¨ | Preliminary Proxy Statement | |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
þ | Definitive Proxy Statement | |
¨ | Definitive Additional Materials | |
¨ | Soliciting Material Pursuant to §240.14a-12 |
HANMI FINANCIAL CORPORATION | ||||
(Name of Registrant as Specified In Its Charter) |
Not Applicable | ||||
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
þ | No fee required. | |||
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) | Title of each class of securities to which transaction applies: | |||
(2) | Aggregate number of securities to which transaction applies: | |||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
(4) | Proposed maximum aggregate value of transaction: | |||
(5) | Total fee paid: | |||
¨ | Fee paid previously with preliminary materials. | |||
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid: | |||
(2) | Form, Schedule or Registration Statement No.: | |||
(3) | Filing Party: | |||
(4) | Date Filed: |
1. | To elect nine (9) directors to serve for terms expiring at the 2017 Annual Meeting of Stockholders and until their successors are elected and qualified; |
2. | To provide a non-binding advisory vote to approve the compensation of our Named Executive Officers (“NEOs”); |
3. | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and |
4. | To consider any other business properly brought before the meeting. |
By Order of Our Board of Directors, |
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C. G. Kum |
President and Chief Executive Officer |
Question: | Why did I receive this Proxy Statement? | |||||
You received this Proxy Statement and the enclosed proxy card because we are soliciting your vote at the Annual Meeting. Our Board is providing these proxy materials to you in connection with the Annual Meeting. As a stockholder of record of our common stock, you are invited to attend the Annual Meeting, and are entitled and requested to vote on the proposals described in this Proxy Statement. This Proxy Statement summarizes the information you need to know to cast an informed vote at the Annual Meeting. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card by mail. You may also vote by internet or telephone. | ||||||
We will begin posting this Proxy Statement, notice of the Annual Meeting, and the enclosed proxy card on or about April 7, 2016 to all stockholders entitled to vote. The record date for those entitled to vote is March 28, 2016. | ||||||
Question: | Who is entitled to vote and how many votes do I have? | |||||
All stockholders who were stockholders of record of our common stock as of the close of business on March 28, 2016, and only those stockholders, will be entitled to vote at the Annual Meeting. You have one vote for each share of our common stock you owned as of the close of business on the record date. | ||||||
Question: | How many shares are eligible to be voted? | |||||
As of March 28, 2016, 32,177,485 shares of our common stock were outstanding. Each outstanding share of our common stock will entitle its holder to one vote on each matter to be voted on at the Annual Meeting. | ||||||
Question: | What is the difference between holding shares as a “record” holder and in “street name”? | |||||
• | Record Holders | If your shares of common stock are registered directly in your name on our stock records, you are considered the stockholder of record, or the “record” holder of those shares. As the record holder you have the right to vote your shares in person or by proxy at the Annual Meeting. | ||||
• | Street Name Holders | If your shares of common stock are held in an account at a brokerage firm, bank, or other similar entity, then you are the beneficial owner of shares held in “street name.” The entity holding your account is considered the record holder for purposes of voting at the Annual Meeting. As the beneficial owner you have the right to direct this entity on how to vote the shares held in your account. However, as described below, you may not vote these shares in person at the Annual Meeting unless you obtain a legal proxy from the entity that holds your shares giving you the right to vote the shares at the Annual Meeting. |
Question: | What am I being asked to vote on at the Annual Meeting? | |||
You are being asked to vote on the following matters: | ||||
• | Election of Directors. Under majority voting, the votes cast “for” the nominee must exceed the number of votes cast “against” the nominee. Pursuant to our bylaws, we will not count abstentions or broker non-votes as either for or against a director, therefore abstentions and broker non-votes will have no effect on the election of a director. | |||
• | Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers. This proposal gives you the opportunity to vote (on an advisory non-binding basis) for or against the compensation of the executive officers identified in the Summary Compensation Table in this Proxy Statement (the “NEOs”). The compensation programs for our NEOs are described in the “Executive Compensation—Compensation Discussion and Analysis” section, the executive compensation tables and the related narrative discussion contained in this Proxy Statement. Because your vote is advisory, it will not be binding upon our Board and may not be construed as overruling any decision by our Board. However, the Compensation and Human Resources Committee may, in its sole discretion, take into account the outcome of the vote when considering future executive compensation arrangements. | |||
• | Ratification of Selection of Independent Registered Public Accounting Firm. This proposal gives you the opportunity to ratify our Board’s selection of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2016. We are submitting the selection of KPMG to you for ratification to obtain our stockholders’ views. If the stockholders do not ratify the selection by a majority vote of the present and voting shares, we will reconsider whether or not to retain KPMG. Even if the selection is ratified, we may, in our discretion, appoint a different independent registered public accounting firm at any time during the year if we determine that such a change would be in our and our stockholders’ best interests. | |||
Question: | How does the Board of Directors recommend that I vote on the proposals? | |||
For the reasons set forth in more detail later in this Proxy Statement, our Board unanimously recommends that you vote: | ||||
• | FOR each of the nine (9) Director nominees named in this Proxy Statement (Proposal No. 1); | |||
• | FOR the approval, on an advisory basis, of the compensation of our NEOs (Proposal No. 2); | |||
• | FOR the ratification of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2016 (Proposal No. 3). | |||
Question: | What is the required quorum at the Annual Meeting? | |||
Quorum for the transaction of business at the Annual Meeting requires the presence, in person or by proxy, of a majority of holders of all shares entitled to vote. Abstentions and broker non-votes are treated as being present for purposes of establishing a quorum. | ||||
Question: | What vote is required to approve each proposal at the Annual Meeting? | |||
• | Election of Directors. Directors are elected by a majority of votes cast, in uncontested elections. The Director nominees receiving a majority of the votes cast will be elected to our Board. | |||
• | Advisory Vote on the Compensation of our Named Executive Officers. Approval, on an advisory basis, of the compensation of our NEOs requires the affirmative vote of a majority of the shares represented and voting. | |||
• | Ratification of Selection of Independent Registered Public Accounting Firm. Ratification of the selection of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2016 requires the affirmative vote of a majority of the shares represented and voting. |
Question: | What is the effect of broker non-votes and abstentions? | |||
Abstentions and broker non-votes will be counted for purposes of determining a quorum. Your broker, however, will not be entitled to vote on the election of Directors, and the advisory (non-binding) proposal to approve the compensation of our NEOs, without your instruction. | ||||
Your broker will be authorized to vote your shares on the ratification of our independent registered public accounting firm even if it does not receive instructions from you, and accordingly, broker non-votes will have no effect on this proposal. | ||||
Abstentions will have no effect on the election of Directors, but will have the effect of a vote AGAINST the advisory (non-binding) vote to approve the compensation of NEOs and the ratification of our independent registered public accounting firm. | ||||
Question: | How can I vote my shares? | |||
If you hold your shares of common stock in your own name and not through a broker or another nominee, you may vote your shares of common stock as follows, subject to compliance with the applicable cutoff times and deadlines described below in the “—Vote by Telephone,” “—Vote by Internet,” and “—Vote by Proxy” paragraphs: | ||||
• | By using the toll-free telephone number listed on the proxy card; | |||
• | By using the Internet website listed on the proxy card; | |||
• | By signing, dating and mailing the proxy card in the enclosed postage-paid envelope, or | |||
• | By attending the Annual Meeting and voting in person. | |||
Whichever of these methods you select to transmit your instructions, the proxy holders will vote your shares of common stock in accordance with your instructions. If you give a proxy without specific voting instructions, your proxy will be voted by the proxy holders “FOR” each of the Director nominees named in this Proxy Statement, “FOR” the approval, on an advisory basis, of the compensation of our NEOs, and “FOR” the ratification of our independent registered public accounting firm, and, at the proxy holders’ discretion on such other matters, if any, as may properly come before the Annual Meeting (including any proposal to adjourn the Annual Meeting). | ||||
Vote by Telephone. If you hold your shares of common stock in your own name and not through a broker or another nominee, you can choose to vote your shares of common stock by telephone by dialing the toll-free telephone number printed on your proxy card. Telephone voting is available 24 hours a day until 11:59 p.m., Pacific Time, on May 24, 2016. Easy-to-follow voice prompts allow you to vote your shares of common stock and confirm that your instructions have been properly recorded. If you vote by telephone, you do not need to return your proxy card. | ||||
Vote by Internet. If you hold your shares of common stock in your own name and not through a broker or another nominee, you can choose to vote your shares of common stock via the Internet. The website for Internet voting is printed on your proxy card. Internet voting is available 24 hours a day until 11:59 p.m., Pacific Time, on May 24, 2016. As with telephone voting, you will be given the opportunity to confirm that your instructions have been properly recorded. If you vote via the Internet, you do not need to return your proxy card. | ||||
Vote by Mail. You can vote by mail by signing, dating and returning the proxy card in the postage-paid envelope sent concurrently therewith. Proxy cards sent by mail must be received by May 24, 2016. | ||||
The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions, and to confirm that stockholders’ instructions have been properly recorded. Stockholders voting via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that must be borne by the stockholder. | ||||
Question: | Can I change or revoke my vote after I return my proxy card? | |||
You may revoke a proxy at any time before the vote is taken at the Annual Meeting by filing with our Corporate Secretary a properly executed proxy of a later date by mail, telephone or Internet, or by attending the Annual Meeting and voting in person. Any such filing should be made to the attention of Juliet Stone, Corporate Secretary, Hanmi Financial Corporation, 3660 Wilshire Boulevard, Penthouse Suite A, Los Angeles, California 90010. Attendance at the Annual Meeting will not by itself constitute revocation of a proxy. |
Question: | How do I vote in person? | ||||||||
If you plan to attend the Annual Meeting and vote in person, we will give you a ballot form when you arrive. However, if your shares of common stock are held in the name of your broker, bank or other nominee, you must bring a legal proxy from your broker, bank or other nominee to vote your shares of common stock at the Annual Meeting. | |||||||||
Question: | How will proxies be solicited? | ||||||||
In addition to soliciting proxies by mail, our officers, directors, and employees, without receiving any additional compensation, may solicit proxies by telephone, fax, in person, or by other means. Arrangements may also be made with brokerage firms and other custodians, nominees, and fiduciaries to forward proxy solicitation materials to the beneficial owners of our common stock held of record by such persons, and we will reimburse such brokerage firms, custodians, nominees, and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith. | |||||||||
Question: | Will any other matters be considered at the Annual Meeting? | ||||||||
We are not aware of any matter to be presented at the Annual Meeting other than the proposals discussed in this Proxy Statement. If other matters are properly presented at the Annual Meeting, then the persons named as proxies will have the authority to vote all properly executed proxies in accordance with the direction of our Board, or, if no such direction is given, in accordance with the judgment of the persons holding such proxies on any such matter, including any proposal to adjourn or postpone the Annual Meeting. | |||||||||
Question: | Are there any rules regarding admission to the Annual Meeting? | ||||||||
Yes. You are entitled to attend the Annual Meeting only if you were a stockholder as of the record date, or you hold a valid legal proxy naming you to act for one of our stockholders on the record date. Before we admit you to the Annual Meeting, we must be able to confirm: | |||||||||
• | Your identity by reviewing a valid form of photo identification, such as a driver’s license or passport; and | ||||||||
• | You were, or are validly acting for, a stockholder of record on the record date by: | ||||||||
– | Verifying your name and stock ownership against our list of registered stockholders, if you are the record holder of your shares; | ||||||||
– | Reviewing other evidence of your stock ownership, such as your most recent brokerage or bank statement, if you hold your shares in street name; or | ||||||||
– | Reviewing a written proxy that shows your name and is signed by the stockholder you are representing, in which case either the stockholder must be a registered stockholder of record or you must have a brokerage or bank statement for that stockholder as described above. | ||||||||
If you do not have a valid form of photo identification and proof that you owned, or are legally authorized to act as proxy for someone who owned, shares of our common stock on March 28, 2016, you will not be admitted into the Annual Meeting. | |||||||||
At the entrance to the Annual Meeting, we will verify that your name appears in our stock records or will inspect your brokerage or bank statement, as your proof of ownership, and any written proxy you present as the representative of a stockholder. We will decide in our sole discretion whether the documentation you present for admission to the Annual Meeting meets the requirements described above. | |||||||||
Question: | Is my vote confidential? | ||||||||
Yes. It is our policy that documents identifying your vote are confidential. The vote of any stockholder will not be disclosed to any third party before the final vote count at the Annual Meeting except: | |||||||||
• | To meet legal requirements; | ||||||||
• | To assert claims for or defend claims against the Company; | ||||||||
• | To allow authorized individuals to count and certify the results of the stockholder vote; | ||||||||
• | If a proxy solicitation in opposition to our Board takes place; or | ||||||||
• | To respond to stockholders who have written comments on proxy cards or who have requested disclosure. |
• | Review the unaudited quarterly and audited annual financial statements; |
• | Review the adequacy of internal control systems and financial reporting procedures with management and the independent auditor; |
• | Review and approve the general scope of the annual audit and the fees charged by the independent registered public accounting firm; and |
• | Reviewed and discussed the audited financial statements with management; |
• | Discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16 of the Public Company Accounting Oversight Board; |
• | Received a statement of the registered public accounting firm’s independence required by the Public Company Accounting Oversight Board. The Audit Committee discussed any relationships that may impact the objectivity and independence of KPMG, and satisfied itself as to their independence; and |
• | Reviewed and discussed KPMG’s assistance related to loan review, alternative audit procedures and general audit support. |
Respectfully submitted, Audit Committee of the Board |
John A. Hall (Chairperson) |
Harry Chung |
Paul Seon-Hong Kim |
Joon Hyung Lee |
Joseph K. Rho |
David L. Rosenblum |
Respectfully submitted, Compensation and Human Resources Committee of the Board | ||
John J. Ahn (Chairperson) | ||
Christie K. Chu | ||
Joon Hyung Lee | ||
Joseph K. Rho | ||
David L. Rosenblum |
• | The name, age, and address of each proposed nominee; |
• | The principal occupation of each proposed nominee; |
• | The number of shares of voting stock of Hanmi owned by each proposed nominee; |
• | The name and address of the nominating stockholder; |
• | The number of shares of voting stock of Hanmi owned by the nominating stockholder; and |
• | A letter from the proposed nominee indicating that such proposed nominee wishes to be considered as a nominee for the Board and will serve as a Director if elected. |
• | Nominees must possess high personal and professional ethics, integrity and values, and be committed to representing the long-term interests of Hanmi’s stockholders; |
• | Nominees must possess a broad range of skills, expertise, industry knowledge and contacts useful to Hanmi’s business; |
• | Nominees must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on our Board for an extended period of time; |
• | Pursuant to the Corporate Governance Guidelines, nominees, once elected, unless granted an exception by the Board, cannot serve simultaneously as a Director of Hanmi and as a director or officer of any other depository organization other than a subsidiary bank of Hanmi; and |
• | Pursuant to the Corporate Governance Guidelines, nominees are encouraged to own shares of common stock of Hanmi at a level that demonstrates a meaningful commitment to Hanmi and Hanmi Bank, and to better align the nominee’s interests with the stockholders of Hanmi. |
Respectfully, by Nominating and Corporate Governance Committee of the Board | ||
Christie K. Chu (Chairperson) | ||
John J. Ahn | ||
Paul Seon-Hong Kim | ||
Joseph K. Rho | ||
David L. Rosenblum | ||
Michael Yang |
• | We believe that yearly elections hold the Directors of the Board accountable to our stockholders, as each director is subject to re-nomination and re-election each year. | ||
• | All of the Directors are independent, except for C. G. Kum, President and Chief Executive Officer. The Board has affirmatively determined that the other eight (8) Directors nominated are independent under the SEC and NASDAQ corporate governance rules, as applicable. | ||
• | We have separated the positions of the Chairman of the Board and Chief Executive Officer, in the Company bylaws, to ensure the independence of the Chairman. The Chairman focuses on board oversight responsibilities, strategic planning and mentoring company officers. The Chairman also periodically represents Hanmi Bank at public functions. The Chief Executive Officer focuses on the development and execution of Company strategies. |
Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | Total | ||||||||||||||
(2) | |||||||||||||||||||
I Joon Ahn (3)(4) | $ | 55,800 | $ | 186,840 | $ | 242,635 | |||||||||||||
John J. Ahn | $ | 58,850 | $ | 159 | $ | 59,004 | |||||||||||||
Christie K. Chu(5) | $ | 51,450 | $ | 159 | $ | 51,604 | |||||||||||||
John A. Hall | $ | 66,200 | $ | 159 | $ | 66,354 | |||||||||||||
Paul Seon-Hong Kim | $ | 61,500 | $ | 159 | $ | 61,654 | |||||||||||||
Joon Hyung Lee | $ | 73,900 | $ | 159 | $ | 74,054 | |||||||||||||
Joseph K. Rho(6) | $ | 94,800 | $ | 4,419 | $ | 99,214 | |||||||||||||
David L. Rosenblum | $ | 62,100 | $ | 159 | $ | 62,254 | |||||||||||||
William J. Stolte(3)(5) | $ | 25,950 | $ | 36,159 | $ | 62,104 |
(1) | Directors Harry Chung and Michael Yang did not receive any compensation in 2015, as they were each first appointed to the Board as of February 2, 2016. |
(2) | Each Director who is not an employee of Hanmi (an outside Director) is paid a monthly retainer fee of $3,000 and $1,000 for attendance at Board meetings ($500 for telephonic attendance at Board meetings). In addition, the Chairman of the Board receives an additional $3,000 each month. The Audit Committee Chairperson receives an additional $1,000 each month, and the Loan Committee Chairperson receives an additional $1,500 each month. The chairpersons of the remaining committees receive an additional $750 each month, and committee members receive an additional $200 each for attending committee meetings ($100 each for telephonic attendance at committee meetings). |
(3) | Director I Joon Ahn received $144,000 through the Director Emeritus Plan upon his retirement in December 2015, equivalent to four years of the Board’s base cash retainer. Director William J. Stolte received $36,000 through the Director Emeritus Plan upon his retirement in May 2015, equivalent to one year of the Board’s base cash retainer. |
(4) | Director I Joon Ahn received $40,000 for travel expenses, as a gift for his extended service. Director Ahn served the bank for 33 years and was the last remaining founding member of the Board. |
(5) | Director William J. Stolte received only five months of compensation in 2015 as he retired in May 2015. Director Christie K. Chu was first appointed to the Board as of March 4, 2015. |
(6) | Chairman Rho received $4,260 for club membership to City Club Los Angeles. |
Years of Service | Director Emeritus Term (months) | Percentage of Cash Compensation | |||||
5 years | 6 | 100% | |||||
6 – 10 years | 12 | 100% | |||||
11-20 years | 24 | 100% | |||||
21-30 years | 36 | 100% | |||||
31+ years | 48 | 100% |
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | |||||||||||||||
I Joon Ahn (4) | 3,000 2,500 8,000 | (1) (2) (3) | 0 0 0 | $ $ $ | 173.04 10.80 12.54 | 03/31/2016 03/31/2016 03/31/2016 | |||||||||||||
John A. Hall | 2,500 8,000 | (2) (3) | 0 0 | $ $ | 10.80 12.54 | 04/08/2019 12/12/2022 | |||||||||||||
Paul Seon-Hong Kim | 2,500 8,000 | (2) (3) | 0 0 | $ $ | 10.80 12.54 | 04/08/2019 12/12/2022 | |||||||||||||
Joon Hyung Lee | 3,000 2,500 8,000 | (1) (2) (3) | 0 0 0 | $ $ $ | 173.04 10.80 12.54 | 11/15/2016 04/08/2019 12/12/2022 | |||||||||||||
Joseph K. Rho | 3,000 | (1) | 0 | $ | 173.04 | 11/15/2016 | |||||||||||||
(1) | On November 15, 2006, pursuant to the 2000 Plan, 3,000 stock options were granted to each Director with vesting ratably over three years. | ||||||||||||||||||
(2) | On April 8, 2009, pursuant to the 2007 Plan, 2,500 stock options were granted to each Director with vesting ratably over five years. | ||||||||||||||||||
(3) | On December 12, 2012, pursuant to the 2007 Plan, 8,000 stock options were granted to each Director (except to Mr. Rho, the Chairman of the Board) with vesting as follows: 25% to vest immediately and 25% on each of the next three anniversary dates. | ||||||||||||||||||
(4) | Director I Joon Ahn retired from the board on December 31, 2015. Pursuant to the 2007 Plan, he had until March 31, 2016 to exercise his options before they would expire and be forfeited back to the Company. |
Name and Position | Age | Principal Occupation for Past Five Years and 10 Years Legal Proceedings | |
C. G. Kum, President and Chief Executive Officer | 61 | Current Position: Previous Positions: | President and Chief Executive Officer, Hanmi and Hanmi Bank (June 2013 to present) President, and Chief Executive Officer, First California Financial Group, Inc. and its subsidiary First California Bank (September 1999 to May 2013) |
Romolo “Ron” C. Santarosa Senior Executive Vice President and Chief Financial Officer | 59 | Current Position: Previous Positions: | Senior Executive Vice President and Chief Financial Officer, Hanmi and Hanmi Bank (November 2015 to present) Senior Executive Vice President, Corporate Finance and Strategy, Hanmi and Hanmi Bank (June 2015 to November 2015) Executive Vice President and Chief Operating Officer, Opus Bank (June 2013 to June 2015) Senior Executive Vice President, Chief Financial Officer and Chief Operating Officer, First California Financial Group, Inc. and First California Bank (November 2002 to May 2013) |
Michael McCall Former Executive Vice President and Chief Financial Officer | 63 | Current Position: Previous Positions: | Not with Company or Bank Executive Vice President and Deputy Chief Financial Officer, Hanmi and Hanmi Bank (November 2015 to December 2015) Executive Vice President and Chief Financial Officer, Hanmi and Hanmi Bank (November 2014 to November 2015) Executive Vice President and Financial Officer, Hanmi and Hanmi Bank (September 2014 to November 2014) Senior Vice President and Principal Accounting Officer, BBCN Bancorp, Inc. and BBCN Bank (September 2012 to September 2014) Independent Consultant – Bank advisory services (March 2010 to September 2012) |
Bonita I. Lee, Senior Executive Vice President And Chief Operating Officer | 53 | Current Position: Previous Positions: | Senior Executive Vice President and Chief Operating Officer, Hanmi and Hanmi Bank (August 2013 to present) Senior Executive Vice President and Chief Operating Officer, BBCN Bancorp, Inc. (May 2013 to July 2013) Acting President, BBCN Bank (February 2013 to April 2013) Executive Vice President and Chief Operating Officer, BBCN Bank (December 2011 to April 2013) Executive Vice President and Chief Operating Officer, Nara Bank (March 2009 to November 2011) |
Name and Position | Age | Principal Occupation for Past Five Years and 10 Years Legal Proceedings | |
Min “Mike” Park Executive Vice President and Chief Credit Officer | 53 | Current Position: Previous Positions: | Executive Vice President and Chief Credit Officer, Hanmi and Hanmi Bank (April 2015 to present) Executive Vice President and Deputy Chief Credit Officer, Hanmi Bank (August 2014 to April 2015); Senior Vice President and Manager of Commercial Business Credit, East West Bank (July 2010 to August 2014) |
Greg D. Kim Executive Vice President and Chief Administrative Officer | 55 | Current Position: Previous Positions: | Executive Vice President and Chief Administrative Officer, Hanmi Bank (August 2013 to present) Senior Vice President and Chief Administrative Officer (May 2005 to August 2013) |
Jean Lim Executive Vice President and Chief Risk Officer | 53 | Current Position: Previous Positions: | Executive Vice President and Chief Risk Officer, Hanmi Bank (August 2013 to present) Senior Vice President and Chief Risk Officer (August 2008 to August 2013) |
• | Maintain a compensation program that is equitable in a competitive marketplace. | ||
• | Provide opportunities that integrate pay with the Company’s annual and long-term performance goals. | ||
• | Manage the risk profile of the Company by aligning risk mitigation within the performance of individual and Bank-wide goals. | ||
• | Encourage achievement of strategic objectives and creation of shareholder value. | ||
• | Recognize and reward individual initiative and achievements while managing risk. | ||
• | Maintain an appropriate balance between base salary and short- and long-term incentive opportunity. | ||
• | Allow the Company to compete for, retain, and motivate talented executives critical to its success consistent with its compensation philosophy. | ||
• | Allow the Company to effectively engage institutional shareholders. Hanmi values our shareholders and works to have open two-way communication on all matters of importance. We proactively seek out our shareholders’ opinions, as appropriate. | ||
• | Establish bonus structures subject to ‘Clawback’ in the event of material misstatement on the part of the participating executives. |
• | Base salaries for executives at 75th percentile of our Peer Group. | ||
• | Provide executive incentive compensation opportunities contingent upon the company’s annual and long-term performance. |
– | We believe in providing the executive the opportunity to earn total compensation which is competitive within our market and Peer Group. However, if pre-determined individual and/or Company goals are not met then no incentive payment will be made. A mathematical equation will be used to determine each NEO’s annual cash incentive payment (as described below). | |||
– | The performance criteria for the CEO’s annual incentive bonus will be tied to the attainment of pre-determined annual goals at the Company level (as described below), though the Board is given some discretion in weighting additional factors contained in the Company’s strategic plan. In 2015, each NEO with a full year of service had his or her annual incentive bonus tied to the attainment of both the Company’s pre-determined annual goals and pre-determined individual annual goals (as described below). | |||
– | The performance criteria for the restricted stock grant to the CEO and COO is tied to total shareholder return. See Performance Restricted Stock Grant. |
Level | Company TSR Relative to TSR of KBW Index | Performance Restricted Stock to vest (% of target payout for Award) |
Threshold | Companies included in the 50th Percentile | 50% |
Target | Companies included in the 75th Percentile | 100% |
• | TERM: dated as of May 24, 2013, has a four-year term, which expires on the earlier of (i) June 12, 2017 or (ii) the effective date of termination of his employment pursuant to the terms of his Employment Agreement. | ||
• | COMPENSATION: annual base salary of $450,000, which may be increased, but not decreased, in the sole discretion of the CHRC, and under the terms of his Employment Agreement, Mr. Kum is eligible to receive an annual bonus capped at 100% of his annual base salary. Mr. Kum’s annual bonus, which is to be paid in cash and/or equity, is generally dependent on the attainment of certain financial goals set by the CHRC. See Short-Term Cash Incentive Compensation, above for a description of the 2015 goals. Under Mr. Kum’s Employment Agreement, he is entitled to the use of a company car, a bank issued cellular telephone, membership in a golf country club, and payment of reasonable business related expenses. In addition, the Company shall reimburse Mr. Kum for premiums paid for term life insurance coverage of One Million Dollars ($1,000,000) during the Term. In 2015, Mr. Kum’s base salary was increased to $550,000. | ||
• | EQUITY AWARDS: (i) grant of stock options to purchase 180,000 shares of Hanmi common stock under the 2013 Plan, vesting ratably in equal installments over three years and (ii) grant of 30,000 restricted shares of Hanmi common stock under the 2013 Plan, vesting ratably in equal installments over three years, subject to stockholder approval of the 2013 Plan at the Annual Meeting. Each award is subject to Mr. Kum continuing employment with the Company. Mr. Kum was eventually granted 41,832 restricted shares instead of 30,000 due to the delay in grant. | ||
• | TERMINATION WITHOUT CAUSE: if Mr. Kum’s employment is terminated by Hanmi and Hanmi Bank without cause (as defined in the Employment Agreement), then, subject to his execution of an effective general release of claims, Mr. Kum is entitled to receive (i) continuation of his then annual base salary for one year, (ii) the pro-rated portion of his bonus for the prior year based on the number of days worked during the year of termination, (iii) any accrued and/or unpaid salary, unused vacation, expense reimbursements and other benefits to which he is entitled, and (iv) reimbursement of health insurance premiums, subject to certain limitations. In addition, all outstanding and then unvested stock options, restricted stock and other equity awards granted to Mr. Kum under any of the Company’s equity incentive plans will be deemed to have vested as if Mr. Kum’s employment has continued for one year following his actual termination date. | ||
• | TERMINATION FOLLOWING A CHANGE IN CONTROL: if within 18 months following a change in control (as defined in the Employment Agreement) of the Company, if Hanmi and Hanmi Bank terminates Mr. Kum’s employment without cause or he terminates his employment for good reason (as defined in the Employment Agreement), then, subject to his execution of an effective general release of claims and certain limitations, Mr. Kum is entitled to receive (i) any accrued and/or unpaid salary, unused vacation, expense reimbursements and other benefits to which he is entitled, and (ii) two times the sum of (a) his then current annual base salary and (b) the then maximum annual bonus amount. In addition, in the event of any change in control of the Company, all of Mr. Kum’s equity awards will fully and automatically vest. |
Name | Cash Severance Arrangements/ Compensation ($)(2) | Acceleration of Unvested Options & Stock Awards ($)(3)(4) | Total Termination Benefits ($) | ||||||||||
C. G. Kum(1) | |||||||||||||
Voluntary Termination or Retirement | 6,664 | - | 6,664 | ||||||||||
Involuntary Termination (other than For Cause) | 1,106,664 | 768,152 | 1,925,215 | ||||||||||
Involuntary Termination (For Cause) | 6,664 | - | 6,664 | ||||||||||
Termination in Connection with Change in Control | 2,206,664 | 768,152 | 3,025,215 | ||||||||||
Death | 1,156,664 | - | 1,156,664 | ||||||||||
Disability | 6,664 | - | 6,664 | ||||||||||
Romolo “Ron” C. Santarosa | |||||||||||||
Voluntary Termination or Retirement | 2,685 | - | 2,685 | ||||||||||
Involuntary Termination (other than For Cause) | 2,685 | - | 2,685 | ||||||||||
Involuntary Termination (For Cause) | 2,685 | - | 2,685 | ||||||||||
Termination in Connection with Change in Control | 2,685 | 306,750 | 309,435 | ||||||||||
Death | 152,685 | - | 152,685 | ||||||||||
Disability | - | - | - | ||||||||||
Bonita I. Lee | |||||||||||||
Voluntary Termination or Retirement | 12,991 | - | 12,991 | ||||||||||
Involuntary Termination (other than For Cause) | 12,991 | - | 12,991 | ||||||||||
Involuntary Termination (For Cause) | 12,991 | - | 12,991 | ||||||||||
Termination in Connection with Change in Control | 12,991 | 240,102 | 253,093 | ||||||||||
Death | 162,991 | - | 162,991 | ||||||||||
Disability | - | - | - | ||||||||||
Min “Mike” Park | |||||||||||||
Voluntary Termination or Retirement | 13,579 | - | 13,579 | ||||||||||
Involuntary Termination (other than For Cause) | 13,579 | - | 13,579 | ||||||||||
Involuntary Termination (For Cause) | 13,579 | - | 13,579 | ||||||||||
Termination in Connection with Change in Control | 13,579 | 85,242 | 98,821 | ||||||||||
Death | 163,579 | - | 163,579 | ||||||||||
Disability | - | - | - | ||||||||||
Greg D. Kim | |||||||||||||
Voluntary Termination or Retirement | 21,938 | - | 21,938 | ||||||||||
Involuntary Termination (other than For Cause) | 21,938 | - | 21,938 | ||||||||||
Involuntary Termination (For Cause) | 21,938 | - | 21,938 | ||||||||||
Termination in Connection with Change in Control | 21,938 | 139,844 | 161,782 | ||||||||||
Death | 171,938 | - | 171,938 | ||||||||||
Disability | - | - | - |
(1) | Mr. Kum’s Employment Agreement provides for payment of certain benefits in the event of various termination scenarios. For termination for cause or voluntary resignation, Mr. Kum will receive accrued and/or unpaid salary and other benefits to which he is entitled. For termination without cause, Mr. Kum is entitled to payment of his then current base salary for one year, the pro-rated portion of his bonus (which is up to $550,000 for 2015), any accrued and/or unpaid salary, accelerated vesting of his equity awards, reimbursement for COBRA payments for a period of 18 months ($50,399 for the 18 month period) and other benefits to which he is entitled. If Mr. Kum is terminated within 18 months of a change in control event, he is entitled to receive two times the sum of (a) his then current base salary and (b) the then-maximum annual bonus amount as well as any other accrued and/or unpaid salary and other benefits to which he is entitled, including COBRA payments which are included in the Total Termination Benefits column. In the event of his death or disability, Mr. Kum is entitled to any accrued and/or unpaid salary and other benefits to which he is entitled. Mr. Kum has one million dollars in personal life insurance coverage provided by the Company. As of December 31, 2015, the value of Mr. Kum’s accrued vacation was $6,664. | ||||||||||||
(2) | All full time employees of the Company and the Bank are entitled to death benefits of $150,000. As of December 31, 2015, the value of Mr. Santarosa’s accrued vacation was $2,685, Ms. Lee’s accrued vacation value was $12,991, Mr. Park’s accrued vacation value was $13,579, Mr. Kim’s accrued vacation value was $21,938. | ||||||||||||
(3) | The 2013 Plan allows for vesting of all non-vested RSAs upon a change in control. This calculation assumes that each NEO’s restricted stock awards were paid out, at the closing price on December 31, 2015, of $23.72 per share. On August 28, 2013, Mr. Kum was granted 41,831 RSAs, Ms. Lee 15,000 RSAs and Mr. Kim 10,000 RSAs, respectively. On August 1, 2014, Mr. Park was granted 5,000 RSAs. On June 8, 2015, Mr. Santarosa was granted 12,500 RSAs. Upon a change in control the remaining RSAs would be paid out to: Mr. Kum 13,944 RSAs for a value of $330,752; Mr. Santarosa 12,500 RSAs for a value of $296,500; Ms. Lee 5,000 RSAs for a value of $118,600; Mr. Park 3,334 RSAs for a value of $79,082; and Mr. Kim 3,334 RSAs for a value of $79,082. | ||||||||||||
(4) | The 2013 and 2007 Plans each allows for the vesting of all Stock Options upon a change in control. This calculation assumes that each NEO would exercise all “in the money” accelerated stock options at the closing price on December 31, 2015. On August 28, 2013, Mr. Kum was granted 180,000 stock options with a grant price of $16.43, Ms. Lee 50,000 stock options with a grant price of $16.43, and Mr. Kim 25,000 stock options with a grant price of $16.43, respectively. On August 1, 2014, Mr. Park was granted 3,000 stock options with a grant price of $20.64. On June 8, 2015, Mr. Santarosa was granted 25,000 stock options with a grant price of $23.31. Upon a change in control, the unvested stock options would be accelerated as follows: - For Mr. Kum, Ms. Lee and Mr. Kim, the stock options would have a value of $7.29. Mr. Kum 60,000 options for a value of $437,400; Ms. Lee 16,667 options for a value of $121,502; and Mr. Kim 8,335 options for a value of $60,762; - For Mr. Santarosa, the stock options would have a value of $0.41 each or a total value of $10,250; and - For Mr. Park, the stock options would have a value of $3.08 each or a total value of $6,160. |
Name and Principal Position | Year | Salary | Bonus (4) | Stock Awards (2) | Option Awards (3) | All Other Compensation | Total | ||||||||||||||
C. G. Kum, | 2015 | $ | 530,769 | $ | 522,500 | $ | 49,980 | $ | 0 | $ | 66,975(5) | $ | 1,170,224 | ||||||||
President and Chief Executive Officer | 2014 2013 | $ $ | 450,000 238,846 | $ $ | 400,000 0 | $ $ | 0 687,300 | $ $ | 0 806,148 | $ $ | 66,815(5) 21,579(5) | $ $ | 916,815 1,753,873 | ||||||||
Romolo “Ron” C. Santarosa Senior Executive Vice President & Chief Financial Officer | 2015 | $ | 148,077 | $ | 0 | $ | 291,375 | $ | 89,888 | $ | 15,656(6) | $ | 545,000 | ||||||||
Michael McCall Former Executive Vice President & Chief Financial Officer | 2015 2014 | $ $ | 250,685 64,203 | $ $ | 0 0 | $ $ | 0 257,000 | $ $ | 0 96,737 | $ $ | 27,154(7) 4,193(7) | $ $ | 277,839 422,133 | ||||||||
Bonita I. Lee, Senior Executive Vice President & Chief Operating Officer | 2015 2014 2013 | $ $ $ | 319,161 309,000 118,846 | $ $ $ | 159,354 146,453 64,375 | $ $ $ | 0 0 246,450 | $ $ $ | 0 0 223,930 | $ $ $ | 31,000(8) 30,940(8) 7,052(8) | $ $ $ | 509,515 486,393 660,653 | ||||||||
Min “Mike” Park Executive Vice President & Chief Credit Officer | 2015 2014 | $ $ | 223,846 81,577 | $ $ | 71,167 0 | $ $ | 0 103,200 | $ $ | 0 12,960 | $ $ | 26,500(9) 5,827(9) | $ $ | 321,513 203,564 | ||||||||
Greg D. Kim Executive Vice President & Chief Administrative Officer | 2015 2014 2013 | $ $ $ | 219,986 214,500 198,227 | $ $ $ | 51,062 41,828 0 | $ $ $ | 0 0 164,300 | $ $ $ | 0 0 111,965 | $ $ $ | 22,430(10) 27,978(10) 25,956(10) | $ $ $ | 292,368 284,306 500,448 | ||||||||
(1) | All equity awards made by Hanmi shown in the chart are pursuant to the 2013 Plan. | ||||||||||||||||||||
(2) | Pursuant to SEC regulations regarding the valuation of equity awards, amounts represent the applicable grant date fair values of stock awards in accordance with FASB ASC Topic 718. The grant date fair value is calculated using the closing market price of our Common Stock on the grant date, which is then recognized, subject to market value changes, over the scheduled vesting period of the award. The assumptions used in the calculation of these amounts are included in Note 17 to Hanmi’s audited financial statements for the year ended December 31, 2015 included in Hanmi’s Annual Report on Form 10-K filed with the SEC on February 29, 2016; Note 17 to Hanmi’s audited financial statements for the year ended December 31, 2014 included in Hanmi’s Annual Report on Form 10-K filed with the SEC on March 16, 2015; and Note 12 to Hanmi’s audited financial statements for the year ended December 31, 2013 included in Hanmi’s Annual Report on Form 10-K filed with the SEC on March 17, 2014. | ||||||||||||||||||||
(3) | Pursuant to SEC regulations regarding the valuation of equity awards, amounts represent the applicable grant date fair values of option awards in accordance with FASB ASC Topic 718. The grant date fair value is calculated using the closing market price of our Common Stock on the grant date, which is then recognized, subject to market value changes, over the scheduled vesting period of the award. The assumptions used in the calculation of these amounts are included in Note 17 to Hanmi’s audited financial statements for the year ended December 31, 2015 included in Hanmi’s Annual Report on Form 10-K filed with the SEC on February 29, 2016; Note 17 to Hanmi’s audited financial statements for the year ended December 31, 2014 included in Hanmi’s Annual Report on Form 10-K filed with the SEC on March 16, 2015; and Note 12 to Hanmi’s audited financial statements for the year ended December 31, 2013 included in Hanmi’s Annual Report on Form 10-K filed with the SEC on March 17, 2014. | ||||||||||||||||||||
(4) | The amounts paid in 2013 reflect the discretionary bonuses paid to our NEOs for services performed in the prior years, except for Ms. Lee. Ms. Lee was paid a bonus of $154,500 for performance from August 2013 - July 2014; this bonus was paid in September 2014 and pro-rated between 2013 and 2014 as it was earned pursuant to the goals specified in Ms. Lee’s offer letter. Amounts paid to all NEOs for 2014 and 2015 were subject to our AIP and specific measurable targets as described in the Compensation Discussion and Analysis Section above. | ||||||||||||||||||||
(5) | Amounts consist of: For 2015 (a) automobile fringe benefit $12,595, (b) dependent child graduation reward $100 and holiday gift card $100, (c) employer contribution to 401(k) match $13,500, (d) cost of personal life insurance $29,820 and (e) club membership dues $10,860. For 2014 (a) automobile fringe benefit $12,595, (b) meal allowance of $108 which was discontinued for all senior staff in January 2014, (c) holiday gift card for $307, (d) employer contribution to 401(k) match $13,125 (e) cost of personal life insurance $29,820 and (f) club membership dues of $10,860. For 2013 (a) automobile fringe benefit $6,970; (b) club membership dues $1,587 (c) meal allowance of $497, (d) holiday gift card of $100, and (e) cost of personal life insurance $12,425. |
(6) | Amounts consist of: For 2015 (a) automobile allowance $8,723, (b) holiday gift card $100, (c) cell phone allowance $646 and (d) employer contribution to 401(k) match $6,187. | ||||||||||||||||||||
(7) | Amounts consist of: For 2015 (a) automobile allowance $13,800, (b) holiday gift card $100, (c) cell phone allowance $1,200 and (d) employer contribution to 401(k) match $12,054. For 2014 (a) automobile allowance $3,556, (b) cell phone allowance of $309 and (c) holiday gift card for $328. | ||||||||||||||||||||
(8) | Amounts consist of: For 2015 (a) automobile allowance $16,200, (b) holiday gift card $100, (c) cell phone allowance $1,200 and (d) employer contribution to 401(k) match $13,500. For 2014 (a) automobile allowance $16,200, (b) meal allowance of $108, (c) cell phone allowance of $1,200, (d) employer contribution to 401(k) match $13,125 and (e) holiday gift card for $307. For 2013 (a) automobile allowance $6,231, (b) meal allowance of $360 and (c) cell phone allowance of $461. | ||||||||||||||||||||
(9) | Amounts consist of: For 2015 (a) automobile allowance $13,800, (b) holiday gift card $100, (c) cell phone allowance $1,200 and (d) employer contribution to 401(k) match $11,400. For 2014 (a) automobile allowance $5,361 and (b) cell phone allowance of $466. | ||||||||||||||||||||
(10) | Amounts consist of: For 2015 (a) automobile allowance $13,800, (b) holiday gift card $100, (c) cell phone allowance $1,200 and (d) employer contribution to 401(k) match $7,330. For 2014 (a) automobile allowance $13,800, (b) meal allowance of $108, (c) cell phone allowance of $1,200 and (d) employer contribution to 401(k) match $12,870. For 2013 (a) automobile allowance $10,519 (b) meal allowance of $936, (c) cell phone allowance of $1,200, (d) holiday gift card of $307 and (e) employer contribution to 401(k) match $11,894. |
Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards (1) ($/Share) | Grant Date Fair Value of Stock and Option Awards (2) | ||||||||||||||||||
C. G. Kum | 08/26/2015 | 2,100 | $23.80 | $ | 49,980 | ||||||||||||||||||
Romolo “Ron” C. Santarosa | 06/08/2015 06/08/2015 | 12,500 | 25,000 | $23.31 $23.31 | $ $ | 291,375 89,888 |
(1) | Hanmi’s practice is that the exercise price for each stock option is the market value on the date of grant. |
(2) | The amounts reflect the grant date fair value computed in accordance with FASB ASC Topic 718. The assumptions used in the calculation of these amounts for the fiscal year ended December 31, 2015 are included in Note 17 to Hanmi’s audited financial statements for the fiscal year ended December 31, 2015, included in Hanmi’s Annual Report on Form 10-K filed with the SEC on February 29, 2016. |
Option Awards | Stock Awards | |||||||||||||||||||||
Name | Number of Securities Underlying Unexcercised Options (#) Exercisable | Number of Securities Underlying Unexcercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($)(9) | ||||||||||||||||
C. G. Kum | 120,000 | 60,000(2) | $ | 16.43 | 08/28/2023 | 13,944(6) | $ | 330,752 | ||||||||||||||
Romolo “Ron” C. Santarosa | 25,000(3) | $ | 23.31 | 06/08/2025 | 12,500(7) | $ | 296,500 | |||||||||||||||
Michael McCall | 8,333(4) | $ | 20.56 | 03/18/2016 | ||||||||||||||||||
Bonita I. Lee | 33,333 | 16,667(2) | $ | 16.43 | 08/28/2023 | 5,000(6) | $ | 118,600 | ||||||||||||||
Min “Mike” Park | 1,000 | 2,000(5) | $ | 20.64 | 08/01/2024 | 3,334(8) | $ | 79,082 | ||||||||||||||
Greg D. Kim | 1,250(1) | $ | 144.00 | 04/19/2016 | ||||||||||||||||||
1,000(1) | $ | 10.80 | 04/08/2019 | |||||||||||||||||||
5,500(1) | $ | 12.54 | 12/12/2022 | |||||||||||||||||||
16,665 | 8,335(2) | $ | 16.43 | 08/28/2023 | 3,334(6) | $ | 79,082 |
(1) | On April 19, 2006, pursuant to the 2000 Plan, 1,250 stock options were granted to Mr. Kim with vesting ratably over five years, at an exercise price of $144.00 (the closing price on the date of grant after adjustment for the 8 for 1 reverse split). On April 8, 2009, pursuant to the 2007 Plan, 1,000 stock options were granted to Mr. Kim with vesting ratably over five years, at an exercise price of $10.80 (the closing price on the date of the grant). On December 12, 2012, pursuant to the 2007 Plan, 5,500 stock options were granted to Mr. Kim with vesting as follows: 25% to vest immediately on grant date and 25% to vest on each of the next three anniversary dates, at the exercise price of $12.54 (the closing price on the date of the grant). |
(2) | On August 28, 2013, pursuant to the 2013 Plan, 180,000 stock options were granted to Mr. Kum, 50,000 stock options to Ms. Lee, and 25,000 stock options to Mr. Kim, respectively, with vesting occurring ratably over three years, at the exercise price of $16.43 (the closing price on the date of grant). |
(3) | On June 8, 2015, pursuant to the 2013 Plan, 25,000 stock options were granted to Mr. Santarosa, with vesting occurring ratably over three years, at the exercise price of $23.31(the closing price on the date of the grant). |
(4) | On September 18, 2014, pursuant to the 2013 Plan, 25,000 stock options were granted to Mr. McCall, with vesting occurring ratably over three years, at the exercise price of $20.56 (the closing price on the date of the grant). Mr. McCall’s last day with the Company was December 18, 2015. He had 8,333 vested stock options as of December 31, 2015, and had until March 18, 2016 to exercise his options before they would expire and be forfeited back to the Company. |
(5) | On August 1, 2014, pursuant to the 2013 Plan, 3,000 stock options were granted to Mr. Park, with vesting occurring ratably over three years, at the exercise price of $20.64 (the closing price on the date of the grant). |
(6) | On August 28, 2013, pursuant to the 2013 Plan, 41,832 restricted stock awards were granted to Mr. Kum, 15,000 restricted stock awards to Ms. Lee, and 10,000 restricted stock awards to Mr. Kim, respectively, with vesting occurring ratably over three years. |
(7) | On June 8, 2015, pursuant to the 2013 Plan, 12,500 restricted stock awards were granted to Mr. Santarosa, with vesting occurring ratably over three years. |
(8) | On Aug 1 2014, pursuant to the 2013 Plan, 5,000 restricted stock awards were granted to Mr. Park, with vesting occurring ratably over three years. |
(9) | Amount calculated as follows: Closing Stock Price as of December 31, 2015 ($23.72) x Unvested Shares of Restricted Stock. |
Option Awards | Stock Awards | |||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(4) | ||||||||
C. G. Kum(1)(3) | 16,044 | $ | 386,449 | |||||||||
Bonita I. Lee(1) | 5,000 | $ | 120,650 | |||||||||
Min “Mike” Park(2) | 1,666 | $ | 42,166 | |||||||||
Greg D. Kim(1) | 3,333 | $ | 80,425 |
(1) | On August 28, 2013, pursuant to the 2013 Plan, 41,832 RSAs were granted to Mr. Kum, 15,000 RSAs to Ms. Lee, 10,000 to Mr. Kim, respectively, with vesting occurring ratably over three years. On August 28, 2015, each NEO listed vested in one third of their RSAs awarded a year earlier, the value on that date was $24.13. |
(2) | On August 1, 2014, pursuant to the 2013 Plan, 5,000 RSAs were granted to Mr. Park with vesting occurring ratably over three years, On August 1, 2015, Mr. Park vested in one third of his RSAs awarded a year earlier, the value on that date was $25.31. |
(3) | On August 26, 2015, pursuant to the 2013 Plan, 2,100 RSAs were granted to Mr. Kum, vesting immediately at a value of $23.80 per share. |
(4) | Amount calculated as follows: Closing Stock Price as of the vesting date x Shares of Restricted Stock Vested. |
Name and Address of Beneficial Owner(1) | Shares Beneficially Owned(2) | Percentage Beneficially Owned (%) | |||||||||||||||
Beneficial Owners of More than 5% of our Common Stock | |||||||||||||||||
BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055 | 3,425,962 | 10.7 | |||||||||||||||
FMR LLC(4) 245 Summer Street Boston, MA 02210 | 2,485,314 | 7.77 | |||||||||||||||
Named Executive Officers and Directors | |||||||||||||||||
John J. Ahn(5) | 3,000 | * | |||||||||||||||
Christie K. Chu(5) | 3,985 | * | |||||||||||||||
Harry Chung(5) | 3,000 | * | |||||||||||||||
John A. Hall(6) | 15,675 | * | |||||||||||||||
Paul Seon-Hong Kim(5)(6) | 30,841 | * | |||||||||||||||
Joon Hyung Lee(5)(7) | 290,197 | 0.90 | |||||||||||||||
Joseph K. Rho(5)(8) | 375,716 | 1.17 | |||||||||||||||
David L. Rosenblum(5) | 8,000 | * | |||||||||||||||
Michael Yang(5) | 3,000 | * | |||||||||||||||
C. G. Kum(9)(10) | 302,895 | 0.94 | |||||||||||||||
Romolo “Ron” C. Santarosa(9) | 13,500 | * | |||||||||||||||
Michael McCall(9)(11) | 11,039 | * | |||||||||||||||
Bonita I. Lee(9)(10) | 110,087 | * | |||||||||||||||
Min “Mike” Park(9)(10) | 15,310 | * | |||||||||||||||
Greg D. Kim(9)(10) | 35,166 | * | |||||||||||||||
All executive officers and directors as a group (16 persons) | 1,258,402 | 3.91(13) | |||||||||||||||
* | Less than 1%. |
(1) | The information set forth in this table is based upon information supplied to Hanmi by Hanmi’s officers, directors and principal stockholders and Schedules 13D, 13F and 13G filed with the SEC. Except as otherwise indicated, and subject to applicable community property laws, Hanmi believes that the persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. |
(2) | Includes the number of shares that could be purchased by exercise of options vested at May 27, 2016, 60 days after the Record Date. |
(3) | Based on information as of December 31, 2015 contained in Schedule 13G filed with the SEC on January 8, 2016. BlackRock, Inc. has sole voting power over 3,337,794 shares and sole dispositive power over 3,425,962 shares. |
(4) | Based on information as of December 31, 2015 contained in Schedule 13G filed with the SEC on February 12, 2016. FMR LLC, Edward C. Johnson 3d and Abigail P. Johnson, through their control of the subsidiaries of FMR LLC, have the sole power to vote or direct the voting of 2,422,414 shares and have the sole power to dispose of or direct the disposition of all 2,485,314 shares. |
(5) | On March 23, 2016, pursuant to the 2013 Plan, 3,000 RSAs vesting over one year were granted to Mr. Ahn, Ms. Chu, Mr. Chung, Mr. Kim, Mr. Lee, Mr. Rho and Mr. Yang. |
(6) | Includes 10,500 options that are presently exercisable under the 2007 Plan. |
(7) | Includes 3,000 options and 10,500 options that are presently exercisable under the 2000 Plan and 2007 Plan, respectively. |
(8) | Includes 3,000 options presently exercisable under the 2000 Plan. The shares are beneficially owned together by Mr. Rho and his spouse. |
(9) | On August 28, 2013, pursuant to the 2013 Plan, 41,832 RSAs were granted to Mr. Kum, 15,000 RSAs to Ms. Lee and 10,000 RSAs to Mr. Kim, all vesting over three years ratably. Each NEO listed was granted one-third of the RSAs on August 28, 2014 one-third of the RSAs on August 28, 2015, and these are included in the shares beneficially owned. On August 1, 2014, pursuant to the 2013 Plan, 5,000 RSA were granted to Mr. Park, vesting over three years ratably, on August 1, 2015 one-third of the RSAs vested, and these are included in the shares beneficially owned. On September 18, 2014, Mr. McCall was granted 12,500 RSAs pursuant to the 2013 Plan, which vested one-third on September 18, 2015, and only his first vesting is included in the above chart given his departure from the Company in December 2015. Certain NEOs paid taxes due on the vesting of their RSAs by reducing the number of stock granted. |
(10) | Includes options presently exercisable under the 2013 Plan by Mr. Kum (120,000), Ms. Lee (33,333), Mr. Kim (16,666) and Mr. Park (1,000). |
(11) | On September 18, 2014, pursuant to the 2013 Plan, 25,000 stock options were granted to Mr. McCall, with vesting occurring ratably over three years. Mr. McCall’s last day with the Company was December 18, 2015. He had 8,332 vested stock options as of December 31, 2015, which he exercised after leaving the Company. |
(12) | On February 17, 2016, pursuant to the 2013 Plan, 99,010 RSAs were granted to Mr. Kum and 49,505 RSAs were granted to Ms. Lee, vesting up to one-fourth each year based on the attainment of the performance criteria described above in the Performance Restricted Stock Grant. |
(13) | Percentage of beneficial ownership based on 32,177,485 shares outstanding as of March 28, 2016, the record date. The total includes the beneficial ownership of Ms. Lim (36,991) |
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | ||||||||||||
(a) | (b) | |||||||||||||
Equity Compensation Plans | ||||||||||||||
Approved By Security Holders | 646,951 | $ | 19.22 | 853,049 | ||||||||||
Equity Compensation Plans Not | ||||||||||||||
Approved By Security Holders | 0 | 0 | ||||||||||||
Total Equity Compensation Plans | 646,951 | $ | 19.22 | 853,049 |
Name and Position | Age | Principal Occupation for Past Five Years and 10 Year Legal Proceedings | ||||
John J. Ahn, Director | 51 | Principal Occupation: | President of B. Riley & Co., LLC, a publicly traded full service investment banking firm (2004 to present); former Managing Director of Maxcor Financial Inc., a New York based institutional brokerage firm (2003 to 2004) and Partner at Standard Capital Group, Inc., a middle market investment banking firm (1995 to 2003); former board member of publicly traded MAIR Holdings and Regent Communications; received a Bachelor of Arts degree in Economics from Williams College in Massachusetts. Currently, Mr. Ahn serves as a board member of the Korea Finance Society (KFS), which promotes and advances the careers of Korean financial professionals. Our Board believes that Mr. Ahn should serve as a Director because of his extensive experience and background in investment banking, finance, strategic planning and his strong understanding of institutional investors. | |||
Director Since: | 2014 | |||||
Christie K. Chu, Director | 51 | Principal Occupation: | Chief Executive Officer of CKC Accountancy Corporation, a tax, accounting and financial consulting firm (1996 to present); former Supervising Audit Senior at KPMG (1992-1995), Tax Senior Advisor at Ernst & Young, LLP (1990 to 1992) and Staff Tax Accountant at Arthur Anderson & Co. (1988 to 1990); former President of the Korean American CPA Society and their board member since 2004; received a Bachelor of Arts degree in Business and Economics from the University of California, Los Angeles and is a Certified Public Accountant. | |||
Our Board believes that Ms. Chu should serve as a Director because of her extensive business and accounting background and experiences at several major accounting firms. Ms. Chu fully understands our core business customer and how to appeal to the next generation of business leaders. | ||||||
Director Since: | 2015 | |||||
Harry Chung, Director | 46 | Principal Occupation: | Chief Financial Officer of Breakwater Investment Management, a private investment firm specializing in direct debt and equity investments in leading lower middle market growth companies (January 2015 to present); former Chief Financial Officer of Imperial Capital, a full-service investment bank offering comprehensive services to institutional investors and middle market companies (2008 to 2014); former Managing Director, Chief Operating Officer at Jefferies and Company, Inc., a global investment bank (1997 to 2008). Mr. Chung is a Certified Public Accountant (inactive) and earned his B.S. in accounting from the University of Illinois in Champaign-Urbana. | |||
Our Board believes that Mr. Chung should serve as a Director because Mr. Chung’s experience in capital markets and financial services is valuable to the Company. Mr. Chung’s experience as a Chief Financial Officer has provided him with financial expertise that is valuable in his role on the Audit and Asset Liability Management Committees. | ||||||
Director Since: | February 2016 |
Paul Seon-Hong Kim, Director | 72 | Principal Occupation: | Retired; former President & Chief Executive Officer, Uniti Financial/Uniti Bank (2008); former President & Chief Executive Officer, Center Financial Corp/Center Bank, where he converted it to a NASDAQ listed company with a 13-fold increase in total market capitalization (1998 – 2007); served in various executive capacities, including as Chief Credit Officer and Chief Financial Officer, Hanmi Bank (1986 to 1998); former Adjunctive Professor, Cal State University (2007, 2009); received a Master of Business Administration from the University of California, Berkeley. | |||
Our Board believes that Mr. Kim should serve as a Director because Mr. Kim’s many years of experience and distinguished background in the banking industry has provided him with valuable financial expertise and a deep understanding of the Korean-American banking industry, which are important in formulating and carrying out Hanmi and Hanmi Bank’s tactical and strategic plans. | ||||||
Director Since: | 2009 |
C. G. Kum, Director | 61 | Principal Occupation: | President and Chief Executive Officer, Hanmi and Hanmi Bank (June 2013 to present); former President and Chief Executive Officer, First California Financial Group and its subsidiary First California Bank (September 1999 to May 2013); served on the boards of First California Financial Group and First California Bank; former president of the board of directors of Community Bankers of California and former member of the board of directors of California Bankers Association; has served on numerous boards of non-profit organizations including United Way and Boys Scouts of America of Ventura County; graduate of the University of California, Berkeley; Master of Business Administration from Pepperdine University; graduate of Stonier Graduate School of Banking. | |||
Our Board believes that Mr. Kum should serve as a Director because Mr. Kum brings to the board his extensive experience in the banking industry, his many successes in safely and profitably growing his organization, his business acumen and good relationship with investors and regulators. Additionally, our Board felt that it is important to have the Chief Executive Officer of Hanmi serve as a director in order to enhance communication between senior management and the Board. | ||||||
Director Since: | 2013 | |||||
Joon Hyung Lee, Director | 72 | Principal Occupation: | President, Nustar LED Lighting, Inc. (2014 – present), Owner, Root-3 Corp., a property management, real estate investment, and development company (1983 to present); former Chairman of our Boards, Hanmi director (2000 to present) and Hanmi Bank (1989 to present); former President, Byucksan America, Inc. (1988 to 1999); received a Master of Business Administration from New York University. | |||
Our Board believes that Mr. Lee should serve as a Director because Mr. Lee’s knowledge of, and connections to, the real estate development and investment markets are important for Hanmi Bank and make him a valuable asset, particularly in the area of asset/liability management and lending. In addition to his property management experience, Mr. Lee has a general contractor’s license, a real estate broker’s license, as well as, international trading experience. Mr. Lee’s long tenure with the Company is also helpful in setting the Company’s strategic direction. | ||||||
Director Since: | 2000 | |||||
Joseph K. Rho, Chairman of our Board | 75 | Principal Occupation: | Retired; current and former Chairman of the Boards, Hanmi and Hanmi Bank (November 2008 to present; 1999-2002), and director of each from 2000 to present and 1984 to present, respectively; J & S Investment (2002 to 2010); former Partner, Korea Plaza LP (1987 to 2002); former President and Owner of Joseph K. Rho Insurance Agency; graduate of the College of Commerce, Seoul National University in South Korea. | |||
In nominating Mr. Rho to serve as a Director and appointing him as Chairman of Hanmi and Hanmi Bank, our Board considered, in particular, the importance of the Chairman’s role in ensuring the effective role and operation of our Board. Our Board believes that Mr. Rho is an effective coordinator of multiple Hanmi Bank constituencies, including its stockholders, customers, officers, employees, and regulators. In addition, our Board considered the critical role Mr. Rho played in assisting Hanmi in raising capital in 2009, 2010 and 2011. Lastly, in appointing Mr. Rho as Chairman, our Board considered that Mr. Rho is one of the largest individual stockholders, and as such, can speak to building long-term stockholder value and provide valuable insight into the concerns of stockholders and investors. | ||||||
Director Since | 2000 |
David L. Rosenblum, Director | 63 | Principal Occupation: | Retired; former Senior Principal for Deloitte Consulting LLP (1979 to 2013) where he was the National Managing Director of Consulting Corporate Development and a key leader of the Strategy & Operations practice; Currently President of the Southern California Chapter of NACD and a member of the board of the Library Foundation of Los Angeles. Formerly served on the Board of Deloitte Consulting LLP (2012 to 2013) and on the Board of Trustees of Wesleyan University (2011 to 2014). Graduate of Wesleyan University with a B.A. in Economics and the Wharton School with a MBA in Finance. | |||
In nominating Mr. Rosenblum to serve as a Director, our Board considered Mr. Rosenblum’s strategic planning, mergers & acquisition and corporate development experience, specifically assisting financial institutions. In addition, as a board member of the Southern California Chapter of the NACD we felt he could bring best practices to the running of an effective board. | ||||||
Director Since | 2014 | |||||
Michael Yang, Director | 54 | Principal Occupation: | Chief Executive Officer of MSY LLC, a private investment company with holdings in multifamily real estate property and public and private equities in IT and financial sectors (2014 to present); Board Director, Become Japan Holdings, Inc. (2014 to present), Founder, CEO and Chairman of the Board of Become Inc., an online merchant and marketing services company (2004 to 2014); Co-founder & Founding Chairman of the Board of Council of Korean Americans (CKA), a national non-profit organization of prominent Korean American leaders (2010 to present); received a BS degree in Electrical Engineering and Computer Science from UC Berkeley, MS degree in Computer Science from Columbia University, and MBA degree from Haas School of Business at UC Berkeley. | |||
In nominating Mr. Yang to serve as a Director, our Board considered Mr. Yang’s executive experience in growing companies, as well as his strategic planning, mergers & acquisition, corporate development and technological knowledge. | ||||||
Director Since: | February 2016 |
2015 | 2014 | ||||||||
Audit Fees (1) | $1,502,300 | $1,846,444 | |||||||
Audit-Related Fees | 0 | 0 | |||||||
Tax Fees (2) | $419,380 | $176,807 | |||||||
All Other Fees (3) | $208,945 | $158,028 | |||||||
TOTAL | $2,130.625 | $2,181,279 |
(1) | Includes fees billed for the integrated audit of our annual financial statements and internal control over financial reporting, for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q, and for compliance with the Federal Deposit Insurance Corporation Improvement Act. In 2014, more than half of the Audit Fees related to M&A purchase accounting services. |
(2) | Includes fees billed for professional services rendered in connection with tax compliance, tax advice, tax planning and strategic advice related to M&A. |
(3) | All other fees in fiscal year 2014 were for professional services relating to tax-related M&A due diligence review. A small portion of the fees in 2014 related to tax controversy work. All other fees in 2015 related to the use of an effective yield model for tax compliance reporting on acquired loans. |
By Order of our Board of Directors, | ||||
![]() | ||||
C. G. Kum | ||||
President and Chief Executive Officer |
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