissible non-audit services; › Reviewing the qualifications and independence of the independent registered public accounting firm; › Reviewing the scope and results of the internal audits; › Reviewing the Company’s financial statements and related disclosures; › Reviewing and discussing with management and the independent registered public accounting firm the results of our annual audit; › Resolving any disagreements between management and the independent registered public accounting firm regarding financial reporting; › Reviewing our critical accounting policies and practices; › Reviewing the adequacy and effectiveness of our internal control over financial reporting; › Overseeing the Company’s Independent Asset Review function; › Establishing procedures for the receipt, retention and treatment of accounting and auditing related complaints and concerns; › Preparing the audit committee report required by SEC rules to be included in our annual proxy statement; and › Reviewing and approving quarterly earnings releases. | ||
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
Compensation and Management Development Committee
The Compensation and Management Development Committee (the “Compensation Committee”) establishes and administers the executive compensation policies and plans of the Company.
CHAIR: Jack C. Liu OTHER MEMBERS: Molly Campbell, NUMBER OF | PRIMARY RESPONSIBILITIES › Annually reviewing and approving the primary components of compensation for our CEO and other Named Executive Officers (after receiving input from our CEO with respect to the other Named Executive Officers); › Establishing, with the input from the full Board, performance goals for the CEO, and evaluating his performance in light of those goals; › Evaluating the performance of our CEO and other Named Executive Officers in light of established goals and objectives; › Periodically evaluating the competitiveness of the compensation of our CEO, other Named 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, including succession planning for the CEO and other key executives; › 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; › Evaluating and making recommendations regarding director compensation with the use of a compensation consultant; › Administering our equity compensation plans for our employees and directors; and › Producing the compensation committee report required by SEC rules to be included in our annual proxy statement. | ||
Compensation Consultant The Compensation Committee appointed Meridian Compensation Partners, LLC as its independent compensation consultant in 2023. 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. |
EAST WEST BANCORP 2024 Proxy Statement 29
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
Nominating/Corporate Governance Committee
The Nominating/Corporate Governance Committee nominates persons for election as directors and reviews corporate governance matters.
CHAIR: Paul H. Irving OTHER MEMBERS: Molly Campbell, Jack C. Liu NUMBER OF | 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 to the Board individuals to fill any vacancies on the Board occurring between annual meetings of stockholders; › Recommending to the Board the directors who will serve on each committee of the Board; › Approving emergency succession planning for senior executives; › Developing and recommending to the Board a set of corporate governance principles; › Periodically reassessing the Company’s corporate governance principles; › Conducting an annual assessment of the Board’s structure and performance to determine whether it, its committees and its members are functioning effectively; and › Overseeing and monitoring the Company’s Code of Conduct and Environmental and Social Policy Framework, including oversight and accountability for the Company’s material environmental and social impacts. | ||
Risk Oversight Committee
The Risk Oversight Committee provides focused oversight of the Company’s identified enterprise risk categories, which include credit, capital, liquidity, operational, information technology, information security, market, compliance, legal, strategic, and reputation. The Board believes an effective enterprise risk management system is necessary to ensure the successful, safe and sound management of the Bank.
CHAIR: Rudolph I. Estrada OTHER MEMBERS: Manuel P. Alvarez, Lester M. Sussman NUMBER OF | PRIMARY RESPONSIBILITIES › Be responsible for the Company’s risk management standards; › Monitor the Company’s risk exposure in the identified enterprise risk categories; › Timely identify the material risks that the Company faces; › Communicate necessary information on material risks to senior management and, as appropriate, to the Board or relevant Board committee; › Approve and/or develop the risk appetite and tolerance levels for the Company; › Oversee systems that management put in place to identify, manage, and mitigate cybersecurity risks; › Oversee the Company’s risk management framework and implement responsive risk management strategies appropriate to the Company’s risk profile; › Integrate risk management into the Company’s decision-making; and › 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. | ||
EAST WEST BANCORP 2024 Proxy Statement 30
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
Executive Committee
CHAIR: Dominic Ng OTHER MEMBERS: Rudolph Estrada NUMBER OF | 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
CORPORATE SECRETARY East West Bancorp, Inc. 135 N. Los Robles Avenue, 7th Floor | ||
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 information required by our Bylaws regarding the stockholder and mustthe director nominee and be delivered to the Secretary of the Company at the Company’s principal executive offices. Notice must be delivered to or mailed and received at the Company’s principal executive offices of the Company not less than 30 calendar days or more than 60 calendar days prior to the meeting at which directors are to be elected. However, in the event that less than 40 calendar days’ notice of the meeting is given to stockholders, notice by the stockholder, to be timely, must be delivered not later than the close of business on the 10th90th day, nor earlier than the close of business on the 120th day, in advance of the anniversary of the previous year’s annual meeting. If the meeting will be held more than 30 days before or 60 days after the anniversary date of the prior year’s annual meeting, notice must be delivered to or mailed and received at the Company’s principal executive offices not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of the 90th day prior to the annual meeting and the close of business on the 10th day following the mailing date of the meeting notice to stockholders orinitial public announcement of the date of such public disclosure was made. meeting.
In addition to satisfying the foregoing requirements, under the Company’sour Bylaws to comply with the SEC’s universal proxy rules (once effective),require that stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must provide notice that sets forthto the information required byCompany and comply with Rule 14a-19 under the Securities Exchange Act no later than March 27, 2023.Theof 1934, including soliciting proxies from at least 67% of the voting power of shares entitled to vote. The notification shall contain the following information:
EAST WEST BANCORP 2024 Proxy Statement 31
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
› A representation that | ||
› 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. |
We mayIn 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 first applies for the election of directors in 2024. This bylaw allows 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 120 calendar days or more than 150 calendar days prior to the anniversary of the mailing date of the prior 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 group, as well as the additional 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.
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/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 |
EAST WEST BANCORP 2024 Proxy Statement 32
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. Thesepersons.These candidates are evaluated at regular or special meetings of the Committee and may be considered at any point during the year. As described above, the Committee considers properly submitted stockholder nominations for candidates for the Board. Following verification of the stockholder status of persons proposing candidates, recommendations are aggregated and considered by the Committee. If any materials are provided by a stockholder in connection with the nomination of a director candidate, those materials are forwarded to the Committee. In evaluating the nominations, the Nominating/Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board.
Our Board welcomes suggestions and comments from stockholders. All stockholders are encouraged to attend the Annual Meeting 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:
SECRETARY OF THE BOARD OF DIRECTORS East West Bancorp, Inc. 135 N. Los Robles Avenue, 7th Floor Pasadena, California 91101 |
All communications (other than commercial communications soliciting the sale of goods or services to, or employment with, the Company or directors of the Company) will be directed to the appropriate committee, the Chairman of the Board, the Lead Independent Director, or to any individual director specified in the communication, as applicable.
All directors and Named 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 senior management are posted on the Company’s website, which can be found at www.eastwestbank.com/investors by clicking on Corporate Information — Governance Documents.
Named Executive Officers have additional holding requirements for stock acquired as part of their compensation. Named Executive Officers are required to hold until retirement at least 51% of any stock acquired upon the exercise of stock options (net of taxes and net of the grant price paid) and at least 51% of any stock received upon vesting (net of taxes) of restricted stock or restricted stock units (“RSUs”).
Additionally, in 1998, the Company launched the Spirit of Ownership Program, which provides annual restricted stock grants to all Company employees. The program was launched with the premise that each employee is a shareholder, with a vested stake in the Company’s long-term success, growth, and profitability.
EAST WEST BANCORP 2024 Proxy Statement 33
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.
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
$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:
› The identity of the parties involved in the transaction or relationship; | |
› 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 | |
› The 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. |
During 2021,2023, we did not enter into any related party transactions that required review, approval or ratification under our related party transaction policy. From time to time, we may lend money through our subsidiary, the Bank, to various directors and corporations or other entities in which a director may own a controlling interest. These loans (i) are made in the ordinary course of business, (ii) are made on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with other persons, and (iii) do not involve more than a normal risk of collectability and do not present other unfavorable features. As of December 31, 2021,2023, 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, other than the aforementioned loans made in the ordinary course of business.
EAST WEST BANCORP 2024 Proxy Statement 34
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 TableTable.”.”
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 2021,2023, the Compensation Committee engaged Meridian Compensation Partners, LLC as its independent compensation consultant for this purpose.
In 2021,2023, 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 $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 received a cash retainer of $70,000$25,000 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. Non-employee directors also received a meeting fee of $1,500 for each committee meeting attended.$20,000.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
The following table summarizes the compensation paid by the Company to non-employee directors for the calendar year that ended December 31, 2021:2023:
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | Total ($) |
Manuel P. Alvarez (1) | N/A | N/A | N/A |
Molly Campbell | 114,073.40 | 109,926.60 | 224,000 |
Iris S. Chan | 117,073.40 | 109,926.60 | 227,000 |
Archana Deskus | 99,073.40 | 109,926.60 | 209,000 |
Rudolph I. Estrada | 234,573.40 | 109,926.60 | 344,500 |
Paul H. Irving | 124,573.40 | 109,926.60 | 234,500 |
Jack C. Liu | 126,573.40 | 109,926.60 | 236,500 |
Lester M. Sussman | 134,073.40 | 109,926.60 | 244,000 |
Name | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)2 | All Other Compensation ($) | Total ($) |
Manuel P. Alvarez | 130,032 | 129,968 | 1,4333 | 261,433 |
Molly Campbell | 130,032 | 129,968 | 260,000 | |
Archana Deskus | 130,032 | 129,968 | 260,000 | |
Serge Dumont | 130,032 | 129,968 | 260,000 | |
Rudolph I. Estrada | 215,032 | 129,968 | 345,000 | |
Mark Hutchins | 130,005 | 129,994 | 260,000 | |
Paul H. Irving | 150,032 | 129,968 | 280,000 | |
Sabrina Kay | 130,032 | 129,968 | 260,000 | |
Jack C. Liu | 155,032 | 129,968 | 285,000 | |
Lester M. Sussman | 155,032 | 129,968 | 285,000 |
1. |
The Company granted |
3. | Represents stock dividends declared from February 7, 2022 through February 6, 2023 on 689 shares of stock granted on January 1, 2022. |
COMPENSATION DISCUSSION AND ANALYSISProposal 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 2023 as described in the “Compensation Discussion and Analysis” section beginning on page 38 and the Compensation Tables section beginning on page 55.
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.
EAST WEST BANCORP 2024 Proxy Statement 36
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
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.
We believe that the information provided in “Compensation Discussion and Analysis” beginning on page 38 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 8% in 2023, to a record $52.2 billion; |
› | Total deposits grew to a record $56.1 billion in 2023; |
› | ROA of 1.71% in 2023 was substantially above the KBW Nasdaq BANK INDEX (“BKX”) median of 0.84% and average of 0.86%; and |
› | ROE of 17.91% in 2023 was substantially above the BKX median of 10.08% and average of 9.74%. |
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 2025.
EAST WEST BANCORP 2024 Proxy Statement 37
COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Discussion and Analysis
The following Compensation Discussion and Analysis (“CD&A”) describes the structure and guiding principles of our 20212023 executive compensation program for the Company’s Named Executive Officers, as set forth below.
2023 Named Executive | Dominic Ng | Chairman and Chief Executive Officer |
Moral-Niles | Executive Vice President, Chief Financial Officer | |
Irene H. Oh | Executive Vice President, Chief Risk Officer | |
Douglas P. Krause | Vice Chairman, Chief Corporate Officer | |
Parker L. Shi | Executive Vice President, Chief Operating Officer | |
Executive Vice President, |
Mr. Shi joined the Company in March 2021, initially as an independent consultant. In June 2021, Mr. Shi was hired as Executive Vice President, Chief Strategy, Growth, and Technology officer, and was subsequently appointed Executive Vice President, Chief Operating Officer in December 2021. Mr. HuangDel Moral-Niles joined the Company as Executive Vice President, HeadChief Financial Officer in October 2023. Ms. Oh served as Executive Vice President, Chief Financial Officer through September 2023 and was appointed as Executive Vice President, Chief Risk Officer in October 2023. The Board believes Ms. Oh’s intimate knowledge of Commercial Banking in November 2021.the Company’s operations, finances, and condition through her many years of service well qualifies her to assess and manage risk as the Company’s Chief Risk Officer.
20212023 Business and Financial Performance Highlights
In 2021,2023, we continued to deliver strong and consistent financial performance. The Company achieved record loans of $41.7$52.2 billion, record deposits of $56.1 billion, and record deposits of $53.4 billion, and assets of $60.9$69.6 billion.
We also outperformed peer banks in terms of ROA, ROE, and total shareholder return (“TSR”). The Compensation Committee believes the Company’s 20212023 pay decisions reflected the continued alignment between the Company’s financial and organizational objectives and its executive compensation program. We have outperformed peer banks over time. We consistently achieved a higher ROA and ROE for each of the last three years relative to the median ROA and ROE achieved by (i) our compensation peer group described on page 4043 of this Proxy (the “Peer Group”), and (ii) the banks comprising the Keefe, Bruyette and WoodsKBW Nasdaq Regional Banking IndexBANK INDEX (“KRX”BKX”).
EAST WEST BANCORP 2024 Proxy Statement 38
COMPENSATION DISCUSSION AND ANALYSIS |
Company Results Compared to Peers
2023 RETURN ON ASSETS OF 1.71%
2023 RETURN ON EQUITY OF 17.91%
THREE-YEAR TOTAL SHAREHOLDER RETURN (“TSR”) OF 54.13%
EAST WEST BANCORP 2024 Proxy Statement 39
COMPENSATION DISCUSSION AND ANALYSIS |
Our Compensation Philosophy
We designed our executive compensation program to attract and retain talented managers, while rewarding them for delivering on our key financial and strategic goals. Guiding principles of our executive compensation program include:
Our Executive Compensation Program | |
What We Do | |
Place a substantial majority of executive compensation at risk and subject to performance metrics | |
Engage with and consider stockholder input in designing our executive pay programs | |
Grant all of our NEOs’ total long-term incentives in performance-based restricted stock units | |
Link annual NEO incentive pay to objective, pre-established financial performance goals | |
With oversight from the Compensation Committee, perform annual risk assessments to ensure that our compensation policies and programs are not likely to materially increase the Company’s risk exposure | |
Engage an independent compensation consultant that reports solely to the Compensation Committee | |
Maintain stock ownership requirements for all NEOs | |
Maintain a relevant peer group | |
Maintain a clawback policy | |
Listen to and engage with our stockholders regarding executive compensation decisions and philosophy | |
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 |
EAST WEST BANCORP 2024 Proxy Statement 40
COMPENSATION DISCUSSION AND ANALYSIS |
Overview 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. Our 20212023 executive compensation program remained the same as our 20202022 structure. The components of each element of our executive compensation program are described in the table below.
The 20212023 pay mix for our NEOs highlights the Company’s commitment to align compensation outcomes to results and underscores our compensation philosophy of placing significant emphasis on at-risk, performance-based pay. In 2021, 82%2023, 83% of the CEO’s target pay was at risk and linked to performance-based outcomes. For the other NEOs, excluding Messrs. Huang and Shi, 68% of target pay, on average, was at risk and tied to direct performance results.
COMPENSATION DISCUSSION AND ANALYSIS |
Compensation-Setting Process and Roles
ROLE OF THE COMPENSATION COMMITTEE
Role 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 which reflects the long-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 executive management; |
› With input from the |
› Developing and maintaining a balanced compensation strategy of long-term and | |
› Retaining outside advisors, including compensation consultants, to provide professional counsel; | |
› Approving 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 ConsultantROLE OF THE COMPENSATION CONSULTANT
The independent compensation consultant, Meridian Compensation Partners, LLC, reports directly to the Compensation Committee and advises the Compensation Committee on trends and issues in executive compensation and provides comparative compensation information for companies with which the Company competes for talent. The Compensation Committee has the sole authority to retain and oversee the work of the consultants, who do not provide services to Company management. The Compensation Committee evaluates the independence of the consultant annually.
ROLE OF MANAGEMENT
The Company’s Human Resources Department provides additional analysis, administrative support and counsel as requested by the Compensation Committee. Members of management do not recommend, determine, or participate in Committee discussions related to their individual compensation arrangements. The CEO provides executive compensation recommendations for his direct reports, including the other NEOs, but does not participate in discussions related to his own compensation.
COMPENSATION DISCUSSION AND ANALYSIS |
2023 STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION
Our compensation policies and practices continue to evolve based on input and correspondence submitted from our stockholders, our review of market practices, our consideration of the independent compensation consultant’s advice, our review of reports issued by proxy advisory firms, and the results of the most recent annual “Say-on-Pay” vote by stockholders.
Approximately 96.7%96.4% of the votes cast at our 20212023 annual meeting of stockholders approved the Company’s 20202022 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 the primary factor with additional consideration of other metrics such as market capitalization, revenue, geographic locations, competition for talent,presence, business model, and complexity of operations.
In December 2020,November 2022, the Compensation Committee approved our 2023 compensation peer group which consisted of 2422 bank holding companies with similar market capitalization and asset size as the Company (the “Peer Group”). The Company usedcomposition of the same Peer Group aswas updated to better reflect the prior year for 2021 compensation purposes. OurCompany’s business focus, asset size, and continued growth by removing First Horizon Corporation and adding SouthState Corporation. The number of peer banking holding companies in the Peer Group was further adjusted after March 2023, and decreased from 22 to 18 due to a number of merger and acquisition transactions involving SVB Financial Group, First Republic Bank, Signature Bank, and PacWest Bancorp. As of December 31, 2023, our Peer Group’s total assets as of December 31, 2021, ranged from $30.60$35.8 billion to $211.4$213.8 billion, with a median total asset size of $66.7$65.8 billion. As of December 31, 2021,2023, the median market capitalization of our Peer Group was $8.4$6.6 billion, with a range between $3.6$2.4 billion and $39.8$20.5 billion. With
respect to total assets and market capitalization, the Company ranked in the 49th50th percentile and 65th72nd percentile, respectively, relative to the Peer Group as of December 31, 2021.2023.
THE COMPANIES IN THE PEER GROUP WERE AS FOLLOWS:
The companies in the Peer Group are as follows:
FY | |||
BankUnited, Inc. (NYSE: BKU) | |||
BOK Financial Corporation (Nasdaq: BOKF) | KeyCorp (NYSE: KEY) | ||
Northern Trust Corporation (Nasdaq: NTRS) | |||
First | Regions Financial Corporation (NYSE: | ||
Zions Bancorp (Nasdaq: ZION) |
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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 uses salary data from published industry sources. Any compensation decisions also consider individual and company performance, the position and tenure, responsibilities within the Company, and other factors to determine total compensation for the NEOs. See “Compensation-Setting“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 determined it would be appropriate to continue benchmarking to banks in the KRXBKX (the “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 settinggoal-setting process.
COMPENSATION-SETTING PROCESS
Compensation for the NEOs and certain other executive officers is typically evaluated and set by the Compensation Committee in the first quarter of each year, using the 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; | |
› The Company’s performance against financial measures; | |
› The Company’s performance relative to strategic initiatives approved by the Compensation Committee; | |
› Individual performance and overall contributions; | |
› The business climate, economic conditions, and other 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 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.
The 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
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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 stock performance is strong and less realized compensation when our financial and/or stock performance is lower.
Elements of Our Executive Compensation Program
BASE SALARY
Base Salary
Base salary is a fixed portion of compensation delivered in cash to reflect each executive’s role and ongoing performance. NEO base salary levels are typically reviewed annually by the Compensation Committee and adjusted as appropriate, typically to reflect merit, promotions or changes in responsibilities, or market adjustments. When determining any base salary increases, the Compensation Committee considers an individual’s total compensation package, his or her performance, Company performance, comparative peer and market compensation data, internal parity, and other relevant factors, including the scope of the executive’s responsibilities relative to peers and other executives, and retention concerns.
Executive | Title | FY2020 Base Salary ($000s) | FY2021 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 | $638.6 | $651.4 | +2.0% |
Douglas P. Krause | Vice Chairman, Chief Corporate Officer | $520.0 | $546.0 | +5.0% |
Parker L. Shi | Executive Vice President, Chief Operating Officer | -- | $800.0 | -- |
Nick Huang | Executive Vice President, Head of Commercial Banking | -- | $750.0 | -- |
Executive | Title | FY2022 Base Salary ($000s) | FY2023 Base Salary ($000s) | % Change |
Dominic Ng | Chairman and CEO | $1,275.0 | $1,275.0 | 0.0% |
Christopher J. Del Moral-Niles | Executive Vice President, Chief Financial Officer | - | $600.0 | - |
Irene H. Oh | Executive Vice President, Chief Risk Officer | $677.4 | $701.1 | +3.5% |
Douglas P. Krause | Vice Chairman, Chief Corporate Officer | $589.7 | $636.9 | +8.0% |
Parker L. Shi | Executive Vice President, Chief Operating Officer | $800.0 | $816.0 | +2.0% |
Gary Teo | Executive Vice President, Chief Human Resources Officer | $401.3 | $429.4 | +7.0% |
Performance-Based Bonus PlanPERFORMANCE-BASED BONUS PLAN
Our NEOs participate in the Company’sThe Compensation Committee has developed a Performance-Based Bonus Plan that provides rewardsto reward executives for achieving critical Company-wide financial metrics and strategic goals (collectively, the “Corporate Goals”) and departmental or individual goals (collectively, “Individual Goals”). For 2023, performance on Corporate Goals was measured 70% based on annualfinancial performance and 30% based on strategic goals. Performance of Individual Goals was measured by goals determined for executives (other than the CEO, whose bonus is paid 100% based on corporate and individual performance. performance).
Each NEO is assigned a bonus target, stated as a percentage of the individual’s annual base salary. Mr. Shi joined the Company in June 2021, and his 2021An NEO’s actual bonus is pro-rated based on the months of employment. Mr. Huang joined the Company in November 2021 and was not eligible to participate in the annual performance-based bonus in 2021.
The Compensation Committee developedpayout under the Performance-Based Bonus Plan depends on (i) the achievement of the Corporate Goals and, if applicable, Individual Goals, and (ii) the relative weightings of Corporate Goals and Individual Goals assigned to reward executivessuch NEO.
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COMPENSATION DISCUSSION AND ANALYSIS |
In determining each NEO’s target bonus percentage and weighting for achieving critical Company-wide financial metricsCorporate Goals and strategic goals (collectively, “Corporate Goals”)Individual Goals, the Board and departmental orthe Committee generally considered competitive market information as well as individual goals. The program in 2021 was structured similarlyperformance and contributions to the program in 2020Company. Following its annual review, the Committee determined that adjustments to the weights and potential payout of 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:features to the 2023 Performance-Based Bonus Plan.
› Target incentive opportunities, › To balance the | |
› 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 NEOs was set at 200% of achievement of stated goals1. › The achievement of Corporate | |
1. | For Mr. Teo, there was no change to the maximum achievement percentage of Individual Goals. |
The financial, strategic, and individual goal weights for each NEO were determinedapproved as follows:
Corporate Performance | |||||
Executive | Title | Target Bonus % of Salary | Financial | Strategy | Individual |
Dominic Ng | Chairman and CEO | 145% | 70% | 30% | - |
Christopher J. Del Moral-Niles | Executive Vice President, Chief Financial Officer | 100% | n/a | n/a | n/a |
Irene H. Oh | Executive Vice President, Chief Risk 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 | 80% | 21% | 9% | 70% |
Executive | Title | Target Bonus % of Salary | Corporate Performance | Individual | |
Financial | Strategic | ||||
Dominic Ng | Chairman and CEO | 100% | 70% | 30% | -- |
Irene H. Oh | Executive Vice President, Chief Financial Officer | 80% | 35% | 15% | 50% |
Douglas P. Krause | Vice Chairman, Chief Corporate Officer | 80% | 35% | 15% | 50% |
Parker L. Shi | Executive Vice President, Chief Operating Officer | 100% | 21% | 9% | 70% |
Nick Huang | Executive Vice President, Head of Commercial Banking | n/a | n/a | n/a | n/a |
Mr. Del Moral-Niles joined the Company in October 2023 and did not have individual goals in 2023. The corporate goals were also not applicable to Mr. Del Moral-Niles in 2023.
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2021
COMPENSATION DISCUSSION AND ANALYSIS |
2023 Financial Metrics
Financial metrics comprised 70% of the Performance-Based Bonus Plan Corporate Goals.Goals in 2023. On an annual basis, the Company evaluates the performance metrics used, and modifies the metrics and the weightings as deemed appropriate. In 2021,2023, the Company updated the metrics to more closely align with its priorities. Askey priorities for the Company entered its second year, of navigating the uncertainties arising from COVID, the 2021 financial metrics focused primarily onincluding growing operating earnings (“EPS”), total loans, total deposits, and PTPPpre-tax, pre-provision (“PTPP”) income, while managing domestic cost of deposits and credit quality. The weighting allocationsfor the financial metrics consisted of 55%80% on growth, including adjustedoperating EPS, PTPP income, and average total loan (excluding PPP),loans and 45%deposits growth, and 20% on deposits cost and credit quality. Specific to the growth metrics, the weightings were 20%30% for adjustedoperating EPS, 15%20% for PTPP income, and 20%15% for average total loanloans growth, (excluding PPP).and 15% for average total deposits growth. The balance of the weightings consisted of 15%20% for YTD domestic cost of deposits and a total of 30% for credit quality of classifiedthe year-end criticized loans ratio (15%) and for special loan ratio (15%).
ratio.
For 2021,2023, target adjustedoperating EPS was set at 25%10% higher than the actual 20202022 adjusted EPS. Target PTPP income, average total loans growth, and loanaverage total deposits growth for 20212023 were set to be 3%17%, 9%, and 6%2% higher, respectively, than 20202022 results, which positioned the Company at the top quartile (ranked in the 76th84th percentile, the 73rd percentile, and 82nd82nd percentile, respectively) against the same metrics provided inas measured by analyst consensus estimates for the Proxy Peer Group’s management guidance and outlook for 2021. YTD domestic cost of deposits was set at 0.15%, compared to 0.43% as of December 31, 2020.Group. For credit quality, target metricsmetric for classifiedyear-end criticized loans and special mention loans ratios wereratio was set to be equivalent to the average ratios for 2020, with a maximum threshold2.50% based on both metrics reaching pre-pandemic levels.recent historical ratios and the mean criticized loan ratio for the Peer Group.
The 20212023 financial metrics, measured against actual results, are summarized as follows:
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COMPENSATION DISCUSSION AND ANALYSIS |
20212023 Strategic Metrics and Results
In determining the 20212023 Performance-Based Bonus payouts for the strategic component, thethe Compensation Committee evaluated management’s performance in threefour key strategic areas: Bridge Banking, Operational Excellence,Back to Basics, Deepen Customer Relationships, Strategic Growth, and Leadership DevelopmentTalent & Human Capital Management.
We continued to deliver strong multi-year financial performance based on our strategic focus on commercial banking, bridge banking, and Succession Planning.
The Board recognized that the Company continued towealth management. To invest in our future, improve efficiency, and strengthen our risk management, we focused on technologicalproduct innovation, improved service levels, and digital innovation, recruitedcontinued to reinforce our credit culture. In 2023, we continued to deliver development programs and retainedenabled leaders and top talent enhancedto build their knowledge, skills, and experience to become better leaders and effective team members in managing and driving growth of our cross-border businesses to drive growth, and strengthened our risk and control environment. By prioritizing the development of a comprehensive executive leadership program, the Company created a highly effective management development initiative and a rigorous talent review process that identifies and retains top talent.business.
| ||
| ||
› Continued to › Continued to evolve our processes and platforms to maintain competitive differentiation and address enterprise sustainability pain points; and
|
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. |
Deepen Customer Relationships | › Continued to deepen our customer relationships and bring our products to our customers; and › Increased product penetration to mono-line branch customers and penetration of existing fee products in existing customer base. |
Talent & Human Capital Management | › Continued to strengthen business continuity by designating a back-up delegate or successor for critical positions; and › Continued to enhance goal setting process to strengthen performance management practices and align associates’ efforts with strategic priorities. |
At its March 20222024 meeting, the Compensation Committee approved the achievement of the executive team’s efforts at 108%a total of 141% for this component.the strategic component, based on the following weights: (i) 30% for Back to Basics
2021EAST WEST BANCORP 2024 Proxy Statement 48
COMPENSATION DISCUSSION AND ANALYSIS |
with 139% results, (ii) 20% for Deepen Customer Relationships with 138% results, (iii) 25% for Strategic Growth with 130% results, and (iv) 25% for Talent & Human Capital Management with 156% results.
2023 Individual Metrics
The Board consideredrecognized that under Mr. Ng’s leadership, the Company continued to buildsuccessfully built upon its strong financial momentum from prior years.years and achieved record 2023 financial results while the banking industry continues to face economic uncertainty. In 2021,2023, the Company achieved record earnings of $6.10$8.18 per diluted share, up by 54%3% from the previous year, record net income of $873 million,$1.2 billion, record revenuerevenues of $1.8$2.6 billion, record assets of $60.9$69.6 billion, record loans of $41.7$52.2 billion, and record deposits of $53.4$56.1 billion. In addition, the Company reported a return on average assets of 1.47%1.71%, return on average equity of 15.7%17.91%, and return on average tangible equity of 17.2%19.35% for 2021, as well as delivered2023, with a three-year TSR of 22%54% compared to the Peer Group’s 13%27% and KRX’s 14%BKX’s 19%. For its financial results, the Company was ranked No. 1 performing bank among the 300 largest publicly traded U.S. banks by Bank Director scorecard. The Board recognized that underUnder Mr. Ng’s leadership, the Company continues to deploy its growth strategy in commercial and bridge banking, strategy, invest in our technologicalomni-channel banking, and digital transformation, improve operational excellence, strengthenwealth management, while continuously strengthening our risk and control environment,management practices, improving operational excellence, and actively promotedeveloping and hiring talent. Under Mr. Ng’s leadership, developmentthe Company was included in American Banker’s annual survey of most reputable U.S. banks for the first time in 2023, ranking at #3 among non-customers and retain top talent.#5 among customers. The Company’s strong financial performance also earned it the #1 performing bank rankings from S&P Global Market Intelligence and Bank Director.
For the other NEOs, the Compensation Committee concluded as follows: (i) Ms. Oh continued to lead the finance functions, including accounting, financial planning and analysis, investor relations, treasury, tax and facilities; further, she also led fee
i. | Mr. Del Moral-Niles joined the Company in late 2023 and did not have individual goals in 2023. As the newly appointed Chief Financial Officer, he effectively delivered the Company’s fourth quarter earnings, establishing credibility across the analyst and investor community, and drove improvements in the Company’s financial forecasting processes as well as goal-setting processes for certain business units. |
ii. | Ms. Oh served as the Chief Financial Officer through September 2023, and in that role, she maintained strong capital positions and implemented effective asset/liability management in a challenging 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. In October 2023, Mr. Oh assumed the role of Chief Risk Officer and dedicated her efforts to, and leadership on, enhancing and safeguarding risk management and controls for the Company. |
iii. | Mr. Krause continued to focus on and maintain our disciplined credit culture. He significantly improved asset quality in 2023 while supporting strong loan growth and promoting collaboration between the credit team and frontline business units. Mr. Krause also continued to develop the management information system for earlier identification of weaknesses in loans and portfolios, while maintaining strong compliance programs across the Company. |
iv. | Mr. Shi led the overall corporate development strategy and oversaw day-to-day operations across the Company. He continued to lead the Company’s Back-to-Basics initiative, including launching the SMART (Specific, Measurable, Achievable, Realistic, and Timely) goal-setting program across various corporate departments and enhancing the Company’s cybersecurity programs and controls monitoring systems through business innovation and new technologies. |
v. | Mr. Teo continued to enhance our leadership development programs, including top talent and succession planning programs across the Company, as well as a range of training programs, nurturing employees’ capabilities of career advancement. Under Mr. Teo’s leadership, the Company also established the Diversity Council and Employee Resource Groups, contributing to its top 5 ranking in Fortune’s Best Workplaces for Women™ in 2023. |
income business units, including foreign exchange, derivative contracts, and cash management; (ii) Mr. Krause provided leadership in credit management, strengthened credit culture, and significantly improved asset quality in 2021 while supporting strong loan growth; he also led compliance, CRA efforts, external relations, and security; (iii) Mr. Shi led corporate development strategy and alignment, directed technology transformation in the consumer banking units, and oversaw day-to-day operations across the Company; and (iv) Mr. Huang joined the Company in late 2021 and did not have individual goals in 2021.EAST WEST BANCORP 2024 Proxy Statement 49
2021
COMPENSATION DISCUSSION AND ANALYSIS |
2023 Performance-Based Bonus for NEOs
After taking into account the Company’s financial and strategic performance, the Compensation Committee determined that the NEOs had a payout of 171%120% for the corporate component, which consisted of a 198%111% payout for the financial metrics (70% weighting) and a 108%141% payout for the strategic metrics (30% weighting). Payouts for the individual component (excluding the CEO) ranged from 89%126% to 95%142%. Overall payouts (excluding the CEO) ranged from 118%122% to 132%128%.
For 2021, each NEO2023, Mr. Del Moral-Niles’ bonus amount was determined based on his target bonus and his duration of employment with the Company. All other NEOs were awarded the performance-based bonus amounts set forth in the table below. Mr. Shi joined the Company in June 2021, and his 2021 actual bonus payout amount was pro-rated based on the month of employment. Mr. Huang joined the Company in November 2021 to oversee commercial lending and operations in Asia. Because he joined late in the year, he was not eligible to participate in the annual performance-based bonus in 2021.
Target Weightings | 2021 Payout (as a % of Target) | ||||||||
Executive | Target Bonus as % Salary | Corporate Performance | Individual | Corporate Performance | Individual | Total Payout | |||
Financial | Strategic | Financial | Strategic | ||||||
Dominic Ng | 100% | 70% | 30% | - | 198% | 108% | - | 171% | |
Irene H. Oh | 80% | 35% | 15% | 50% | 198% | 108% | 89% | 130% | |
Douglas P. Krause | 80% | 35% | 15% | 50% | 198% | 108% | 94% | 132% | |
Parker L. Shi | 100% | 21% | 9% | 70% | 198% | 108% | 95% | 118% | |
Nick Huang | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Target Weightings | 2023 Payout (as a % of Target) | |||||||
Corporate Performance | Corporate Performance | |||||||
Executive | Target |
Financial |
Strategic |
Individual |
Financial |
Strategic |
Individual | Total Payout |
Dominic Ng | 145% | 70% | 30% | - | 111% | 141% | - | 120% |
Christopher J. Del Moral-Niles | 100% | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Irene H. Oh | 100% | 45% | 20% | 35% | 111% | 141% | 142% | 128% |
Douglas P. Krause | 100% | 45% | 20% | 35% | 111% | 141% | 142% | 128% |
Parker L. Shi | 100% | 45% | 20% | 35% | 111% | 141% | 126% | 122% |
Gary Teo | 80% | 21% | 9% | 70% | 111% | 141% | 127% | 125% |
Long-Term Incentive Awards
Long-term incentive (“LTI”) Awards
LTI awards are compensation awards designed to align 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 for our executive officers, the Compensation Committee believes it is important to take into account not only the grant date values included in the “Summary“Summary Compensation Table,,” but also to consider the effect of the year-end value of our stock on those awards over time. The timing of the grants generally follows the filing of the Company’s annual report on Form 10-K and occurs before the start of the Company’s “blackout period,” during which insiders may not engage in Company stock transactions. LTI awards issued in 2021were2023 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 percent of the value of LTI awards granted to our NEOs is made through performance-based restricted stock units (“PSUs”). Awards are subject to three one-year performance periods (for example, January 1, 2021, through December 31, 2021, January 1, 2022, through December 31, 2022, andfor awards granted in 2023: January 1, 2023, through December 31, 2023, for awards granted in 2021)2023; January 1, 2024, through December 31, 2024; and January 1, 2025, through December 31, 2025), and are payable at the end of the three-year period. Each year, an NEO is eligible to earn a “target” number of PSUs equal to one third of the total PSUs granted based on actual performance. As described below, the actual number of
PSUs earned may be higher or lower than the target amount depending
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COMPENSATION DISCUSSION AND ANALYSIS |
on the Company’s financial performance that year relative to the Long-Term Performance Peer Group, which iswas defined as the banks in the KRX.KBW Nasdaq Bank Index (“BKX”). The actual number of PSUs earned in a year can range from 0% to 200% of the target 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% | >= | ||
ROE | 37.5% | >= | ||
TSR | 25% | >= |
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 competitive market for executive talent, and the benefits of incentive compensation tied to performance of the Company’s common stock.
As described above, the Compensation Committee also considers the Company’s financial performance relative to the Long-Term Performance Peer Group in determining the actual number of PSUs awarded in a particular year. In 2020,2022, the Company’s ROA and ROE of 1.16%1.80% and 11.17%19.51% respectively, were above the 20202022 median ROA and ROE of 0.90%1.19% and 7.70%10.77% respectively, for the Long-term Performance Peer Group, and ranked 80thin the 98th percentile and 92nd percentilefor both metrics relative to the Long-term Performance Peer Group. The Company’s TSR in 20202022 ranked 94th22nd percentile relative to the Long-term Performance Peer Group. Taking into account the various factors above, the Compensation Committee approved the 20212023 LTI awards for each NEO, which are summarized in the table 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. In addition to their annual PSUs, Messrs. Ng, Krause, Shi, and KrauseTeo, and Ms. Oh were each granted an award of 3029 RSUs on February 12, 2021,January 23, 2023, as part of the Spirit of Ownership Program. Program(1)1
. Mr. Del Moral-Niles joined the Company in late 2023 and did not receive the Spirit of Ownership grant. Upon joining the Company, Mr. ParkerDel Moral-Niles received a sign-on grant of 4,3059,781 RSUs on June 14, 2021, and an additional grant of 13,237 RSUs on December 1, 2021, in connection with his appointment to Executive Vice President, Chief Operating Officer. Upon joining the Company, Mr. Huang received a sign-on grant of 3,573 RSUs on November 15, 2021.
NEO | 2021 Target PSUs | 2021 RSUs |
Dominic Ng | 65,194 | 30 |
Irene H. Oh | 10,294 | 30 |
Douglas P. Krause | 8,922 | 30 |
Parker L. Shi | 0 | 17,542 |
Nick Huang | 0 | 3,573 |
PSU Payouts
The PSUs awarded in 2019 had three one-year performance periods, with the last performance period ending on December 31, 2021. The Compensation Committee determined that the PSUs paid out at 150% for 2019, 199.4% for 2020, and 196.9% for 2021 of target 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. Please refer to the Option Exercises and Stock Vested table on
October 2, 2023.
NEO | 2023 Target PSUs | 2023 RSUs |
Dominic Ng | 59,344 | 29 |
Christopher J. Del Moral-Niles | - | 9,781 |
Irene H. Oh | 11,210 | 29 |
Douglas P. Krause | 11,210 | 29 |
Parker L. Shi | 9,232 | 29 |
Gary Teo | 5,275 | 29 |
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 |
page 55 for the number of shares each NEO earned. Messrs. Shi and Huang joined the Company in 2021 and did not participate in the 2019-2021 PSU program.Payouts
The PSUs awarded in 2020 have2021 had three one-year performance periods. The first twoperiods, with the last performance periods endedperiod ending on December 31, 2020 and December 31, 2021, respectively. The Compensation Committee determined that the PSUs were earned at 199.4% of target in 2020 and 196.9% of target in 2021 based2023. 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 last performance period endsGroup, the Compensation Committee determined that the PSUs paid out at 196.9% of target for 2021, resulting from a 96th percentile rank for TSR, 77.5th percentile
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COMPENSATION DISCUSSION AND ANALYSIS |
rank for ROA, and 92nd percentile rank for ROE; 150.0% of target for 2022 resulting from a 22nd percentile rank for TSR, 98th percentile rank for ROA, and 98th percentile rank for ROE; and 187.7% of target for 2023 resulting from a 65th percentile rank for TSR, 100th percentile rank for ROA, and 100th percentile rank for ROE. Please refer to the Option Exercises and Stock Vested table on December 31, 2022. Earnedpage 58 for the number of shares willeach NEO earned. Mr. Shi and Mr. Del Moral-Niles did not be payable untilparticipate in the end of2021 – 2023 PSU program, because Mr. Shi joined the third year.Company in 2021 after the PSU grant and Mr. Del Moral-Niles joined the Company in late 2023.
The PSUs awarded in 20212022 have three one-year performance periods. The first two performance periodperiods ended on December 31, 2021. The Compensation Committee determined that the PSUs were earned at 196.9% of target in 2021 based2022, and December 31, 2023, respectively. 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.Group, the Compensation Committee determined that the PSUs were earned at 150.0% of target in 2022 resulting from a 22nd percentile rank for TSR, 98th percentile rank for ROA, and 98th percentile rank for ROE; and 187.7% of target in 2023 resulting from a 65th percentile rank for TSR, 100th percentile rank for ROA, and 100th percentile rank for ROE. The second and last performance periods endperiod ends on December 31, 2022 and December 31, 2023, respectively.2024. Earned shares will not be payable until the end of the third year.
The PSUs awarded in 2023 have three one-year performance periods. The first performance period ended on December 31, 2023. 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 187.7% of target in 2023 resulting from a 65th percentile rank for TSR, 100th percentile rank for ROA, and 100th percentile rank for ROE. The second and last performance periods end on December 31, 2024, and December 31, 2025, 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, 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 meet 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. 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 2021, one NEO, Mr.2023, 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’s account are then hypothetically or “notionally” invested in one or more investment funds selected by such participant, with gains or losses adjusted based on the rate of return on the assets in each notional investment fund. The available investment funds used to track such notional investment returns are substantially the same as those offered under our 401(k) Plan. Returns on participant contributions are not guaranteed. The Company has the discretion to make contributions to the Deferred Compensation Plan on behalf of its participants. In 2021,2023, 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 an automobile allowance for the Head of 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 are permitted in recognition of their extensive business-related travel.
The Compensation Committee reviews the perquisites provided to the NEOs annually as part of their overall review of executive compensation. Based on a review of competitive pay data provided by its external independent compensation consultant, the Compensation Committee determined that the perquisites provided in 20212023 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 TableTable” ” under the “All Other Compensation” column on page 5255 together with the accompanying footnotes.
EAST WEST BANCORP 2024 Proxy Statement 52
COMPENSATION DISCUSSION AND ANALYSIS |
Other Compensation Policies and Information
In
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.
Stock Ownership Guidelines
STOCK OWNERSHIP GUIDELINES
The Company maintains the following stock ownership and holding guidelines for our NEOs, and they are reviewed periodically by the Nominating/Corporate Governance Committee.
CEO | › 6x annual base salary |
NEOs (other than CEO) | › 1x annual base salary |
NEOsNEOs 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 2021.2023.
ClawbacksCLAWBACKS FOR ANY RESTATEMENT; EXECUTIVE COMPENSATION RECOVERY POLICY
In 2023, the Company adopted an Executive Compensation Clawback Policy (the “Clawback Policy”) that provides for Any Restatement;clawback of erroneously awarded incentive-based compensation received by the Company’s current or former executive officers. The Clawback Policy was adopted pursuant to Nasdaq listing standards that implemented the clawback provisions of the Dodd-Frank Act. The Clawback Policy replaced the Company’s 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,the Clawback 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 for the reason of the restatement, and the affected officers will be required to repay the Company the amount of any incentive payment or incentive award received in excess of what would have been paid based on the restated numbers.
Trading Restrictions; No Hedging or Pledging of Common Stock
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 Ups
NO TAX GROSS UPS
We do not provide for any tax gross ups of excise or other taxes on severance payments or in connection with a change in control.
Compensation Program Risk Analysis
EAST WEST BANCORP 2024 Proxy Statement 53
COMPENSATION DISCUSSION AND ANALYSIS |
COMPENSATION 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; short-term and long-termlong- term programs; caps on incentive payouts; governance controls in place to establish, review and approve goals; use of multiple performance measures; Compensation Committee discretion on individual awards; use of Stock Ownership Guidelines; use and provisions in severance/change of control policies; use of the Executive Compensation Recovery Policy, and Compensation Committee oversight of compensation programs.
The Compensation Committee, along with the independent compensation consultant, determined that the Company’s compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.
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 to the 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, 2021.2023.
THE COMPENSATION COMMITTEE | ||
Jack C. Liu, Chairman Molly Campbell Archana Deskus Serge Dumont Sabrina Kay Lester M. Sussman |
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 2021, 2020,2023, 2022, and 20192021 compensation for the 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 | 2023 | $1,275,000 | - | $4,745,307 | - | $2,218,500 | $119,743 | $8,358,550 |
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 | |
Christopher J. Del Moral- Niles Executive Vice President and Chief Financial Officer | 2023 | $150,0005 | $350,000 | $500,000 | - | - | $150 | $1,000,150 |
2022 | - | - | - | - | - | - | - | |
2021 | - | - | - | - | - | - | - | |
Irene H. Oh Executive Vice President and Chief Risk Officer | 2023 | $697,489 | - | $897,958 | - | $895,843 | $14,850 | $2,506,140 |
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 | |
Douglas P. Krause Vice Chairman and Chief Corporate Officer | 2023 | $629,597 | - | $897,958 | - | $812,690 | $37,530 | $2,377,775 |
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 | |
Parker L. Shi Executive Vice President and Chief Operating Officer | 2023 | $813,539 | - | $739,848 | - | $995,765 | $15,450 | $2,564,602 |
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 | |
Gary Teo Executive Vice President and Chief Human Resources Officer | 2023 | $425,080 | - | $423,627 | - | $429,058 | $14,850 | $1,292,615 |
2022 | 398,296 | 120,000 | 352,001 | - | 273,573 | 29,969 | 1,173,839 | |
2021 | 379,330 | - | 321,860 | - | 272,126 | 28,520 | 1,001,836 |
Name and Principal Position | Year | Salary ($) | Bonus ($) (4) | Stock Awards | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | ||||||||
Dominic Ng | 2021 | $1,275,000 | - | $5,065,596 | - | $2,181,270 | $127,306 | $8,649,172 | ||||||||
Chairman and Chief | 2020 | 1,275,000 | - | 4,487,082 | - | 1,034,025 | 137,668 | 6,933,775 | ||||||||
Executive Officer | 2019 | 1,262,308 | - | 5,100,074 | - | 930,750 | 120,109 | 7,413,241 | ||||||||
Irene H. Oh | 2021 | 649,358 | - | 801,528 | - | 677,818 | 15,555 | 2,144,259 | ||||||||
Executive Vice President | 2020 | 635,524 | - | 749,529 | - | 414,324 | 22,012 | 1,821,389 | ||||||||
and Chief Financial Officer | 2019 | 608,154 | - | 822,634 | - | 400,644 | 14,985 | 1,846,417 | ||||||||
Douglas P. Krause | 2021 | 541,900 | - | 694,926 | - | 578,542 | 25,150 | 1,840,518 | ||||||||
Vice Chairman and Chief | 2020 | 516,692 | - | 560,159 | - | 439,088 | 41,932 | 1,557,871 | ||||||||
Corporate Officer | 2019 | 496,615 | - | 617,481 | - | 324,400 | 32,984 | 1,471,480 | ||||||||
Parker L. Shi | 2021 | 400,769(5) | 150,000 | 1,300,071 | - | 519,520 | 392,367 | 2,762,727 | ||||||||
Executive Vice President | 2020 | - | - | - | - | - | - | - | ||||||||
and Chief Operating Officer | 2019 | - | - | - | - | - | - | - | ||||||||
Nick Huang | 2021 | 100,962(5) | 518,750 | 300,061 | - | - | 84,751 | 1,004,524 | ||||||||
Executive Vice President and Head of Commercial | 2020 | - | - | - | - | - | - | - | ||||||||
Banking | 2019 | - | - | - | - | - | - | - |
Represents the aggregate grant date fair values of the RSUs and performance-based RSUs granted in |
Represents incentive compensation earned under our Performance-Based Bonus Plan in |
Includes: for Mr. Ng, (i) |
Includes: Mr. Del Moral-Niles’ sign-on bonus of $200,000 and discretionary bonus of $150,000, which was determined based on his target bonus and his duration of employment with the Company in 2023, Mr. Shi’s sign-on bonus of |
Mr. |
EAST WEST BANCORP 2024 Proxy Statement 55
COMPENSATION DISCUSSION AND ANALYSIS |
The table below summarizes all plan-based awards granted by the Compensation Committee to the NEOs in 2021.2023.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | Estimated Future Payouts Under |
| |||||||
Name |
Grant Date |
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)3 |
Grant Date Fair Value of Stock Award ($)4 |
Dominic Ng | 01/23/2023 | - | - | - | - | - | - | 29 | 2,000 |
03/01/2023 | 924,375 | 1,848,750 | 3,697,500 | 29,672 | 59,344 | 118,688 | - | 4,743,307 | |
Christopher J. Del Moral-Niles |
10/02/2023 |
- |
- |
- |
- |
- |
- |
9,781 |
500,000 |
Irene H. Oh | 01/23/2023 | - | - | - | - | - | - | 29 | 2,000 |
03/01/2023 | 350,568 | 701,137 | 1,402,274 | 5,605 | 11,210 | 22,420 | - | 895,958 | |
Douglas P. Krause | 01/23/2023 | - | - | - | - | - | - | 29 | 2,000 |
03/01/2023 | 318,427 | 636,854 | 1,273,709 | 5,605 | 11,210 | 22,420 | - | 895,958 | |
Parker L. Shi | 01/23/2023 | - | - | - | - | - | - | 29 | 2,000 |
03/01/2023 | 408,000 | 816,000 | 1,632,000 | 4,616 | 9,232 | 18,464 | - | 737,848 | |
Gary Teo | 01/23/2023 | - | - | - | - | - | - | 29 | 2,000 |
03/01/2023 | 171,761 | 343,521 | 687,043 | 2,638 | 5,275 | 10,550 | - | 421,627 |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (3) (#) | Grant Date Fair Value of Stock Award ($) (4) | |||||||||||||||
Name
| Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target | Maximum (#) | |||||||||||
Dominic Ng | 02/12/2021 | 30 | 2,015 | |||||||||||||||
03/04/2021 | 637,500 | 1,275,000 | 2,550,000 | 32,597 | 65,194 | 130,388 | - | 5,063,581 | ||||||||||
Irene H. Oh | 02/12/2021 | 30 | 2,015 | |||||||||||||||
03/04/2021 | 260,549 | 521,098 | 1,042,195 | 5,147 | 10,294 | 20,588 | - | 799,513 | ||||||||||
Douglas P. Krause | 02/12/2021 | 30 | 2,015 | |||||||||||||||
03/04/2021 | 218,400 | 436,800 | 873,600 | 4,461 | 8,922 | 17,844 | - | 692,911 | ||||||||||
Parker L. Shi | 06/14/2021 | 4,305 | 300,015 | |||||||||||||||
12/01/2021 | 13,237 | 1,000,055 | ||||||||||||||||
Nick Huang | 11/15/2021 | 3,573 | 300,061 |
1. | These grants show the potential payment for our NEOs under our formula-based Performance-Based Bonus Plan. Additional information regarding the |
Represents performance-based RSUs that cliff vest on March |
Represents (i) RSUs granted on |
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”above. |
The table below sets forth the outstanding equity awards held by the NEOs as of December 31, 2021.2023. There were no outstanding option awards held by NEOs as of December 31, 2021.2023. With the exception of (i) the RSUs granted on February 4, 2019,12, 2021, February 1, 2022, and January 24, 2020, and February 12, 202123, 2023, as part of the all-employee Spirit of Ownership Program, (ii) Mr. Del Moral-Niles’ sign-on RSUs granted in 2023, (iii) Mr. Shi’s sign-on and additional RSUs granted in 2021, and (iii)(iv) Mr. Huang’s sign-onTeo’s RSUs granted in 2021,on 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.
EAST WEST BANCORP 2024 Proxy Statement 56
COMPENSATION DISCUSSION AND ANALYSIS |
Outstanding Equity Awards at Year-End
Stock Awards | ||||||||||
Name | Grant Date | Number of Shares or Units of Stock That Have | Market Value of Shares or Units of Stocks That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | |||||
Dominic Ng | 02/04/2019 | 39 | (3) | 3,069 | - | - | ||||
03/06/2019 | 169,882 | (4) | 13,366,316 | - | - | |||||
01/24/2020 | 41 | (3) | 3,226 | - | - | |||||
03/04/2020 | 148,892 | (5) | 11,714,823 | 75,151 | (5) (7) | 5,912,881 | ||||
02/12/2021 | 30 | (3) | 2,360 | - | - | |||||
03/04/2021 | 42,784 | (6) | 3,366,245 | 86,926 | (6) (7) | 6,839,338 | ||||
Irene H. Oh | 02/04/2019 | 39 | (3) | 3,069 | - | - | ||||
03/06/2019 | 27,346 | (4) | 2,151,583 | - | - | |||||
01/24/2020 | 41 | (3) | 3,226 | - | - | |||||
03/04/2020 | 24,816 | (5) | 1,952,523 | 12,526 | (5) (7) | 985,546 | ||||
02/12/2021 | 30 | (3) | 2,360 | - | - | |||||
03/04/2021 | 6,756 | (6) | 531,562 | 13,726 | (6) (7) | 1,079,962 | ||||
Douglas P. Krause | 02/04/2019 | 39 | (3) | 3,069 | - | - | ||||
03/06/2019 | 20,510 | (4) | 1,613,727 | - | ||||||
01/24/2020 | 41 | (3) | 3,226 | - | - | |||||
03/04/2020 | 18,530 | (5) | 1,457,940 | 9,353 | (5) (7) | 735,894 | ||||
02/12/2021 | 30 | (3) | 2,360 | - | - | |||||
03/04/2021 | 5,856 | (6) | 460,750 | 11,896 | (6) (7) | 935,977 | ||||
Parker L. Shi | 06/14/2021 | 4,305 | (3) | 338,717 | - | - | ||||
12/01/2021 | 13,237 | (3) | 1,041,487 | - | - | |||||
Nick Huang | 11/15/2021 | 3,573 | (3) | 281,124 | - | - |
Name |
Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)1 | Market Value of Shares or Units of Stocks That Have Not Vested ($)2 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)2 |
Dominic Ng | 02/12/2021 | 303 | 2,159 | - | - |
03/04/2021 | 116,1644 | 8,358,000 | - | - | |
02/01/2022 | 233 | 1,655 | - | - | |
03/04/2022 | 65,5415 | 4,716,682 | 38,8205 7 | 2,793,099 | |
01/23/2023 | 293 | 2,087 | - | - | |
03/01/2023 | 37,1236 | 2,671,000 | 37,1236 7 | 2,671,000 | |
Christopher J. Del Moral- Niles |
10/02/2023 |
9,7813 |
703,743 |
- |
- |
Irene H. Oh | 02/12/2021 | 303 | 2,159 | - | - |
03/04/2021 | 18,3424 | 1,319,707 | - | - | |
02/01/2022 | 233 | 1,655 | - | - | |
03/04/2022 | 12,3805 | 890,740 | 7,3335 7 | 527,609 | |
01/23/2023 | 293 | 2,087 | - | - | |
03/01/2023 | 7,0136 | 504,585 | 14,9476 7 | 1,075,413 | |
Douglas P. Krause | 02/12/2021 | 303 | 2,159 | - | - |
03/04/2021 | 15,8984 | 1,143,861 | - | - | |
02/01/2022 | 233 | 1,655 | - | - | |
03/04/2022 | 10,9745 | 789,591 | 6,5005 7 | 467,675 | |
01/23/2023 | 293 | 2,087 | - | - | |
03/01/2023 | 7,0136 | 504,585 | 14,9476 7 | 1,075,413 | |
Parker L. Shi | 06/14/2021 | 4,3053 | 309,745 | - | - |
12/01/2021 | 13,2373 | 952,402 | - | - | |
02/01/2022 | 233 | 1,655 | - | - | |
03/04/2022 | 10,1955 | 733,551 | 6,0395 7 | 434,506 | |
01/23/2023 | 293 | 2,087 | - | - | |
03/01/2023 | 5,7766 | 415,583 | 12,3096 7 | 885,657 | |
Gary Teo | 02/12/2021 | 303 | 2,159 | - | - |
03/04/2021 | 4,7614 | 342,554 | - | - | |
02/01/2022 | 233 | 1,655 | - | - | |
03/04/2022 | 4,5293 | 325,862 | - | - | |
01/23/2023 | 293 | 2,087 | - | - | |
03/01/2023 | 3,3006 | 237,435 | 7,0336 7 | 506,048 |
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 year. Dividends are accrued on the performance RSUs and paid at the time of vesting. |
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, |
Reflects RSUs that will cliff vest three years from the date of grant, assuming that the employee remains employed through such |
This equity RSU granted on March 4, |
5. | This equity RSU granted on March 4, 2022, cliff vests on March 4, |
This equity RSU granted on March |
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. |
EAST WEST BANCORP 2024 Proxy Statement 57
COMPENSATION DISCUSSION AND ANALYSIS |
The following table summarizes, for the NEOs, the option exercises and stock awards vested during 2021.2023. 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.
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 ($) (1) | ||||
Dominic Ng | - | - | 110,856 | 8,512,403 | ||||
Irene H. Oh | - | - | 17,271 | 1,326,011 | ||||
Douglas P. Krause | - | - | 12,345 | 947,743 | ||||
Parker L. Shi | - | - | - | - | ||||
Nick Huang | - | - | - | - |
Option Awards | Stock Awards | |||
Name | Number of Shares Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on | Value Realized on Vesting ($)1 |
Dominic Ng | - | - | 205,297 | 15,304,638 |
Christopher J. Del Moral-Niles | - | - | - | - |
Irene H. Oh | - | - | 34,251 | 2,553,158 |
Douglas P. Krause | - | - | 25,586 | 1,907,183 |
Parker L. Shi | - | - | - | - |
Gary Teo | - | - | 7,056 | 525,771 |
The amount represents the number of shares vested multiplied by the closing price of the Company’s common stock on the Nasdaq on the vesting date. It excludes any reduction in value associated with the cancellation of shares for tax withholding purposes. |
The following table summarizes information about NEO participation in our nonqualified Deferred Compensation Plan, which is described on page 4952 above, in the “Retirement Programs and PerquisitesPerquisites”” section. In 2021,2023, Mr. Ng and Mr. Shi was the only NEO who participated and made contributioncontributions to the Deferred Compensation Plan.
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation in 2023 | |||||
Name | Executive Contributions in 2023 ($)1 | Registrant Contributions in 2023 ($) | Aggregate Earnings in 2023 ($)2 | Aggregate Withdrawals/ Distributions ($) | Aggregate 2023 ($) |
Dominic Ng | 2,837,513 | - | 377,888 | - | 3,831,305 |
Christopher J. Del Moral-Niles | - | - | - | - | - |
Irene H. Oh | - | - | - | - | - |
Douglas P. Krause | - | - | - | - | - |
Parker L. Shi | 1,608,035 | - | 476,229 | - | 2,778,401 |
Gary Teo | - | - | 4,607 | - | 64,719 |
Nonqualified Deferred Compensation in 2021 | ||||||||||
Name | Executive Contributions in 2021 ($) (1) | Registrant Contributions in 2021 ($) | Aggregate Earnings in 2021 ($) (2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at December 31, 2021 ($) | |||||
Dominic Ng | - | - | - | - | - | |||||
Irene H. Oh | - | - | - | - | - | |||||
Douglas P. Krause | - | - | - | - | - | |||||
Parker L. Shi | 132,308 | - | 2,102 | - | 134,410 | |||||
Nick Huang | - | - | - | - | - |
The amounts included in this column are included in the Summary Compensation Table for |
Reflects hypothetical or “notional” gains on account balances based on the NEO’s selected investments. |
55
EAST WEST BANCORP 2024 Proxy Statement 58
COMPENSATION DISCUSSION AND ANALYSIS |
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, 2021,2023, 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, 2021,2023, 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 with the exception of Mr. Huang.Messrs. Del Moral-Niles and 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, 20215, 2024, to provide for a termination date of March 4, 2024.5, 2027. In addition to 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, 2021,2023, for any reason other than Cause, he would be entitled to receive severance payments totaling $10,458,913.$10,590,285. 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, 2021,2023, for any reason other than Cause, the market value of his RSUs, which would accelerate in vesting, was $34,832,147$19,993,665 based on the closing price of the Company’s common stock as of that date.
Chief Financial Officer
EAST WEST BANCORP 2024 Proxy Statement 59
COMPENSATION DISCUSSION AND ANALYSIS |
Chief Risk Officer
On December 21, 2016, the Bank entered into an Executive Employment Agreement with its Chief FinancialRisk Officer, Ms. Oh (the “Oh Employment Agreement”). The Oh Employment Agreement, effective as of December 21, 2016, had an initial term of two years and was subject to annual renewal thereafter as may be agreed by the Bank’s Board of Directors and Ms. Oh. The Oh Employment Agreement was reapproved by the Board and amended December 21, 20212023, to provide for a termination date of December 21, 2022.2024.
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 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. Ms. Oh will also be eligible to receive annual stock grants as approved by the Board. In addition, Ms. Oh will be entitled to participate in all employee benefit plans and perquisite arrangements available to senior executives of the Bank and shall receive reimbursement of reasonable business expenses. Ms. Oh’s employment with the Bank may be terminated by the Bank with or without Cause (as defined in the Oh Employment Agreement), in the event of disability (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 Ms. Oh terminates her employment due 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 Bank of her employment agreement or any other material agreement between her and the Bank which causes her material harm; or (iii) if, 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 (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 termination of Ms. Oh’s employment by the Bank without Cause, and contingent upon Ms. Oh’s execution and non-revocation of a general release of claims, the Bank shall pay to Ms. Oh the following: (i) a single lump sum amount consisting of an amount equal to two times of Ms. Oh’s then annual base salary and an amount equal to the annual cash bonus payout last received by Ms. Oh; and (ii) any annual bonus earned but unpaid with respect to a performance year ending on or preceding the date of termination. Under the assumption that Ms. Oh’s employment with the Company was terminated on December 31, 2021,2023, for any reason other than Cause, she would be entitled to receive severance payments totaling $1,980,562.$2,298,117.
In addition, any equity awards would continue to vest according to the grant date schedules, provided that performance RSUs will be settled based on performance unit goal achievement, except that if such termination of employment occurs within two years after a Change of Control (as defined in the Oh Employment Agreement), any performance RSUs will be settled as follows: (i) any RSUs for which the performance period has lapsed will continue to vest based on performance unit goal achievement, and (ii) any RSUs for which the performance period has not lapsed will be converted into time-based units based on the target performance level. The outstanding equity awards held by Ms. Oh as of December 31, 20212023, are disclosed in the table on page 5457 under “Outstanding“Outstanding Equity Awards at Year-End.”
In the event of a termination of Ms. Oh’s employment as the result of her death or due to disability, Ms. Oh or her beneficiary will be entitled to receive (i) the Accrued Obligations (as defined in the Oh Employment Agreement) and (ii) any annual bonus earned but unpaid with respect to a performance year ending on or preceding the date of termination. The Oh Employment Agreement also provides that if Ms. Oh’s employment terminates as a result of death or disability, all unvested RSUs that have been granted prior to the date of death or disability shall immediately vest. The market value on December 31, 20212023, of her RSUs which would have accelerated in vesting as a result of her death or disability would have been $5,677,077.$3,522,443.
EAST WEST BANCORP 2024 Proxy Statement 60
COMPENSATION DISCUSSION AND ANALYSIS |
Vice Chairman and Chief Corporate Officer
The Bank entered into an employment agreement with its Vice Chairman and Chief Corporate Officer, Mr. Krause, in 1999 (the “Krause Employment Agreement”). The Krause Employment Agreement was reapproved by the Board and amended on March 4, 20215, 2024, to provide for a termination date of March 4, 2024.5, 2027. In addition to 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 (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. Krause’s employment with the Company was terminated on December 31, 2021,2023, for any reason other than Cause (as defined in the Krause Employment Agreement), he would be entitled to receive severance payments totaling $3,456,882$4,447,275 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, 2021,2023, for any reason other than Cause, the market value of his RSUs, which would have accelerated in vesting, was $4,395,922.$3,215,481.
There is no employment contract with Mr. Krause that provides for any payments, early vesting of any stock options or any RSUs upon a change of control.
Chief Operating Officer
The Bank entered into an employment agreement with its Chief Operating Officer, Mr. Shi, on December 1, 2021 (the “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 was reapproved by the Board and amended on December 1, 2023, to provide for a termination date of December 1, 2024.
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 andand; (ii) a lump sum bonus equal to 100% of Mr. Shi’s then annual base salary; if Mr. Shi is terminated without Cause during the term of his current contact,contract, he would receive severance payments totaling $2,400,000.$2,627,765.
EAST WEST BANCORP 2024 Proxy Statement 61
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, 20212023 are disclosed in the table on page 5457 under “Outstanding“Outstanding Equity Awards at Year-End.”
In the event of a termination of Mr. Shi’s employment as the result of his death or due to disability, Mr. Shi or his beneficiary will be entitled to receive the Accrued Obligations (as defined in the Shi Employment Agreement). The Shi Employment Agreement also provides that if Mr. Shi’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 on December 31, 20212023, of his RSUs which would have accelerated in vesting as a result of his death or disability is $1,380,205.$3,075,103.
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, 2021,2023, the annual total compensation of our CEO was $8,649,172$8,358,550 as shown in the “Summary“Summary Compensation Table.” The annual total compensation of our median employee for 2021,2023, excluding the CEO, was $107,255,$105,341, resulting in a ratio of 8179 to 1, which is a reasonable estimate calculated in a manner consistent with the applicable rules.
In determining the median employee, we identified and included all U.S.-based employees of East West Bank, other than the CEO, who were employed with us as of December 31, 2021.2023. Further, we also included all employees of East West Bank outside of the U.S., who are based in Hong Kong and were employed with us as of December 31, 2021.2023. The United StatesU.S. and Hong Kong-based employees represented 96%95% of our 3,0443,175 total employees, excluding employees on leave of absence as of December 31, 2021.2023. We excluded employees of East West Bank (China) Limited, our wholly owned subsidiary in China, and other employees based in China and Singapore, totaling 124147 individuals or 4%5% of our total employees. As of December 31, 2021,2023, the Company had 2,838 United States-based2,948 U.S.-based employees and 206 non-United States227 non-U.S. employees.
Our definition of “total compensation,” for purposes of determining our median employee, includes total cash compensation paid during 20212023 (excluding 401(k) deferrals and overtime wages) and the grant date fair value of RSUs (or RSU equivalents) awarded in 2021.2023. We did not annualize the compensation for any employees that were not employed by us for all of 20212023 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, 20212023 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.
EAST WEST BANCORP 2024 Proxy Statement 62
COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Committee InterlocksPay Versus Performance
The following table sets forth information concerning the compensation of our CEO and Insider Participation
During 2021,other NEOs for each of Ms. Campbellthe fiscal years ending December 31, 2023, 2022, 2021, and Messrs. Liu2020, and Sussman served as a memberour financial performance for each such fiscal year.
Value of Initial $100 Investment Based on: | ||||||||
Year |
Summary |
Compensation | Average | Average Compensation Actually Paid to non-CEO NEOs |
Total |
Peer Group |
Net |
Return |
20233 | $8,358,550 | $15,412,681 | $1,948,256 | $2,572,881 | $161 | $104 | $1,161 | 17.91% |
20224 | $9,076,408 | $6,591,588 | $2,236,396 | $2,110,635 | $135 | $105 | $1,128 | 19.51% |
20215 | $8,649,172 | $27,525,426 | $1,938,007 | $3,294,597 | $162 | $126 | $873 | 15.70% |
20206 | $6,933,775 | $13,751,400 | $1,284,762 | $1,961,710 | $104 | $90 | $568 | 11.17% |
1. | The CEO in 2023, 2022, 2021, and 2020 was Dominic Ng. |
2. | The non-CEO NEOs were Christopher J. Del Moral-Niles, Irene H. Oh, Douglas P. Krause, Parker L. Shi, and Gary Teo in 2023, 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 2023-2025 performance period has an estimated payout of 175%. The LTI Plan for the 2022-2024 performance period has an estimated payout of 175%. The LTI Plan for the 2021-2023 performance period paid out at 178%. |
4. | 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%. |
5. | 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%. |
6. | 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%. |
7. | The peer group used is the KBW Nasdaq BANK INDEX (“BKX”). |
The following table reconciles the total compensation shown in the Summary 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 employees of any of the foregoing persons. During 2021, none of our executive officers served on the board of directors or as a member ofTable to the compensation committee (or other committee serving an equivalent function) of any entity that had an executive officer serving as a member ofactually paid to NEOs shown in the Board or the Compensation Committee.Pay Versus Performance Table above.
EAST WEST BANCORP 2024 Proxy Statement 63
Proposal 2: Advisory Vote to Approve Executive Compensation