Hope Bancorp : 2025 Hope Bancorp Proxy Statement (single-page view)
HOPE
2025
PROXY
Statement
Cautionary Information and Forward Looking Statements:
This Proxy Statement contains forward-looking statements regarding Hope Bancorp, Inc.'s current expectations within the meaning of the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in
statements.
Dear Fellow Stockholder,
On behalf of the Board of Directors and management of Hope Bancorp, Inc., it is my pleasure to invite you to the 2025 Annual Meeting of Stockholders to be held virtually on Thursday, May 22, 2025. We are asking stockholders to vote on three proposals this year, including the election of our 11 director nominees and the ratification of the appointment of our independent auditor.
Notice of internet availability of our proxy materials and a proxy card to our stockholders is being mailed on or about April 11, 2025. As always, your vote is important, regardless of the number of shares you hold, and we urge you to read this Proxy Statement and vote your shares. More information about this year's Annual Meeting and how to vote can be found on the Notice from our Corporate Secretary that follows this letter. This is your opportunity to share your views with us; we value your feedback and take it into account as we continue to execute our responsibilities.
2024 Key Highlights
In 2024, we focused on improving our deposit base, reducing brokered deposits to 7% of total deposits at year-end, down from 10% at December 31, 2023. Loan growth inflected in the second half of the year, with loans receivable up 1% on an annualized basis from June 30, 2024, to December 31, 2024. In 2024, our strongest loan growth was in residential mortgage and SBA loans. Importantly, all our capital ratios expanded year-over-year. This positioned us well to capitalize on growth opportunities, including the acquisition of Territorial Bancorp Inc., which we announced in 2024 and completed in April 2025. This acquisition will contribute approximately $1.7 billion of core, low-cost deposits to our franchise and expand our footprint into the strategically important market of Hawaii.
Territorial Bancorp Merger
The merger with Territorial Bancorp Inc. the stock holding company of Territorial Savings Bank, was completed on April 2, 2025, effectively making Bank of Hope the largest regional bank catering to multi-cultural customers across the continental United States and Hawaii. Territorial is continuing to operate as Territorial Savings, a division of Bank of Hope. The strategic highlights of the merger include:
2025 Los Angeles Wildfires
As one of the largest independent banks headquartered in Los Angeles, we were heartbroken to see the unprecedented destruction in our region from the 2025 Los Angeles wildfires. As a testament to our unwavering commitment to our customers and the communities we serve, we took a leading role in addressing the immediate and rebuilding needs of those impacted by the fires. We made a corporate donation of $100,000 to the United Way of Greater Los Angeles Wildfire Response Fund, which was established to address short-term needs and the longer-term recovery of the most vulnerable communities impacted by the devastating wildfires. In addition, our Bank of Hope team members stepped up with donations of more than $100,000, which were further supplemented by a Company match. We also made disaster forbearance available for our residential mortgage customers, whose homes were damaged or destroyed by the Los Angeles wildfires, and delegated resources to support our customers' application process for SBA disaster loans and assistance programs.
Stockholder Engagement
Similar to the prior year, we actively pursued a stockholder outreach and engagement program in 2024. Based on the feedback we received in 2023 from our stockholders, we made notable changes to certain programs, which are disclosed herein beginning on page 5. We believe the program changes integrate the Company's mission with stockholders' views and ensure that our shared goals are well aligned. We are pleased by the positive feedback received as part of our stockholder outreach in 2024.
As we integrate the Territorial Savings operations and team into our organization, we look forward to strengthening our balance sheet, earnings and profitability. Our strong capital ratios and ample liquidity provide us with a robust cushion to navigate emerging macroeconomic and geopolitical volatility and to support prudent balance sheet growth. We look forward to leveraging the recent investments in our Company to deliver improved value for all our current and new stakeholders, and build opportunities for all our communities.
On behalf of the Board of Directors, thank you for your continued support.
Sincerely,
Kevin S. Kim
Chairman, President & Chief Executive Officer
This Proxy Statement and the Company's 2024 Annual Report on Form 10-K are available electronically online at
www.envisionreport.com/HOPE
3200 Wilshire Boulevard, Suite 1400, Los Angeles, CA 90010
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date
Time
Virtual Meeting
Record Date
Thursday,
10:30 AM Pacific
Via the Internet at:
Close of Business on
May 22, 2025
Time
www.meetnow.global/
March 24, 2025
HOPE2025
Voting Methods
By Internet
By Phone
By Mail
Before the Meeting, vote via the
Call the toll-free number
Complete, sign and return the proxy
internet by visiting
1-800-652-VOTE (8683) in the
card in the postage prepaid envelope
www.envisionreports.com/HOPE
United States, US territories and
provided.
and select Cast Your Vote.
Canada and following the
During the Meeting, vote at
recorded instructions.
www.meetnow.global/HOPE2025
See "General Information about the 2025 Annual Meeting of Stockholders" on page 75 for more detailed information. Your vote is very important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to read this Proxy Statement in its entirety and vote.
AGENDA
Board
Recommendation
1.
To elect the 11 director nominees as named in this Proxy Statement to serve on our Board of
FOR
Directors until the 2026 annual meeting of stockholders.
ALL
2.
To ratify the appointment of Crowe LLP as our independent auditor for 2025.
FOR
3.
To provide an advisory vote for approval of the 2024 compensation paid to our Named Executive
FOR
Officers, as disclosed in this Proxy Statement.
We will also act on any other business that is properly raised at the Annual Meeting or any adjournment or postponement thereof. Note that holders of a majority of the outstanding shares must be present in person or by proxy for the Annual Meeting to be held. For purposes of the Annual Meeting, those who attend virtually will be considered in person.
We appreciate your continued support and look forward to your virtual participation.
By Order of the Board of Directors,
Angelee J. Harris
General Counsel and Corporate Secretary
April 11, 2025
We are committed to improving the value of our services as Bankers,
providing comprehensive financial solutions as Experts,
and being good Neighbors that foster growth for our customers and communities.
We believe the strength of the Bank lies in our experienced management team,
our focus on sound risk management and governance practices,
and our commitment to the communities that we serve.
TABLE OF CONTENTS
PAGE
PROXY STATEMENT SUMMARY
1
Our Company
1
Corporate Governance
3
2024 Compensation Discussion and Analysis
5
Annual Meeting Overview
7
Items of Business
7
PROPOSAL 1: ELECTION OF DIRECTORS
8
Executive Summary
8
Director Nomination Process
10
Board Composition
12
Corporate Governance
19
Board's Role in Risk Oversight
26
Equity Ownership Guidelines for Non-Employee Directors
28
Director Compensation
29
PROPOSAL 2: RATIFICATION OF AUDITOR
33
Executive Summary
33
Audit Committee Pre-Approval Policies and Procedures
34
Fees Paid to Crowe
34
Audit Committee Report
35
PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
36
Executive Summary
36
Advisory Resolution
36
Executive Officer Qualifications and Experience
37
Compensation Discussion and Analysis
41
Compensation Committee Report
55
Executive Compensation Tables
56
Other Information About Compensation
67
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS
72
Beneficial Ownership of Directors and Executive Officers
72
Beneficial Owners of More Than 5% of Our Stock
73
Delinquent Section 16(a) Reports
73
TRANSACTIONS WITH RELATED PERSONS
74
General Policies and Procedures
74
Transactions Considered
74
GENERAL INFORMATION ABOUT THE 2025 ANNUAL MEETING OF STOCKHOLDERS
75
Internet Availability of Materials
75
Attending the Virtual Annual Meeting
75
Registering to Attend the Virtual Annual Meeting
75
Delivery of Materials
76
Number of Shares Required to be Present at the Annual Meeting
76
Who Can Vote at the Annual Meeting
76
Voting Shares Held in "Street Name" by a Broker
77
How to Vote Your Shares
77
Revoking your Proxy
78
Board of Director Voting Recommendations
78
How Shares are Treated When No Voting Instructions are Provided
78
Vote Required for Each Proposal and Treatment and Effect of Abstentions and Broker Non-Votes
79
Actions Required if any Director Nominee Does Not Receive the Required Majority Vote
79
Inspector of Election
80
Requesting Printed Copies of Materials and Selecting Delivery Preferences
80
Proxy Solicitor and Proxy Solicitation Costs
80
Stockholder Proposals for the Annual Meeting of Stockholders to be Held in 2026
81
OTHER MATTERS
82
APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
A-1
Key Terms
Annual Meeting
The 2025 Annual Meeting of Stockholders to be held virtually on May 22, 2025, and any adjournments or postponements thereof.
ASC
Accounting standards codification.
Auditors
Crowe LLP.
Bank
Bank of Hope.
Board of Directors
Board of Directors of Hope Bancorp, Inc.
BOLI
Bank owned life insurance.
Bylaws
The Company's amended and restated bylaws.
CEO
Chief Executive Officer.
Committees
Principal committees: (i) Audit Committee;
Company
References to the "Company", "we", "our", or "us" refer to Hope Bancorp, Inc., including our wholly owned subsidiary, Bank of Hope.
CD&A
Compensation discussion and analysis.
DGCL
Delaware General Corporation Law.
ERM
Enterprise risk management.
EPS
Earnings per share.
Equity ownership guidelines
The equity ownership guidelines for non-employee directors are set forth in the Stock Ownership Policy and the Corporate Governance Guidelines (3x the value of the annual retainer) and for the CEO in the Stock Ownership Policy (5x the base salary).
Exchange Act
The Securities and Exchange Act of 1934, as amended.
FASB
Financial accounting standards board.
FDIC
Federal Deposit Insurance Corporation.
GAAP
Generally accepted accounting principles.
ISO
Incentive stock option.
LTIP
Long-term incentive program.
M&A
Mergers and acquisitions.
NEO
Named Executive Officer. The Company's NEOs for 2024 are listed in the "2024 Named Executive Officers" table under Proposal 3.
Notice
Notice of internet availability of proxy materials and a proxy card to the stockholders as of the Record Date.
PPNR
Pre provision net revenue.
PSUs
Performance share units.
Record Date
Stockholders of record as of the close of business on March 24, 2025.
ROAA
Return on average assets.
ROTCE
Return on average tangible common equity.
RSUs
Restricted stock units.
SAR
Stock appreciation rights.
SBA
Small business administration.
SEC
Securities and Exchange Commission.
Securities Act
The Securities Act of 1933, as amended.
Section 16 Officer
An officer of the Company described in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended.
STIP
Short-term incentive program.
Transfer Agent
Computershare.
TSR
Total stockholder return.
2016 Plan
Hope Bancorp, Inc. 2016 Incentive Compensation Plan.
2019 Plan
Hope Bancorp, Inc. 2019 Incentive Compensation Plan.
2024 Annual Report on Form 10-K
Annual Report on Form 10-K for the year ended December 31, 2024.
2024 Plan
Hope Bancorp, Inc. 2024 Equity Incentive Plan.
PROXY STATEMENT SUMMARY
This summary highlights information within this Proxy Statement. This summary does not contain all the information that you should consider and consequently, we encourage you to read this Proxy Statement in its entirety prior to voting. Terms that are used consistently throughout this Proxy Statement may not always be redefined throughout; therefore, please refer to the "Key Terms" at the beginning of this Proxy Statement for ease of reference.
Our Company
Hope Bancorp, Inc. is the holding company of Bank of Hope, the only regional Korean American bank in the country. As of December 31, 2024, the Company had total assets of $17.1 billion, gross loans of $13.6 billion and total deposits of $14.3 billion.
With the addition of Territorial Savings, a division of Bank of Hope, effective April 2, 2025, the Company became the largest regional bank catering to multi-cultural customers across the continental United States and Hawaii. Headquartered in Los Angeles, the Bank provides a full suite of commercial, corporate and consumer loans, deposit and fee-based products and services, including commercial and commercial real estate lending, SBA lending, residential mortgage and other consumer lending; treasury management services, foreign currency exchange solutions, interest rate risk-hedging products, and international trade financing, among others. The Bank operates 46 full-service branches in California, New York, New Jersey, Washington, Texas, Illinois, Alabama, and Georgia under the Bank of Hope banner, and 29 branches in Hawaii under the Territorial Savings banner. The Bank also operates SBA loan production offices, commercial loan production offices, and residential mortgage loan production offices throughout the United States, and a representative office in Seoul, South Korea.
The timeline below summarizes our evolution to become the largest regional bank catering to multi-cultural customers across the continental United States and Hawaii.
1
2025 PROXY STATEMENT
Proxy Statement Summary
Nationwide Presence Anchored in Asian American Communities
The Largest Regional Bank Catering to Multi-Cultural Customers Across the Continental United States and Hawaii
2025 PROXY STATEMENT
2
Disclaimer
Hope Bancorp Inc. published this content on April 11, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 11, 2025 at 16:34 UTC.