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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(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
(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
2025 Proxy Statement
Notice of Annual Meeting of Stockholders
|
DATE AND TIME Tuesday, May 20, 2025, at 2:00 p.m., Pacific Time |
|
RECORD DATE April 3, 2025 |
|
PLACE Virtual Annual Meeting Link: meetnow.global/MCTW7LY |
We are holding the 2025 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 in the Notice of Internet Availability of Proxy Materials on your proxy card or the instructions that accompanied your proxy materials.
ITEMS OF BUSINESS
| 1. | Elect 10 directors to serve until the next annual meeting of stockholders and to serve until their successors are duly elected and qualified. |
| 2. | Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for 2024. |
| 3. | Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. |
| 4. | Transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting. |
RECORD DATE
Stockholders of record of East West Bancorp, Inc. common shares at the close of business on April 3, 2025 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 10, 2025, 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 2024 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 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 2024 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 67.
By order of the Board of Directors,
Lisa L. Kim
Corporate Secretary
Pasadena, California | April 10, 2025
EAST WEST BANCORP 2025 Proxy Statement 2
Table of Contents
| PROXY STATEMENT | 5 | |
| Annual Meeting of Stockholders | 5 | |
| Summary of Proposals for 2025 | 5 | |
| Voting Your Shares | 6 | |
| COMPANY HIGHLIGHTS | 7 | |
| Our Company at a Glance | 7 | |
| 2024 Financial Performance | 8 | |
| Corporate Responsibility | 9 | |
| Community Highlights | 10 | |
| Summary Information About Director Nominees | 11 | |
| Corporate Governance Highlights | 12 | |
| Executive Compensation Highlights | 12 | |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 13 | |
| Proposal 1: Election of Directors | 13 | |
| Board of Directors and Nominees | 13 | |
| Director Nominee Qualifications and Experience | 15 | |
| Governance Documents | 21 | |
| Director Independence, Financial Experts and Risk Management Experience | 21 | |
| Board Leadership Structure | 23 | |
| Director Education and Self-Assessment; Succession Planning | 23 | |
| Board Meetings | 24 | |
| Board Committees | 24 | |
| Audit Committee | 25 | |
| Compensation and Management Development Committee (“Compensation Committee”) | 26 | |
| Nominating/Corporate Governance Committee | 27 | |
| Risk Oversight Committee | 27 | |
| Executive Committee | 28 | |
| Stockholder Nominees | 28 | |
| Identifying and Evaluating Nominees for Directors | 29 | |
| Communications with the Board | 30 | |
| Stock Ownership Guidelines | 30 | |
| No Pledging/Hedging of Company Securities | 31 | |
| Certain Relationships and Related Transactions | 31 | |
| Director Compensation | 32 | |
| 2024 Non-Employee Director Compensation Table | 33 | |
| Proposal 2: Advisory Vote to Approve Executive Compensation | 33 |
EAST WEST BANCORP 2025 Proxy Statement 3
Table of Contents
| COMPENSATION DISCUSSION AND ANALYSIS | 35 | |
| 2024 Business and Financial Performance Highlights | 35 | |
| Our Compensation Philosophy | 37 | |
| Overview of Our Executive Compensation Program | 38 | |
| 2024 Pay Mix for NEOs | 38 | |
| Compensation-Setting Process and Roles | 39 | |
| Role of the Compensation Committee | 39 | |
| Role of the Compensation Consultant | 39 | |
| Role of Management | 39 | |
| 2024 Stockholder Advisory Vote on Executive Compensation | 40 | |
| Use of Peer Group | 40 | |
| Compensation-Setting Process | 41 | |
| Elements of Our Executive Compensation Program | 42 | |
| Other Compensation Policies and Information | 49 | |
| Compensation Committee Report | 51 | |
| Summary Compensation Table | 52 | |
| Grants of Plan-Based Awards | 53 | |
| Outstanding Equity Awards at Year-End | 54 | |
| Option Exercises and Stock Vested | 55 | |
| Nonqualified Deferred Compensation Table | 55 | |
| Retirement Plans | 56 | |
| Employment Agreements and Potential Payments upon Termination or Change in Control | 56 | |
| CEO to Median Employee Pay Ratio | 59 | |
| RATIFICATION OF AUDITORS | 63 | |
| Proposal 3: Ratification of Auditors | 63 | |
| Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees | 63 | |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 64 | |
| Audit Committee Report | 64 | |
| STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS, AND MANAGEMENT | 66 | |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | 67 | |
| OTHER INFORMATION | 72 | |
| Proposals of Stockholders | 72 | |
| 2024 Annual Report | 72 |
EAST WEST BANCORP 2025 Proxy Statement 4
2025 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 2024 financial performance, please review our 2024 Annual Report (the “2024 Annual Report”), which includes our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report on Form 10-K”).
Annual Meeting of Stockholders
|
|
DATE AND TIME Tuesday, May 20, 2025, at 2:00 p.m., Pacific Time |
|
RECORD DATE April 3, 2025 |
|
PLACE Virtual Annual Meeting Link: meetnow.global/MCTW7LY |
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 2025 Annual Meeting of Stockholders to be held on May 20, 2025, and any postponements, adjournments, or continuations thereof (the “Annual Meeting”). The mailing address of our principal executive office is 135 N. Los Robles Avenue, 7th Floor, Pasadena, California 91101.
On or around April 10, 2025, we began sending to our common stockholders of record as of April 3, 2025 (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 2024 Annual Report and how to vote.
Summary of Proposals for 2025
| Proposals for Stockholder Consideration | Board Recommendation |
|
PROPOSAL 1: ELECTION OF DIRECTORS (PAGE 13) — To elect 10 directors to serve until the next annual meeting of stockholders and to serve until their successors are duly elected and qualified. |
FOR EACH DIRECTOR NOMINEE — The Board believes that each of the 10 director nominees possesses the necessary qualifications to provide effective oversight of our business and quality advice and counsel to our management. |
|
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (PAGE 33) — We seek approval from stockholders, on a non-binding advisory basis, of the compensation paid to our Named Executive Officers (“NEOs”) for 2024, as described in the “Compensation Discussion and Analysis” section and the tables that follow, beginning on page 35 of this Proxy Statement. |
FOR — The Board believes that the Company’s executive compensation program appropriately aligns pay with performance and provides a strong incentive to executives to achieve Company objectives and create long-term value for our stockholders. The Board values stockholders’ opinions and the Compensation Committee will consider the outcome of the advisory vote when evaluating future executive compensation decisions. |
|
PROPOSAL 3: RATIFICATION OF AUDITORS (PAGE 63) — 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, 2025. |
FOR — The Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as the independent registered public accounting firm of the Company for the year ending December 31, 2025 is in the best interests of the Company and its stockholders. |
EAST WEST BANCORP 2025 Proxy Statement 5
2025 Proxy Statement
Voting Your Shares
|
WHO MAY VOTE Common stockholders of record as of the close of business on April 3, 2025. |
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VOTING BY TELEPHONE
Follow the instructions on the Notice of Internet Availability or on your proxy card. |
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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. |
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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. |
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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 holding their shares by emailing a copy of the legal proxy, along with their name and email address, to Computershare 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 15, 2025. |
EAST WEST BANCORP 2025 Proxy Statement 6
Company Highlights
Our Company at a Glance
East West Bancorp, Inc., with total assets of $76.0 billion as of December 31, 2024, is the publicly- listed parent company of East West Bank (the “Bank”).
The Bank opened its doors in 1973 in Los Angeles as a savings and loans association. Today, the Company is the largest publicly-listed, independent bank (based on total assets) headquartered in Southern California. Through its network of over 110 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 various derivative contracts such as interest rate, energy commodity and foreign exchange contracts. With approximately 3,100 dedicated associates worldwide, East West Bank helps build prosperous futures for all customers by providing the financial tools to reach further . In 2024, East West Bank’s performance earned it the top spot in the $50 Billion and Above asset category from Bank Director for the second year in a row. East West Bank also secured a coveted fourth-place spot among top-performing banks from American Banker . In addition, the Bank was included in Newsweek’s “America’s Most Loved Workplaces,” ARTnews’ “135 Top Art World Professionals,” and Fortune’s “100 Best Large Workplaces for Millennials” lists.
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.
EAST WEST BANCORP 2025 Proxy Statement 7
Company Highlights
2024 Financial Performance
For the full year 2024, the Company achieved record revenue, net income and earnings per share, generating a 15.93% return on average equity and 1.60% return on average assets. We grew deposits by over $7 billion, reflecting the strength of our customer relationships. Fee income grew 12% year-over-year to a new record level, with notable strength in wealth management, lending, and deposit account fees. For more complete information regarding our 2024 financial performance, please review our Annual Report on Form 10-K. Highlights of the Company’s 2024 financial performance are provided below.
EAST WEST BANCORP 2025 Proxy Statement 8
Company Highlights
Corporate Responsibility
Highlights of our Corporate Responsibility strategic initiatives and commitments:
|
SUPPORTING OUR COMMUNITIES. At East West Bank, we provide high-quality, affordable financial services and products for our customers, with a focus on underserved groups. We were pioneers in offering mobile banking in different languages and can assist customers in English and over 10 other languages and dialects throughout our branch network. Since our founding, we have been helping our customers achieve the dream of home ownership. We offer home loans and other products and services that support low-to-moderate income and underserved communities. We provide community development loans to non-profit and community-based organizations. Our focus on fair-priced products and alternative credit qualifications for customers support the underbanked, which is part of our founding mission. The Bank has an overall Community Reinvestment Act rating of “Outstanding.” | |
|
OUR INVESTMENT ACTIVITY. We have a long-standing and active program to make investments that promote community development. Through ownership interests in funds or direct equity investments, the Bank’s purposeful investment activities have made a positive impact in our communities and the society at large. In 2023 and the first half of 2024, our investments include: |
| • | $203M in affordable housing projects that developed 2,988 units in California, Texas, Georgia, and 12 other states to provide permanent housing for families, seniors, and special-needs populations. |
| • | $134M in New Markets Tax Credit projects, across 27 different states, which included community health and wellness centers, manufacturing and industrial space, neighborhood resource centers, schools, and theaters and arts facilities in qualified economic zones. |
| • | $175M in renewable energy projects that generate and store electricity. |
| • | $31M in various investment funds to support job creation for small businesses and community development. |
|
ENVIRONMENTAL SUSTAINABILITY. The Bank is focused on integrating sustainable principles into our business, from reducing our energy and water footprint to financing projects that support the transition to a resilient energy economy. We operate out of several LEED and/or Energy Star ® certified buildings. Our lending and investment activities also support various sustainability-related projects, including clean energy projects. | |
|
SUPPORTING THE ARTS. The arts play a vital role in building bridges between cultures and enhancing the well-being of our communities, bringing us joy, expressing our voices, and promoting mutual understanding. The Bank fosters the arts in our communities by providing support to artists, museums, exhibits, art education programs, cultural celebrations, and other artistic experiences. | |
|
FINANCIAL LITERACY. The Bank supports financial literacy initiatives that help customers and community members learn more about managing their money. These programs provide access to financial education in different languages. One highlight of our efforts in 2024 is a $2 million grant from the East West Bank Foundation to help Grameen America open a second branch in Houston, Texas. Grameen America is an organization that provides financial education, a business support network, and affordable microloan capital to underserved entrepreneurs. | |
|
SUPPORT FOR SMALL BUSINESS. We offer products and services tailored to support small business owners, including business checking, small business loans, and merchant services. |
EAST WEST BANCORP 2025 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 multi-cultural understanding. The following are some examples of the Company’s 2024 community investments and social programs:
|
$1.2 billion
in financing for
affordable housing
|
$15.1 million in charitable contributions to nonprofit organizations
|
|
|
8,998 small business loans
|
5,882
community service
|
EAST WEST BANCORP 2025 Proxy Statement 10
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 |
44 |
2022 |
X |
A, R (RE) |
Founding Principal, BridgeCounsel
|
|
Molly Campbell |
64 |
2014 |
X |
A (FE), C, N |
Former Director, Port Department of
|
|
Archana Deskus |
59 |
2019 |
X |
C, R |
Former Executive Vice President and CTO,
|
|
Serge Dumont |
65 |
2022 |
X |
C, N |
Vice Chairman, ImpactWayv, Inc.
|
|
Mark Hutchins |
62 |
2023 |
X |
A (FE), R (RE and Chair) |
Retired Partner, KPMG LLP
|
|
Paul H. Irving |
72 |
2010 |
X |
A, N (Chair), R |
Senior Advisor, Milken Institute
|
|
Sabrina Kay |
62 |
2022 |
X |
C, N |
CEO, Fremont Private Investments
|
|
Jack C. Liu |
66 |
1998 |
X |
C (Chair), N, R |
Senior Attorney, Alliance International Law
|
|
Dominic Ng |
66 |
1991 |
CEO |
E (Chair) |
Chairman of the Board and CEO of East
|
|
Lester M. Sussman |
70 |
2015 |
Lead
Independent Director |
A (FE and
Chair), C, E, R (RE) |
Retired Partner, Deloitte Touche
|
A = Audit Committee; C = Compensation Committee; E = Executive Committee; N = Nominating/Corporate Governance Committee; R = Risk Oversight Committee;
FE = Audit Committee Financial Expert; RE = Risk Oversight Committee Risk Expert
EAST WEST BANCORP 2025 Proxy Statement 11
Company Highlights
Corporate Governance Highlights
Highlights of our corporate governance practices include:
| DIRECTOR ELECTION | ||
| › Annual Director Elections | › | Majority Voting in Uncontested Elections |
| BOARD COMPOSITION | ||
| › Independent Board | › | Key Board Committees are Independent |
| › Strong Lead Independent Director Position | ||
| 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 | ||
| › Corporate Governance Guidelines | › | Regular Board Self-Assessment and |
| › Code of Conduct | Management Evaluation | |
| › Environmental and Social Policy Framework | › | Annual Planned and Emergency Succession Planning |
| › Continuing Education for Board Directors | 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:
| INDEPENDENT REVIEW | ||
| › Independent Compensation Consultant | › | Compensation Strategy and Plan |
| PRACTICES AND POLICIES | ||
| › 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 |
EAST WEST BANCORP 2025 Proxy Statement 12
Board of Directors and Corporate Governance
Proposal 1: Election of Directors
PROPOSAL SNAPSHOT
What am I voting on?
Stockholders are being asked to elect 10 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.
Board of Directors and Nominees
Our business is managed under the direction of our 10-member Board. The Board is nominating the 10 director nominees to serve a one-year term, each of whom is recommended for re-election by the Nominating/Corporate Governance Committee.
We seek directors with a strong reputation and experience in areas relevant to the strategy and operations of our businesses, particularly the 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 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.
The nominees collectively bring a wide range of experience to the Board, enhancing our ability to serve as a financial bridge between the U.S. and Asia.
EAST WEST BANCORP 2025 Proxy Statement 13
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, and all director nominees have indicated their willingness to serve.
| Director Nominees | Age | Year First Appointed | Committee Memberships | |
|
Manuel P. Alvarez* | 44 | 2022 | A, R (RE) |
|
Molly Campbell* | 64 | 2014 | A (FE), C, N |
|
Archana Deskus* | 59 | 2019 | C, R |
|
Serge Dumont* | 65 | 2022 | C, N |
|
Mark Hutchins* | 62 | 2023 | A (FE), R (RE and Chair) |
|
Paul H. Irving* | 72 | 2010 | A, N (Chair), R |
|
Sabrina Kay* | 62 | 2022 | C, N |
|
Jack C. Liu* | 66 | 1998 | C (Chair), N, R |
|
Dominic Ng | 66 | 1991 | E (Chair) |
|
Lester M. Sussman (LD)* | 70 | 2015 | A (FE and Chair), C, E, R (RE) |
A = Audit 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); Ms. Deskus, who is a director of Cognizant Technology Solutions Corporation (Nasdaq: CTSH); Mr. Hutchins, who is a director of Old Market Capital Corporation (Nasdaq: OMCC); 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.
EAST WEST BANCORP 2025 Proxy Statement 14
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 | 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. All of the director nominees were elected by stockholders at the May 24, 2024 annual meeting of stockholders. If elected, each nominee will hold office until the 2026 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 2025 Proxy Statement 15
Board of Directors and Corporate Governance
Director Qualifications and Experience
|
Manuel P. Alvarez INDEPENDENT Founding Principal, BridgeCounsel Strategies, LLC 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 serving on our Board.
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Molly Campbell INDEPENDENT Former Director, Port Department of the Port Authority of New York and New Jersey DIRECTOR SINCE: 2014 COMMITTEES: Audit, Compensation, Nominating/Corporate Governance |
Molly Campbell has almost 30 years of executive leadership experience, most recently as a senior advisor with Boston Consulting Group (BCG), 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 serving on our Board.
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Board of Directors and Corporate Governance
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Archana Deskus INDEPENDENT Former Executive Vice President and Chief Technology Officer, PayPal Holdings, Inc. DIRECTOR SINCE: 2019 COMMITTEES: Compensation, Risk Oversight |
Archana Deskus is the former 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, Ms. Deskus has served on the boards of private and non-profit organizations including Junior Achievement of Southeast Texas, Tavant Technologies and American Eagle Federal Credit Union. 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 serving on our Board.
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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 Founding Chairman and President Emeritus of Asia Society France and serves on the board of Synergos in New York. Mr. Dumont’s broad international and geopolitical experience well qualifies him to continue serving on our Board.
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Board of Directors and Corporate Governance
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Mark Hutchins INDEPENDENT Retired Partner, KPMG LLP DIRECTOR SINCE: 2023 COMMITTEE: Audit, Risk Oversight (Chair) |
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 practiced as a CPA with KPMG LLP.
Mr. Hutchins has served as a member of the board of directors of Old Market Capital Corporation (Nasdaq: OMCC) since 2021 and has served on over 20 other corporate, nonprofit, and civic boards. He provides valuable insight on governance, enterprise risk management, and financial reporting, and brings nearly 40 years of financial services experience to the Company, which well qualifies him to continue serving on our Board.
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Paul H. Irving INDEPENDENT Senior Advisor, Milken Institute DIRECTOR SINCE: 2010
COMMITTEES:
Audit, Nominating/Corporate Governance (Chair),
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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. He 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 member of the board of CoGenerate and serves as a senior advisor at CWI Labs and a member of the National Academy of Medicine Global Commission on Healthy Longevity, 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 extensive 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 insights they provide well qualifies him to continue serving on our Board.
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Board of Directors and Corporate Governance
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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 Woman 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: MNKD), 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 serving on our Board.
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Jack C. Liu INDEPENDENT Senior Attorney, Alliance International Law Offices DIRECTOR SINCE: 1998
COMMITTEES:
Compensation
(Chair), Nominating/Corporate Governance,
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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 Taishin Life Insurance Co. Ltd., a Taiwan-based life insurance company.
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 serving on our Board.
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Board of Directors and Corporate Governance
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Dominic Ng Chairman of the Board and CEO of East West Bancorp, Inc. and East West Bank DIRECTOR SINCE: 1991 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. He transformed East West Bank from a small savings and loan association with $600 million in assets in 1991 into a global full-service commercial bank with $76 billion in assets as of December 31, 2024. Prior to taking the helm of East West Bank as CEO in 1992, he was President of Seyen Investment and practiced as a CPA with Deloitte Touche, LLP in Houston and Los Angeles.
Mr. Ng served as Chair of the 2023 Asia-Pacific Economic Cooperation (APEC) Business Advisory Council (ABAC), the private sector arm of APEC that advises heads of state and government on economic growth. He is also a board member of Mattel Inc. (Nasdaq: MAT) and the University of Southern California. In recognition of his leadership, the Los Angeles Times included him among its “L.A. Influential” list of 2024, and the Los Angeles Business Journal named him “Business Person of the Year.” American Banker honored him 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.
Beyond his industry achievements, Mr. Ng is known for his civic and philanthropic leadership. He received the Alexis de Tocqueville Global Award from 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 make him highly qualified to serve on the Board. He brings deep knowledge of East West Bank’s business and operations, the U.S. financial services industry, the Asia-Pacific region and U.S.-Asia cross-border trade and investments.
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Lester M. Sussman LEAD INDEPENDENT DIRECTOR Retired, Deloitte Audit Partner DIRECTOR SINCE: 2015 COMMITTEES: Audit (Chair), Executive, Compensation, Risk Oversight |
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 CPA.
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. He is also 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 serving on our Board.
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Board of Directors and Corporate Governance
Governance Documents
We have adopted formal Corporate Governance Guidelines reflecting our commitment to sound corporate governance. These principles are essential to running the Company’s business efficiently and to maintaining our integrity in the marketplace. In addition, we have adopted a Code of Conduct that applies to our directors, officers, and employees, 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.
The 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, the Board has determined that all of our directors, except for Mr. Ng, are independent as that term is defined under the Nasdaq listing standards. Accordingly, all members of the Audit, Compensation, and Nominating/Corporate Governance Committees satisfy the independence requirements of Nasdaq. The Board has also determined that all members of the Risk Oversight Committee are independent, though this committee is not subject to Nasdaq independence requirements. In making these determinations, the Board considered the relationships that each non-employee director has with us and all other facts and circumstances that the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock of each non-employee director, as well as relationships that our directors may have with customers and vendors.
FINANCIAL EXPERTS
Based on its review, the Board determined that three directors, Ms. Campbell, Mr. Hutchins, and Mr. Sussman, qualify as “audit committee financial experts,” as defined under the applicable rules of the U.S. Securities and Exchange Commission (“SEC”), by reason of their prior job experience, and satisfy the Nasdaq requirements for financial sophistication.
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| Risk Management Experience | ||
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All members of
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› 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 |
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| Risk Experts Under the Federal Reserve’s Enhanced Prudential Standards | ||
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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. |
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Hutchins |
› Mr. Hutchins was a partner with KPMG LLP, where he formed the firm’s enterprise risk management process and group. › While leading the Banking Practice on the West Coast for KPMG LLP, he implemented and advised on risk management for various financial services firms. |
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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:
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The Board receives 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. |
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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. |
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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. |
EAST WEST BANCORP 2025 Proxy Statement 22
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 CEO also serve as Chairman is in our best interest. The designation of the CEO with the additional title as Chairman is important when dealing with overseas customers and dignitaries in Asia, where these positions are typically combined. We 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 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.
Our 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:
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› Lead executive sessions of the Board’s independent or non-management directors and preside at any session of the Board where the Chairman is not present; › 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 their concerns and expectations; |
› 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 responsibilities to the Board. |
The Company does not have a policy requiring mandatory separation of the roles of CEO and the Chairman of the Board. Instead, the Board believes it is in the best interest of the Company to 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 nine of the 10 directors being independent.
Director Education and Self-Assessment; Succession Planning
We 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 2024, our Board received in-Company training on topics including BSA/AML and OFAC requirements, fraud, enterprise risk management, cybersecurity, compliance risk management, and the Community Reinvestment Act. In addition, our directors have external continuing education requirements. In 2024, members of our Board participated in external director continuing education programs including those offered by the National Association of Corporate Directors (“NACD”), YPO, KPMG, PricewaterhouseCoopers, Baker Tilly, Deloitte, Crowe, NASDAQ, Fidelity,
EAST WEST BANCORP 2025 Proxy Statement 23
Board of Directors and Corporate Governance
and the Federal Reserve Board, on topics such as audit committee issues, corporate social responsibility, information security, cybersecurity risk, geopolitical risk, global finance trends, regulatory review, oversight of artificial intelligence, board oversight of governance, compensation, compliance and ethics, climate and greenhouse disclosure, and risk oversight and management. In addition, Messrs. Dumont, Hutchins, Liu, and Sussman are active members of the NACD, Mr. Liu is a NACD Leadership Fellow, Mr. Sussman is NACD Directorship Certified, and Mr. Dumont is FT Directorship Certified and a member of the Association of LGBTQ+ Corporate Directors.
The Board regularly evaluates its overall effectiveness, committee assignments, Board refreshment, and governance and risk management practices. The Nominating/Corporate Governance Committee determines the process for such evaluation and review, which typically includes a review of how certain attributes affect Board and/or individual director effectiveness, such as Board and Board Committee size, meeting frequency, quality and timing of information provided to the Board and Board Committee members, director communication, director education, director skills and qualifications, director independence and overall performance.
Board Meetings
During 2024, the Board held four regularly scheduled meetings and a multi-day retreat. There were also 20 meetings of Board committees during 2024. All director nominees 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, and all directors attended the 2024 annual meeting of stockholders.
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 2025 Proxy Statement 24
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.
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CHAIR:
Lester M. Sussman
OTHER MEMBERS:
Manuel P. Alvarez,
Mark Hutchins
NUMBER OF
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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
› 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. |
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EAST WEST BANCORP 2025 Proxy Statement 25
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.
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CHAIR: Jack C. Liu OTHER MEMBERS: Molly Campbell, Archana Deskus, Serge Dumont,
Sabrina Kay, Lester
NUMBER OF MEETINGS HELD IN 2024: 5 |
PRIMARY RESPONSIBILITIES › Annually reviewing and approving the primary components of compensation for our CEO and other NEOs (after receiving input from our CEO with respect to the other NEOs); › 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 NEOs in light of established goals and objectives; › Periodically evaluating the competitiveness of the compensation of our CEO, other NEOs, 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. |
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Compensation Consultant The Compensation Committee appointed Meridian Compensation Partners, LLC as its independent compensation consultant in 2024. 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 2025 Proxy Statement 26
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.
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CHAIR: Paul H. Irving OTHER MEMBERS: Molly Campbell, Serge Dumont, Sabrina Kay, Jack C. Liu
NUMBER
OF
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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. |
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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.
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CHAIR: Mark Hutchins OTHER MEMBERS:
Manuel P. Alvarez,
Lester M. Sussman
NUMBER
OF
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PRIMARY RESPONSIBILITIES › Be responsible for the Company’s risk management standards; › Monitoring the Company’s risk exposure in the identified enterprise risk categories; › Timely identifying the material risks that the Company faces; › Communicating necessary information on material risks to senior management and, as appropriate, to the Board or relevant Board committee; › Approving and/or developing the risk appetite and tolerance levels for the Company; › Overseeing systems that management put in place to identify, manage, and mitigate cybersecurity risks; › Overseeing the Company’s risk management framework and implementing responsive risk management strategies appropriate to the Company’s risk profile; › Integrating risk management into the Company’s decision-making; and › Monitoring BSA/AML OFAC compliance risks across the Company and reviewing assessments of BSA program enhancements from internal audits, regulators, and independent third parties, including consultants. |
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EAST WEST BANCORP 2025 Proxy Statement 27
Board of Directors and Corporate Governance
Executive Committee
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CHAIR: Dominic Ng OTHER MEMBERS: Lester M. Sussman
NUMBER OF
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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. |
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Stockholder Nominees
The policy of the Nominating/Corporate Governance Committee is to consider properly submitted stockholder nominations for Board candidacy as described below in “ Identifying and Evaluating Nominees for Directors .” In evaluating these nominations, the Nominating/Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to meet the membership criteria set forth under “Director Nominee Qualifications and Experience” discussed above. Any stockholder nominations proposed for consideration by the Nominating/Corporate Governance Committee should include the nominee’s name and qualifications for Board membership and should be addressed to:
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CORPORATE SECRETARY East West Bancorp, Inc.
135 N. Los Robles Avenue, 7th Floor
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Nominations for directors may be made by any stockholder entitled to vote for the election of directors if proper notice is given in accordance with 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 the 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 not later than the close of business on the 90th 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 date of the initial public announcement of the date of such meeting.
In addition to satisfying the foregoing requirements, our Bylaws require that stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must provide notice to the Company and comply with Rule 14a-19 under the Securities Exchange Act of 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 2025 Proxy Statement 28
Board of Directors and Corporate Governance
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› A representation that the stockholder, or beneficial owner, if any, will, or is part of a group that will file a definitive proxy statement and form of proxy with the SEC and solicit proxies in support of such director nominee(s) or nomination(s) in accordance with Rule 14a-19 under the Exchange Act; › The name and record address of the stockholder, as they appear on the Company’s books; |
› A description of all arrangements or understandings between the stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nominations are to be made by the stockholder; and › A representation that the stockholder or a qualified representative intends to appear in person via the internet or by proxy at the meeting to nominate the person named in the notice. |
In addition to the procedures set forth above, following discussions with stockholders, in March 2023 the Board amended our Bylaws to implement “stockholder proxy access,” which first applied 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 possess the following:
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› 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 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 all director duties responsibly |
EAST WEST BANCORP 2025 Proxy Statement 29
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. If 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.
The Committee is tasked with interviewing and determining whether a potential director candidate is qualified to join the Board of the Company and the Bank, including the evaluation of whether a candidate is “independent” in accordance with the Exchange Act and Nasdaq listing standards. In addition, the Company arranges for a background search of the potential candidate, including but not limited to his or her “independence” and presents the findings to the Committee. For example, in connection with the nomination of Mr. Hutchins to the Board in 2023, the Company and the Committee performed a background search of Mr. Hutchins, determined that he had no direct or any significant relationship with the Company or any of its subsidiaries prior to his candidacy and thus deemed him “independent.” At the time of his appointment, Mr. Hutchins had been retired from KPMG for no less than two years and was deemed “independent” by KPMG prior to his candidacy given that his financial and pension relationships were separated from KPMG. Mr. Hutchins never, at any time, served as the audit partner, provided oversight, or performed any audit functions for the Company, the Bank, or any of its subsidiaries.
Director candidates are evaluated at regular or special meetings of the Committee and may be considered at any point during the year. As described above, the Committee considers properly submitted stockholder nominations for candidates for the Board. Following verification of the stockholder status of persons proposing candidates, recommendations are aggregated and considered by the Committee. If any materials are provided by a stockholder in connection with the nomination of a director candidate, those materials are forwarded to the Committee. In evaluating the nominations, the Nominating/Corporate Governance Committee seeks to achieve a balance of knowledge, experience, and capability on the Board.
Communications with the Board
Our Board welcomes suggestions and comments from stockholders. All stockholders are encouraged to attend the Annual Meeting where senior management and representatives from our independent registered public accounting firm, as well as members of the Board, will be available to answer questions. Stockholders may also send written communications to the Board by writing to the Secretary of the Board at:
|
|
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.
Stock Ownership Guidelines
All directors and NEOs 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 NEOs 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 .
EAST WEST BANCORP 2025 Proxy Statement 30
Board of Directors and Corporate Governance
NEOs have additional holding requirements for stock acquired as part of their compensation. NEOs 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 or RSUs 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.
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. 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 in which amounts involved exceed $120,000 and 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. |
EAST WEST BANCORP 2025 Proxy Statement 31
Board of Directors and Corporate Governance
During 2024, 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, 2024, none of these loans were categorized as nonaccrual, past due, restructured, or potential problem loans. We do not provide any loans to NEOs. 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.
Director Compensation
The Compensation Committee is responsible for reviewing and making recommendations to the Board of Directors with respect to the compensation of directors. Employees of the Company and its subsidiaries are not compensated for service as a director of the Company or its subsidiaries and are excluded from the table below. The compensation received by Mr. Ng as an employee of the Company is provided below in the “Summary Compensation Table.”
Director compensation is reviewed by the Compensation Committee of the Board and adjustments are generally considered every two years. The Committee will engage an outside independent consultant to review director compensation amounts and structure at the same group of peer banks used by the Compensation Committee to review the compensation of senior management. In 2024, the Compensation Committee engaged Meridian Compensation Partners, LLC as its independent compensation consultant for this purpose.
In 2024, non-employee directors received an annual cash retainer of $133,750 and an annual award of $133,750 of common stock. The Lead Independent Director received an additional annual cash retainer of $40,000. The Board believes that the role of a Lead Independent Director is essential to maintaining an independent leadership with respect to matters such as Board oversight, corporate strategy, management succession, internal controls, Board composition and functions, and accountability to stockholders, and therefore the annual cash retainer paid for the Lead Independent Director’s additional service is justified. The essential duties of the Lead Independent Director are explained in further detail in the section titled “Board Leadership Structure” above and in our Corporate Governance Guidelines. Mr. Estrada, the former Lead Independent Director, retired as a director of the Company on March 3, 2025. He served as the Board representative to the Company’s strategic advisory council of outside community leaders in 2024 and was charged with developing strategic networks of new business, for which he received a cash retainer of $25,000 for such additional Board service.
The committee chairs received an additional annual cash retainer as follows: Audit, $27,500; Compensation, $27,500; Risk Oversight, $27,500, and Nominating/Corporate Governance, $22,500.
EAST WEST BANCORP 2025 Proxy Statement 32
Board of Directors and Corporate Governance
The following table summarizes the compensation paid by the Company to non-employee directors for the calendar year that ended December 31, 2024:
|
Name |
Fees Earned or
Paid in Cash ($) 1 |
Stock Awards ($) 2 |
All Other
Compensation ($) |
Total ($) |
|
|
133,768 |
|
267,500 | |
|
|
133,768 |
|
267,500 | |
|
|
133,768 |
|
267,500 | |
|
|
133,768 |
|
267,500 | |
|
|
158,768 |
|
292,500 |
|
|
|
161,268 |
|
295,000 | |
|
|
156,268 |
|
290,000 | |
|
|
133,768 |
|
267,500 | |
|
|
161,268 |
|
295,000 | |
|
|
201,268 |
|
335,000 |
| 1. | Annual cash retainers were paid to directors in June 2024 for service from May 2024 to May 2025. |
| 2. |
|
| 3. |
|
Proposal 2: Advisory Vote to Approve Executive Compensation
PROPOSAL SNAPSHOT
What am I voting on?
Stockholders are being asked, as required by Section 14A of the Exchange Act, to approve, on an advisory basis, the compensation of the NEOs for 2024 as described in the “Compensation Discussion and Analysis” section beginning on page 35 and the Compensation Tables section beginning on page 52.
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 2025 Proxy Statement 33
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 six years.
We believe that the information provided in “ Compensation Discussion and Analysis ” beginning on page 35 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 to a record $53.7 billion in 2024;
› Total deposits grew to a record $63.2 billion in 2024;
› ROA of 1.60% in 2024 was substantially above the KBW Nasdaq BANK INDEX (“BKX”) median of 0.99% and average of 0.95%; and
› ROE of 15.93% in 2024 was substantially above the BKX median of 10.86% and average of 10.30%.
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 2026.
EAST WEST BANCORP 2025 Proxy Statement 34
Compensation Discussion and Analysis
Compensation Discussion and Analysis
The following Compensation Discussion and Analysis (“CDA”) describes the structure and guiding principles of our 2024 executive compensation program for the Company’s Named Executive Officers, as set forth below.
|
2024 Named Executive Officers |
Dominic Ng | Chairman and Chief Executive Officer |
|
Christopher J. Del
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 |
2024 Business and Financial Performance Highlights
In 2024, we continued to deliver strong and consistent financial performance. The Company achieved record loans of $53.7 billion, record deposits of $63.2 billion, and record assets of $76.0 billion.
We also outperformed peer banks in terms of ROA, ROE, and total shareholder return (“TSR”). The Compensation Committee believes the Company’s 2024 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 40 of this Proxy (the “Peer Group”) and (ii) the banks comprising the KBW Nasdaq BANK INDEX (“BKX”).
EAST WEST BANCORP 2025 Proxy Statement 35
Compensation Discussion and Analysis
Company Results Compared to Peers
2024 RETURN ON ASSETS OF 1.60%
2024 RETURN ON EQUITY OF 15.93%
THREE-YEAR TOTAL SHAREHOLDER RETURN (“TSR”) OF 31.97% AS OF DECEMBER 31, 2024
EAST WEST BANCORP 2025 Proxy Statement 36
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 2025 Proxy Statement 37
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 2024 executive compensation program remained the same as our 2023 structure. The components of each element of our executive compensation program are described in the table below.
2024 Pay Mix for NEOs
The 2024 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 2024, 83% of the CEO’s target pay was at risk and linked to performance-based outcomes. For the other NEOs, 68% of target pay, on average, was at risk and tied to direct performance results.
EAST WEST BANCORP 2025 Proxy Statement 38
Compensation Discussion and Analysis
Compensation-Setting Process and Roles
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 Chief Human Resources Officer and Chief Risk Officer, reviewing our incentive compensation programs to evaluate and ensure that none of them encourage excessive risk; |
› Developing and maintaining a balanced compensation strategy of long-term and short-term incentives; › 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 CONSULTANT
The independent compensation consultant, Meridian Compensation Partners, LLC, reports directly to the Compensation Committee, advising the Committee on trends and issues in executive compensation and providing 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.
EAST WEST BANCORP 2025 Proxy Statement 39
Compensation Discussion and Analysis
2024 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 98.7% of the votes cast at our 2024 annual meeting of stockholders approved the Company’s 2023 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 were primarily chosen based on comparable asset size, with additional consideration of other metrics such as market capitalization, revenue, geographic presence, business model, and complexity of operations.
In November 2023, the Compensation Committee approved our 2024 compensation peer group which consisted of 21 bank holding companies with similar market capitalization and asset size as the Company (the “Peer Group”). The composition of the Peer Group was updated to better reflect the Company’s business focus, asset size, and continued growth by adding Citizens Financial Group, Fifth Third Bancorp, and MT Bank Corporation. As of December 31, 2024, our Peer Group’s total assets ranged from $35.2 billion to $223.7 billion, with a median total asset size of $77.6 billion. As of December 31, 2024, the median market capitalization of our Peer Group was $8.7 billion, with a range between $2.9 billion and $31.2 billion. With respect to total assets and market capitalization, the Company ranked in the 48th percentile and 62nd percentile, respectively, relative to the Peer Group as of December 31, 2024.
THE COMPANIES IN THE PEER GROUP WERE AS FOLLOWS:
| FY 2024 Peer Group | ||
|
BankUnited, Inc. (NYSE: BKU) |
First Citizens BancShares, Inc.
(Nasdaq: FCNC.A) |
Regions Financial Corporation (NYSE:
RF) |
|
BOK Financial Corporation (Nasdaq:
BOKF) |
Huntington Bancshares Incorporated
(Nasdaq: HBAN) |
SouthState Corporation (NYSE: SSB) |
|
Citizens Financial Group, Inc.
(NYSE:CFG) |
KeyCorp (NYSE: KEY) |
Synovus Financial (NYSE: SNV) |
|
Columbia Banking System, Inc. (NYSE:
COLB) |
MT Bank Corporation (NYSE: MTB) |
Valley National Bancorp (Nasdaq: VLY) |
|
Comerica Incorporated (NYSE: CMA) |
Northern Trust Corporation (Nasdaq:
NTRS) |
Western Alliance Bancorporation
(NYSE: WAL) |
|
Cullen/Frost Bankers, Inc. (NYSE:
CFR) |
Pinnacle Financial Partners, Inc.
(Nasdaq: PNFP) |
Wintrust Financial Corporation
(Nasdaq: WTFC) |
|
Fifth Third Bancorp (Nasdaq: FITB) |
Popular, Inc. (Nasdaq: BPOP) |
Zions Bancorp (Nasdaq: ZION) |
EAST WEST BANCORP 2025 Proxy Statement 40
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 reflect considerations for 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 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 BKX (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-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; |
› Individual performance and overall contributions; |
||
| › The Company’s performance against financial measures; | › The business climate, economic conditions, and other factors; and | ||
| › The Company’s performance relative to strategic initiatives approved by the Compensation Committee; | › The results of the most recent “Say-on-Pay” stockholder vote. |
As a 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 awards, the Compensation Committee considers the executive’s achievement against performance goals, along with individual contributions toward Company objectives.
EAST WEST BANCORP 2025 Proxy Statement 41
Compensation Discussion and Analysis
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 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 |
FY2023 Base
Salary ($000s) |
FY2024 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 |
$636.0 |
+6.0% |
|
Irene H. Oh |
Executive Vice President, Chief Risk Officer |
$701.1 |
$729.2 |
+4.0% |
|
Douglas P. Krause |
Vice Chairman, Chief Corporate Officer |
$636.9 |
$656.0 |
+3.0% |
|
Parker L. Shi |
Executive Vice President, Chief Operating Officer |
$816.0 |
$832.3 |
+2.0% |
PERFORMANCE-BASED BONUS PLAN
The Compensation Committee has developed a Performance-Based Bonus Plan to 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 2024, performance on Corporate Goals was measured 70% based on financial 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 performance).
Each NEO is assigned a bonus target, stated as a percentage of the individual’s annual base salary. An NEO’s actual payout 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 such NEO.
In determining each NEO’s target bonus percentage and weighting for Corporate Goals and Individual Goals, the Board and the Committee generally considered competitive market information as well as individual performance and contributions to the Company. Following its annual review, the Committee determined that adjustments to the weights and potential payout of
EAST WEST BANCORP 2025 Proxy Statement 42
Compensation Discussion and Analysis
performance objectives were appropriate to align with market practice and balance incentives tied to corporate and individual performance. Accordingly, the Committee approved the following features to the 2024 Performance-Based Bonus Plan:
|
› |
Target incentive opportunities, defined as a percentage of base salary, remained unchanged at 145% for Mr. Ng and 100% for Ms. Oh, Mr. Krause, Mr. Shi, and Mr. Del Moral-Niles. |
› |
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 goals. |
||
| › | To balance the more short-term focus inherent in financial goals against the long-term vision and performance objectives described in the strategic goals, maximum achievement for financial goals and strategic goals was set up to 200% of achievement of stated goals. | › | The achievement of Corporate Goals and Individual Goals under the Performance-Based Bonus Plan results in an annual award that can be earned between zero and 200% of the bonus target. |
The financial, strategic, and individual goal weights for each NEO were approved 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% |
45% |
20% |
35% |
|
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% |
EAST WEST BANCORP 2025 Proxy Statement 43
Compensation Discussion and Analysis
2024 Financial Metrics
Financial metrics comprised 70% of the Performance-Based Bonus Plan Corporate Goals in 2024. On an annual basis, the Company evaluates the performance metrics used and modifies the metrics and the weightings as deemed appropriate. In 2024, the Company updated the metrics to more closely align with key priorities for the year, including growing operating earnings (“EPS”), total loans, total deposits, and pre-tax, pre-provision (“PTPP”) income, while managing credit quality. The weighting for the financial metrics consisted of 80% on growth, including operating EPS, PTPP income, and average total loans and deposits growth, and 20% on credit quality. Specific to the growth metrics, the weightings were 25% for operating EPS, 25% for PTPP income, 10% for average total loans growth, and 20% for average total deposits growth. The balance of the weightings consisted of 20% for the year-end criticized loans ratio.
For 2024, financial targets were established in line with the Company’s budget that was approved by the Board at the beginning of 2024. With consideration to a softening economic outlook for 2024, the target operating EPS and PTPP were set at $7.50 and $1,616 million, respectively, both of which were lower than actual 2023 results. The target growth rates for average total loans and average total deposits for 2024 were set at $1,250 million, or 2.5%, and $2,000 million, or 3.6%, higher than 2023 results. Both target growth rates positioned the Company above the 50th percentile, compared to analyst consensus estimates for the Peer Group. For credit quality, the target metric for the year-end criticized loans ratio was set at 3.38%, placing the Company above the 50th percentile based on recent criticized loan ratio estimates for the Peer Group.
The 2024 financial metrics, measured against actual results, are summarized as follows:
EAST WEST BANCORP 2025 Proxy Statement 44
Compensation Discussion and Analysis
2024 Strategic Metrics and Results
In determining the 2024 Performance-Based Bonus payouts for the strategic component, the Compensation Committee evaluated management’s performance in four key strategic areas: Back to Basics, Deepen Customer Relationships, Strategic Growth, and Talent.
In 2024, we continued to make progress in addressing regulatory matters affecting three lines of defense. To build our mid- and back-office capabilities, we continued to strengthen our enterprise capabilities and improve our operations. We grew product fees with new and existing clients and reached record fee income growth. To invest in our future, we focused on product innovation, improved retail banking, wealth management, and digital banking. Our efforts resulted in new client acquisitions, additional product offerings, and enhanced banking experiences for our customers. We continued to focus on developing our people, as we completed the bank-wide initiative to have 100% of associates participate in our annual goal- setting program. We also made strategic hires to expand our talent base, while adding new leaders in the executive team and key business areas to support the growth of the Company. The following highlights some of the key achievements in 2024 for each of the Company’s strategic goals.
| Back to Basics |
› Upgraded risk management processes, systems, and resources and capabilities; › Successfully completed multiple critical technology infrastructure upgrades such as wire processing, BSA/AML solutions, and commercial online banking; › Enhanced system reliability, security, and availability to enable ongoing operations; and › Continued to optimize internal processes to improve productivity and reduce customer friction. |
| Strategic Growth |
› Maintained strong growth for businesses across retail banking, private banking, wealth management and consumer mortgage; › Continued product innovation for customers and introduced new products and features such as QR payment for international travel; and › Continued to build partnerships to create new consumer customer acquisition channels. |
|
Deepen
Customer
Relationships |
› Continued to adopt a customer win-win approach to provide holistic banking solutions to existing customers and expand value provided to customers; › Achieved record product fees across cash management, FX, and wealth management; and › Continued to push omni-channel small business banking solutions to reduce transaction complexity and improve customer experience. |
| Talent |
› Ensured critical role placements to build the right skills and knowledge to meet current and future business needs; › Improved the business continuity plan by designating a back-up delegate for key positions; and › Completed the bank-wide implementation of performance management from a mostly competency-based system to a goal-based system for 100% of associates. |
EAST WEST BANCORP 2025 Proxy Statement 45
Compensation Discussion and Analysis
At its February 2025 meeting, the Compensation Committee approved the achievement of the executive team’s efforts at a total of 150% for the strategic component, based on the following weights: (i) 50% for Back to Basics with 144% results, (ii) 15% for Deepen Customer Relationships with 200% results, (iii) 15% for Strategic Growth with 177% results, and (iv) 20% for Talent with 108% results.
2024 Individual Metrics
The Board recognized that under Mr. Ng’s leadership, the Company successfully built upon its strong financial momentum from prior years and achieved record 2024 financial results while the banking industry continues to face economic uncertainty. In 2024, the Company achieved record earnings of $8.33 per diluted share, up 2% from the previous year, record net income of $1.2 billion, record revenues of $2.6 billion, record assets of $76.0 billion, record loans of $53.7 billion, and record deposits of $63.2 billion. In addition, for 2024, the Company reported a return on average assets of 1.60%, return on average equity of 15.93%, and return on average tangible equity of 17.05%, with a three-year TSR of 32% compared to the Peer Group’s 10% and BKX’s 16%. Under Mr. Ng’s leadership, the Company gained recognition in the media and climbed in industry rankings. The Company’s strong financial performance earned it the #1 Performing Bank ranking from Bank Director and the #4 Performing Bank ranking from American Banker , showcasing its resilience and strategic execution in a competitive landscape. The Board continues to recognize that the Company, with its unique business model and high performing results, has flourished under the leadership of Mr. Ng, an experienced executive who continues to grow the Company, invests in products and services for the future, manages risks, and expands the leadership team for succession planning and broadening capabilities, while also maintaining his focus on the Company’s customers.
For the other NEOs, the Compensation Committee concluded as follows:
| ● | Mr. Del Moral-Niles successfully delivered strong earnings for the Company while effectively managing its balance sheet, capital, and liquidity position amid a challenging environment shaped by higher interest rates and shifting regulatory requirements. He continued to establish credibility across the analyst and investor communities and drove improvements in the Company’s financial forecasting process to position the Company for continued financial stability and long-term success. | |
| ● | Ms. Oh advanced the Company’s independent risk management functions to ensure alignment with evolving regulatory expectations and industry best practices. She led efforts to improve the Company’s risk management programs across all the pillars of risk identification and assessment, risk measurement, risk controls and risk reporting. Additionally, under her leadership, the Company successfully upgraded risk management systems and processes, GRC tools and resources, and made critical enhancements to its Risk Appetite Statement, Key Risk Indicator framework, and the Risk and Control Self- Assessment (RCSA) program, further strengthening its risk and control environment. | |
| ● | Mr. Krause continued to focus on maintaining and promoting the Company’s disciplined credit culture to improve asset quality while supporting loan growth and encouraging collaboration between the credit team and the frontline business units. He continued to enhance credit risk management processes, including the Company’s loan monitoring framework, forward looking metrics and more granular Management Information Systems, policies and procedures, and exception reporting/analysis. In 2024, all distressed assets metrics of the Company were below peer bank averages. | |
| ● | Mr. Shi provided strategic leadership in corporate development and operational execution, ensuring efficiency and alignment across the organization. He continued to focus on optimizing enterprise operations and improving system reliability and security through business innovation and new technologies. Under Mr. Shi’s leadership, the Back to Basics initiative successfully completed its objective, as 100% of the associates participated in the 2024 goal-setting program. |
EAST WEST BANCORP 2025 Proxy Statement 46
Compensation Discussion and Analysis
2024 Performance-Based Bonus for NEOs
After taking into account the Company’s performance, the Compensation Committee determined that the NEOs had a payout of 168% for the corporate component, which consisted of a 175% payout for the financial metrics (70% weighting) and a 150% payout for the strategic metrics (30% weighting). Payouts for the individual component (excluding the CEO) ranged from 97% to 142%. Overall payouts (excluding the CEO) ranged from 143% to 159%.
For 2024, all NEOs were awarded the performance-based bonus amounts set forth in the table below.
| Target Weightings | 2024 Payout (as a % of Target) | |||||||
|
Executive |
Target
% Salary |
Corporate Performance |
Individual |
Corporate Performance |
Individual |
Total
|
||
| Financial | Strategic | Financial | Strategic | |||||
|
Dominic Ng |
145% |
70% |
30% |
- |
175% |
150% |
- |
168% |
|
Christopher
J. Del
Moral-Niles |
100% |
45% |
20% |
35% |
175% |
150% |
142% |
159% |
|
Irene H. Oh |
100% |
45% |
20% |
35% |
175% |
150% |
129% |
154% |
| Douglas P. Krause |
100% |
45% |
20% |
35% |
175% |
150% |
97% |
143% |
|
Parker L. Shi |
100% |
45% |
20% |
35% |
175% |
150% |
131% |
155% |
Long-Term Incentive Awards
Long-term incentive (“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 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 2024 were granted under the Company’s 2021 Stock Incentive Plan, as amended (the “2021 Stock Incentive Plan”), which is the Company’s current omnibus stockholder-approved plan for equity awards to employees. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in 2024.
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, for awards granted in 2024: January 1, 2024, through December 31, 2024; January 1, 2025, through December 31, 2025; and January 1, 2026, through December 31, 2026), 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 on the Company’s financial performance that year relative to the Long-Term Performance Peer Group, which was defined as the banks in the 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.
EAST WEST BANCORP 2025 Proxy Statement 47
Compensation Discussion and Analysis
| Metric | Weighting |
Threshold
(50% payout) |
Target
(100% payout) |
Maximum
(200% payout) |
| ROA | 37.5% | 30th percentile | 50th percentile | = 80th percentile |
| ROE | 37.5% | 30th percentile | 50th percentile | = 80th percentile |
| TSR | 25% | 30th percentile | 50th percentile | = 80th percentile |
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 2023, the Company’s ROA and ROE of 1.71% and 17.91% respectively, were above the 2023 median ROA and ROE of 0.93% and 10.19% respectively, for the Long-term Performance Peer Group, and ranked in the 100th percentile for both metrics relative to the Long-term Performance Peer Group. The Company’s TSR in 2023 ranked 65th percentile relative to the Long-Term Performance Peer Group. Taking into account the various factors above, the Compensation Committee approved the 2024 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, Del Moral-Niles, Krause, and Shi, and Ms. Oh were each granted an award of 28 RSUs on February 12, 2024, as part of the Spirit of Ownership Program 1 .
| NEO | 2024 Target PSUs | 2024 RSUs |
| Dominic Ng | 58,678 | 28 |
| Christopher J. Del Moral-Niles | 5,216 | 28 |
| Irene H. Oh | 13,040 | 28 |
| Douglas P. Krause | 11,084 | 28 |
| Parker L. Shi | 9,780 | 28 |
| 1. | The Spirit of Ownership Program applies to all employees of the Company and was launched in 1998 with the premise that each employee is a shareholder, with a vested stake in the Company’s long-term success, growth, and profitability. |
PSU Payouts
The PSUs awarded in 2022 had three one-year performance periods, with the last performance period ending on December 31, 2024. Based on the Company’s performance for ROA (37.5% weighting), ROE (37.5% weighting), and TSR (25% weighting) relative to the Long-Term Performance Peer Group, the Compensation Committee determined that the PSUs paid out at 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; 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; and 180.4% of target for 2024 resulting from a 57th percentile rank for TSR, 100th percentile rank for ROA, and 91st percentile rank for ROE. Please refer to the “Option Exercises and Stock Vested” table on page 55 for the number of shares each NEO earned. Mr. Del Moral-Niles did not participate in the 2022 and 2023 PSU program because he joined the Company in late 2023.
The PSUs awarded in 2023 have three one-year performance periods. The first two performance periods ended on December 31, 2023, and December 31, 2024, 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, the Compensation Committee determined that the PSUs were earned at 187.7% of target in 2023 resulting from a 65th percentile rank for TSR,
EAST WEST BANCORP 2025 Proxy Statement 48
Compensation Discussion and Analysis
100th percentile rank for ROA, and 100th percentile rank for ROE; and 180.4% of target in 2024 resulting from a 57th percentile rank for TSR, 100th percentile rank for ROA, and 91st percentile rank for ROE. The last performance period ends on December 31, 2025. Earned shares will not be payable until the end of the third year.
The PSUs awarded in 2024 have three one-year performance periods. The first performance period ended on December 31, 2024. 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 180.4% of target in 2024 resulting from a 57th percentile rank for TSR, 100th percentile rank for ROA, and 91st percentile rank for ROE. The second and last performance periods end on December 31, 2025 and December 31, 2026, 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 2024, 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 2024, 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, except for financial planning services and the use of a Company-owned car for the CEO. The financial planning services are intended to help ensure compliance by the CEO with all applicable tax and regulatory requirements.
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 2024 are within an appropriate range of competitive compensation practices relative to our Peer Group. Details about the NEOs perquisites, including the cost to the Company, are shown in the “Summary Compensation Table” under the “All Other Compensation” column on page 52 together with the accompanying footnotes.
Other Compensation Policies and Information
In addition to adhering to the processes described in the preceding sections, the Compensation Committee maintains a strong corporate governance culture with respect to executive compensation. Over the years, it has adopted policies, including those described below, to further align executive compensation with performance and what the Company believes is in the best interest of the stockholders.
EAST WEST BANCORP 2025 Proxy Statement 49
Compensation Discussion and Analysis
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 |
|
NEOs have additional holding requirements for stock acquired as part of their compensation. NEOs shall hold until retirement at least 51% of any stock acquired upon the exercise of stock options (net of taxes and net of the grant price paid) and at least 51% of any stock received upon vesting (net of taxes) of restricted stock or RSUs.
The Nominating/Corporate Governance Committee reviews compliance with the guidelines annually, and all NEOs met the stock ownership and holding guidelines for 2024.
CLAWBACKS FOR ANY RESTATEMENT; EXECUTIVE COMPENSATION RECOVERY POLICY
In 2023, the Company adopted an Executive Compensation Clawback Policy (the “Clawback Policy”) that provides for 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, which was approved by the Compensation Committee in 2012.
Under 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.
INSIDER TRADING POLICY; NO HEDGING OR PLEDGING OF COMMON STOCK
The Company has
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.
EAST WEST BANCORP 2025 Proxy Statement 50
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-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.
Compensation Committee Report
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 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, 2024.
|
THE COMPENSATION COMMITTEE
Jack C. Liu, Chairman Molly Campbell Archana Deskus Serge Dumont Sabrina Kay Lester M. Sussman |
EAST WEST BANCORP 2025 Proxy Statement 51
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 2024, 2023, and 2022 compensation for the NEOs.
| Name and Principal Position |
Year |
Salary ($) |
Bonus ($) 1 |
Stock Awards ($) 2 |
Option
Awards ($) |
Non-Equity
Incentive Plan Compensation ($) 3 |
All
Other
|
Total ($) |
|
Dominic Ng Chairman and Chief Executive Officer |
2024
|
1,275,000
|
-
|
4,712,953
|
-
|
3,105,900
|
119,780
|
9,213,633
|
|
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
|
|
|
Christopher J. Del Moral-Niles Executive Vice President and Chief Financial Officer |
2024
|
630,462
|
-
|
420,757
|
-
|
1,011,494
|
16,125
|
2,078,838
|
|
2023
|
150,000 5
|
350,000
|
500,000
|
-
|
-
|
150
|
1,000,150
|
|
|
Irene H. Oh Executive Vice President and Chief Risk Officer |
2024
|
724,868
|
-
|
1,048,883
|
-
|
1,126,149
|
15,525
|
2,915,425
|
|
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
|
|
|
Douglas P. Krause Vice Chairman and Chief Corporate Officer |
2024
|
653,021
|
-
|
891,851
|
- |
939,007
|
43,081
|
2,526,960
|
|
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
|
|
|
Parker L. Shi Executive Vice President and Chief Operating Officer |
2024
|
829,809
|
-
|
787,164
|
- |
1,291,344
|
15,299
|
2,923,616
|
|
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
|
| 1. | 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 and Mr. Krause’s one-time bonus of $100,000 in 2022 for assuming additional responsibilities and strengthening the corporate risk management function. |
| 2. | Represents the aggregate grant date fair values of the RSUs and performance-based RSUs granted in 2024, 2023, and 2022 in accordance with FASB ASC Topic No. 718, Compensation—Stock Compensation. See the Company’s Annual Report on Form 10-K, Note 13 — Stock Compensation Plans to the Consolidated Financial Statements for the year ended December 31, 2024 on the Company’s accounting for share-based compensation plans. With the exception of Mr. Del Moral-Niles’ 2023 RSU awards, and the RSU grant from the Spirit of Ownership Program, all other NEO equity awards are performance-based with payouts that depend on the probable outcome of the performance criteria and the price of the Company’s common stock on the award certification date. For the 2024 performance-based RSUs, assuming that the highest level of performance conditions will be achieved, the grant date fair value of the maximum awards for the NEOs would be as follows: for Mr. Ng, $8,085,947; for Mr. Del Moral-Niles, $718,751; for Ms. Oh, $1,796,877; for Mr. Krause, $1,527,345; for Mr. Shi, $1,347,658. |
| 3. | Represents incentive compensation earned under our Performance-Based Bonus Plan in 2025, 2024, and 2023 related to years 2024, 2023, and 2022, respectively. Mr. Del Moral-Niles joined the Company in October 2023 and did not participate in the annual Performance-Based Bonus Plan for 2023. |
| 4. | Includes: for Mr. Ng, (i) financial planning and administrative services of $53,900, (ii) vacation cash-out of $49,038, (iii) Company contributions under its 401(k) Plan of $15,525 and (iv) auto usage of $1,317; for Mr. Del Moral-Niles, (i) cell phone allowance of $600 and (ii) Company contributions under its 401(k) Plan of $15,525; for Ms. Oh, (i) Company contributions under its 401(k) Plan of $15,525; for Mr. Krause, (i) Company contributions under its 401(k) Plan of $15,525 and (ii) vacation cash-out of $27,556; for Mr. Shi, (i) Company contributions under its 401(k) Plan of $14,699 and (ii) cell phone allowance of $600. These amounts reflect the Company’s actual costs to provide the perquisites or other personal benefits to the NEOs. |
| 5. | Mr. Del Moral-Niles joined the Company on October 2, 2023. His 2023 salary reflects the actual days he was employed by the Company. |
EAST WEST BANCORP 2025 Proxy Statement 52
Compensation Discussion and Analysis
The table below summarizes all plan-based awards granted by the Compensation Committee to the NEOs in 2024.
Grants of Plan-Based Awards
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards 1 |
Estimated
Future Payouts Under
|
|
|||||||
|
Name |
Grant Date |
Threshold
|
Target ($) |
Maximum
|
Threshold
|
Target
|
Maximum
|
All
Other
Stock Awards: Number of Shares of Stock or Units (#) 3 |
Grant
|
|
Dominic Ng |
02/12/2024 |
- |
- |
- |
- |
- |
- |
28 |
2,006 |
|
03/05/2024 |
924,375 |
1,848,750 |
3,697,500 |
29,339 |
58,678 |
117,356 |
- |
4,710,947 |
|
|
Christopher J. Del Moral- Niles |
02/12/2024 |
- |
- |
- |
- |
- |
- |
28 |
2,006 |
|
03/05/2024 |
318,000 |
636,000 |
1,272,000 |
2,608 |
5,216 |
10,432 |
- |
418,751 |
|
|
Irene H. Oh |
02/12/2024 |
- |
- |
- |
- |
- |
- |
28 |
2,006 |
| 03/05/2024 |
364,591 |
729,182 |
1,458,364 |
6,520 |
13,040 |
26,080 |
- |
1,046,877 |
|
|
Douglas P. Krause |
02/12/2024 |
- |
- |
- |
- |
- |
- |
28 |
2,006 |
| 03/05/2024 |
327,980 |
655,960 |
1,311,920 |
5,542 |
11,084 |
22,168 |
- |
889,845 |
|
|
Parker L. Shi |
02/12/2024 |
- |
- |
- |
- |
- |
- |
28 |
2,006 |
| 03/05/2024 |
416,160 |
832,320 |
1,664,640 |
4,890 |
9,780 |
19,560 |
- |
785,158 |
|
| 1. | These grants show the potential payment for our NEOs under our formula-based Performance-Based Bonus Plan. Additional information regarding the Performance-Based Bonus Plan is discussed in the section Compensation Discussion and Analysis – Elements of our Executive Compensation Program in this Proxy Statement. The actual payments the NEOs received are based upon the performance attained and are included in the Non-Equity Incentive Plan Compensation column in the “Summary Compensation Table” above. | |
| 2. | Represents performance-based RSUs that cliff vest on March 5, 2027, assuming that the employee remains employed through such date. Vesting is subject to meeting pre-established performance goals over multiple performance periods with the last performance period ending on December 31, 2026. Dividends are accrued and paid at the time of vesting. Actual payout may range from zero to the maximum number of performance-based RSUs. Awards will be paid out 100% in stock in a number of shares equal to the number of performance-based RSUs vested. The target units represent the target number of performance-based RSUs granted on the grant date, and the Company’s TSR, ROA and ROE performance at the 50th percentile compared to the performance of the banks comprising the BKX for each year, representing a payout of 100%. Threshold units represent the Company’s TSR, ROA and ROE performance at the 30th percentile compared to the BKX for each year, resulting in a payout of 50% of the target number of performance-based RSUs. Maximum units represent the Company’s TSR, ROA and ROE performance at the 80th percentile and above compared to the banks comprising the BKX for each year, resulting in a payout of 200% of the target number of performance-based RSUs. The actual percentage payout would be linearly interpolated between the 30th percentile of the TSR, ROA and ROE performance (50% payout), the 50th percentile of the TSR, ROA and ROE performance (100% payout) and the 80th percentile of the TSR, ROA and ROE performance (200% payout). TSR is weighted at 25%, ROA and ROE are weighted equally at 37.5% each. | |
| 3. | Represents RSUs granted on February 12, 2024, as part of the all-employee Spirit of Ownership Program for Mr. Ng, Del Moral-Niles, Krause, Shi, and Ms. Oh. All RSUs cliff vest three years from the date of grant. | |
| 4. | The assumptions applied in determining the grant date fair value are the same as those set forth in footnote 2 to the “Summary Compensation Table” above. |
The table below sets forth the outstanding equity awards held by the NEOs as of December 31, 2024. There were no outstanding option awards held by NEOs as of December 31, 2024. With the exception of (i) the RSUs granted on February 1, 2022, January 23, 2023, and February 12, 2024, as part of the all-employee Spirit of Ownership Program, and (ii) Mr. Del Moral-Niles’ sign-on RSUs granted in 2023, 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 2025 Proxy Statement 53
Compensation Discussion and Analysis
Outstanding Equity Awards at Year-End
|
Name |
Grant Date |
Number
of Shares or Units
|
Market Value of Shares or Units of Stocks That Have Not Vested ($) 2 |
Equity Incentive Plan Awards: Number of
Unearned
Shares, Units or
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) 2 |
|
Dominic Ng |
02/01/2022 | 23 3 | 2,202 | - | - |
| 03/04/2022 | 100,560 4 | 9,629,626 | - | - | |
| 01/23/2023 | 29 3 | 2,777 | - | - | |
| 03/01/2023 | 72,812 5 | 6,972,477 | 39,563 5 7 | 3,788,553 | |
| 02/12/2024 | 28 3 | 2,681 | - | - | |
| 03/05/2024 | 35,289 6 | 3,379,275 | 78,238 6 7 | 7,492,071 | |
|
Christopher J. Del Moral- Niles |
10/02/2023 | 9,781 3 | 936,629 | - | - |
| 02/12/2024 | 28 3 | 2,681 | - | - | |
| 03/05/2024 | 3,137 6 | 300,399 | 6,955 6 7 | 666,011 | |
|
Irene H. Oh |
02/01/2022 | 23 3 | 2,202 | - | - |
| 03/04/2022 | 18,995 4 | 1,818,961 | - | - | |
| 01/23/2023 | 29 3 | 2,777 | - | - | |
| 03/01/2023 | 13,755 5 | 1,317,179 | 7,474 5 7 | 715,710 | |
| 02/12/2024 | 28 3 | 2,681 | - | - | |
| 03/05/2024 | 7,843 6 | 751,046 | 17,387 6 7 | 1,664,979 | |
|
Douglas P. Krause |
02/01/2022 | 23 3 | 2,202 | - | - |
| 03/04/2022 | 16,760 4 | 1,604,938 | - | - | |
| 01/23/2023 | 29 3 | 2,777 | - | - | |
| 03/01/2023 | 13,755 5 | 1,317,179 | 7,474 5 7 | 715,710 | |
| 02/12/2024 | 28 3 | 2,681 | - | - | |
| 03/05/2024 | 6,666 6 | 638,336 | 14,779 6 7 | 1,415,237 | |
|
Parker L. Shi |
02/01/2022 | 23 3 | 2,202 | - | - |
| 03/04/2022 | 15,643 4 | 1,497,974 | - | - | |
| 01/23/2023 | 29 3 | 2,777 | - | - | |
| 03/01/2023 | 11,329 5 | 1,084,865 | 6,155 5 7 | 589,403 | |
| 02/12/2024 | 28 3 | 2,681 | - | - | |
| 03/05/2024 | 5,882 6 | 563,260 | 13,040 6 7 | 1,248,710 |
| 1. | Represents grants of performance-based RSUs and time-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. The vesting of the time-based RSUs is subject to meeting the three- year service condition from the grant date. Dividends are accrued on the performance-based RSUs and time-based RSUs and paid at the time of vesting. |
| 2. | The amounts shown represent the number of shares or units shown in the column immediately to the left multiplied by the closing price on December 31, 2024, of the Company’s common stock as reported on Nasdaq, which was $95.76. |
| 3. | Reflects time-based RSUs that will cliff vest three years from the date of grant, assuming that the employee remains employed through such date. |
| 4. | This performance-based RSU granted on March 4, 2022, cliff vested on March 4, 2025. |
| 5. | This performance-based RSU granted on March 1, 2023, cliff vests on March 1, 2026, assuming that the employee remains employed through such date. |
| 6. | This performance-based RSU granted on March 5, 2024, cliff vests on March 5, 2027, assuming that the employee remains employed through such date. |
| 7. | Reflects the maximum potential payout, but the actual number of shares ultimately paid out may vary from the amount shown on the table, with the possibility of payout, ranging from no payout to maximum payout depending on the outcome of the performance criteria. |
EAST WEST BANCORP 2025 Proxy Statement 54
Compensation Discussion and Analysis
The following table summarizes, for the NEOs, the option exercises and stock awards vested during 2024. The amounts reflected below show the number of shares acquired at the time of exercise or vesting, as applicable. The amounts reported as value realized are shown on a before-tax basis.
Option Exercises and Stock Vested
| Option Awards | Stock Awards | |||
| Name |
Number of Shares
Acquired on Exercise (#) |
Value Realized on
Exercise ($) |
Number of Shares
Acquired on Vesting (#) |
Value Realized on
Vesting ($) 1 |
| Dominic Ng | - | - | 116,194 | 8,507,677 |
|
Christopher J. Del
Moral-Niles |
- | - | - | - |
| Irene H. Oh | - | - | 18,372 | 1,345,150 |
| Douglas P. Krause | - | - | 15,928 | 1,166,200 |
| Parker L. Shi | - | - | 17,542 | 1,728,406 |
| 1. | Amounts shown represent the product of the number of shares vested and the closing price of the Company’s common stock on the NASDAQ on the performance-based RSU, or the time-vested RSU’s respective vesting date. In each case, the number of shares acquired at vesting and the value realized at vesting do not include any reduction in vested shares or value realized associated with the withholding of shares to satisfy tax withholding obligations. |
The following table summarizes information about NEO participation in our nonqualified Deferred Compensation Plan, which is described on page 49 above, in the “Retirement Programs and Perquisites” section. In 2024, Mr. Ng and Mr. Shi participated and made contributions to the Deferred Compensation Plan.
Nonqualified Deferred Compensation Table
| Nonqualified Deferred Compensation in 2024 | |||||
|
Name |
Executive
2024 ($) 1 |
Registrant
2024 ($) |
Aggregate
Earnings in 2024 ($) 2 |
Aggregate
Withdrawals/ Distributions ($) |
Aggregate
2024 ($) |
| Dominic Ng | 1,491,750 | - | 471,528 | - | 5,794,582 |
| Christopher J. Del Moral-Niles | - | - | - | - | - |
| Irene H. Oh | - | - | - | - | - |
| Douglas P. Krause | - | - | - | - | - |
| Parker L. Shi | 1,459,957 | - | 756,043 | - | 4,995,976 |
| 1. | The amounts contributed to this plan by the Company’s NEOs set forth in the above table have been included in the “Summary Compensation Table.” |
| 2. | Reflects hypothetical or “notional” gains on account balances based on the NEO’s selected investments. Plan participants do not receive above-market or preferential earnings under the Company’s nonqualified deferred compensation plan. Thus, no nonqualified deferred compensation earnings are reported in the “Summary Compensation Table.” |
EAST WEST BANCORP 2025 Proxy Statement 55
Compensation Discussion and Analysis
Retirement Plans
We have two retirement plans. Our 401(k) Plan is a qualified retirement plan under the Internal Revenue Code of 1986, as amended (the “Code”), and is open to all employees of the Company and its subsidiaries with at least three months of service.
We also have a Supplemental Executive Retirement Plan (“SERP”) which was established in 2001 in order to provide supplemental retirement benefits to certain employees whose contributions to the 401(k) Plan are limited under applicable Internal Revenue Service regulations. The SERP was also intended as a retention incentive to ensure the continued employment of the officers participating in the plan. As of December 31, 2024, 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, 2024, 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. Del Moral-Niles. 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 3, 2025, to provide for a termination date of March 5, 2028. 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-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, 2024, for any reason other than Cause, he would be entitled to receive severance payments totaling $13,251,576. 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, 2024, for any reason other than Cause, the market value of his RSUs, which would accelerate in vesting, was $25,629,350 based on the closing price of the Company’s common stock as of that date.
EAST WEST BANCORP 2025 Proxy Statement 56
Compensation Discussion and Analysis
Chief Risk Officer
On December 21, 2016, the Bank entered into an Executive Employment Agreement with its Chief Risk 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, 2024, to provide for a termination date of December 21, 2025.
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, 2024, for any reason other than Cause, she would be entitled to receive severance payments totaling $2,584,513.
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, 2024, are disclosed in the table on page 54 under “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, 2024, of her RSUs which would have accelerated in vesting as a result of her death or disability would have been $5,085,191.
EAST WEST BANCORP 2025 Proxy Statement 57
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 3, 2025, to provide for a termination date of March 3, 2028. 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, 2024, for any reason other than Cause (as defined in the Krause Employment Agreement), he would be entitled to receive severance payments totaling $4,898,953 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, 2024, for any reason other than Cause, the market value of his RSUs, which would have accelerated in vesting, was $4,633,587.
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, 2024, to provide for a termination date of December 1, 2025.
The Shi Employment Agreement provides that Mr. Shi will receive an annual base salary, subject to periodic review and increase, and will be eligible to participate in an annual performance-based bonus plan. However, any actual bonus for any given year will be determined and paid in accordance with the Bank’s annual bonus plan arrangements applicable to senior executives generally. Mr. Shi will also be eligible to receive annual stock grants as approved by the Board. In addition, Mr. Shi will be entitled to participate in all employee benefit plans and perquisite arrangements available to senior executives of the Bank and shall receive reimbursement of reasonable business expenses. Mr. Shi’s employment with the Bank may be terminated by the Bank with or without Cause (as defined in the Shi Employment Agreement), in the event of disability (as defined in the Shi Employment Agreement) or death.
The Bank may terminate Mr. Shi’s employment with the Bank at any time without Cause, for any reason or no reason at all, upon thirty days’ advance written notice.
In the event of termination of Mr. Shi’s employment by the Bank without Cause, and contingent upon Mr. Shi’s execution and non-revocation of a general release of claims, the Bank shall pay to Mr. Shi the following: (i) a single lump sum amount consisting of an amount equal to two times of Mr. Shi’s then annual base salary and; (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 contract, he would receive severance payments totaling $2,955,984.
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
EAST WEST BANCORP 2025 Proxy Statement 58
Compensation Discussion and Analysis
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, 2024 are disclosed in the table on page 54 under “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, 2024, of his RSUs which would have accelerated in vesting as a result of his death or disability is $4,072,816.
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, 2024, the annual total compensation of our CEO was $9,213,633 as shown in the “Summary Compensation Table.” The annual total compensation of our median employee for 2024, excluding the CEO, was $104,121, resulting in a ratio of 88 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, 2024. 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, 2024.The U.S. and Hong Kong-based employees represented 95% of our 3,182 total employees, excluding employees on leave of absence as of December 31, 2024. We excluded employees of East West Bank (China) Limited, our wholly owned subsidiary in China, and other employees based in China and Singapore, totaling 152 individuals or approximately 4.8% of our total employees. As of December 31, 2024, the Company had 2,952 U.S.-based employees and 230 non-U.S. employees.
Our definition of “total compensation,” for purposes of determining our median employee, includes total cash compensation paid during 2024 (excluding 401(k) deferrals and overtime wages) and the grant date fair value of RSUs (or RSU equivalents) awarded in 2024. We did not annualize the compensation for any employees that were not employed by us for all of 2024 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, 2024 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 2025 Proxy Statement 59
Compensation Discussion and Analysis
Pay Versus Performance
The following table sets forth information concerning the compensation of our CEO and other NEOs for each of the fiscal years ending December 31, 2024, 2023, 2022, 2021, and 2020, and our financial performance for each such fiscal year.
|
Value of Initial $100
Investment Based on: |
||||||||
| Year |
Summary
Compensation Table Total for CEO 1 |
Compensation
Actually Paid Total to CEO |
Average
Summary Compensation Table Total for Non-CEO NEOs 2 |
Average
Compensation Actually Paid to non-CEO NEOs |
Total
Shareholder Return |
Peer Group
Total Shareholder Return 8 |
Net
Income ($ in millions) |
Return
on Equity |
| 2024 3 |
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|
| 2023 4 |
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|
| 2022 5 |
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|
| 2021 6 |
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|
| 2020 7 |
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|
| 1. |
|
| 2. |
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; Irene H. Oh, Douglas P. Krause, Andy Yen, Gary Teo, and Catherine Zhou in 2020. |
| 3. |
|
| 4. |
|
| 5. |
|
| 6. |
|
| 7. |
|
| 8. |
|
The following table reconciles the total compensation shown in the “Summary Compensation Table” to the compensation actually paid to NEOs shown in the “Pay Versus Performance” table above.
EAST WEST BANCORP 2025 Proxy Statement 60
Compensation Discussion and Analysis
| CEO | Average of Non-CEO NEOs | |||||||||
| Year | 2024 | 2023 | 2022 | 2021 | 2020 | 2024 | 2023 | 2022 | 2021 | 2020 |
|
Summary
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|
Less:
Fair Value
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
|
Add:
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
Change
in Fair
|
|
|
(
|
|
|
|
|
(
|
|
|
|
Change
in Fair
|
|
|
(
|
|
(
|
|
|
(
|
|
(
|
|
Add:
Dividends
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
For the fiscal year ending December 31, 2024, the most important financial performance measures used to link compensation actually paid to our NEOs to Company are listed as follows.
| Important Financial Performance Measurements | ||||
|
|
|
|
||
EAST WEST BANCORP 2025 Proxy Statement 61
Compensation Discussion and Analysis
The following graphs compare the compensation actually paid to our CEO and the average of compensation actually paid to our non-CEO NEOs with Total Shareholder Return, Net Income, and Return on Average Equity.
EAST WEST BANCORP 2025 Proxy Statement 62
Ratification of Auditors
Proposal 3: Ratification of Auditors
PROPOSAL SNAPSHOT
What am I voting on?
Stockholders are being asked to ratify the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2025. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, as a matter of good corporate governance, the Board submits its selection of the independent registered public accounting firm to our stockholders for ratification. If the stockholders should not ratify the appointment of KPMG LLP, the Audit Committee will reconsider the appointment.
Voting recommendation:
FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
KPMG LLP has been approved by the Audit Committee of the Company to be the independent registered public accounting firm of the Company for the 2025 year. The stockholders are being asked to ratify the selection of KPMG LLP. KPMG LLP has served as our independent registered public accounting firm since 2009. If the stockholders do not ratify such selection by the affirmative vote of a majority of the votes present and entitled to vote, the Audit Committee will reconsider its selection. Under applicable SEC regulations, the selection of the independent registered public accounting firm is solely the responsibility of the Audit Committee.
Representatives from the firm of KPMG LLP will be present at the Annual Meeting to respond to stockholders’ questions and will be given the opportunity to make a statement if they desire to do so.
Audit Fees, Audit Related Fees, Tax Fees and All Other Fees
The following is a description of the fees earned by KPMG LLP for services rendered to the Company for the years ended December 31, 2024 and December 31, 2023.
| 2024 | 2023 | |
| Audit Fees 1 | $3,319,602 | $2,941,241 |
| Audit-Related Fees 2 | 53,527 | 51,215 |
| Tax Fees 3 | 30,777 | 17,894 |
| All Other Fees | - | - |
| Total Fees | $3,403,906 | $3,010,350 |
| 1. | Audit fees relate to the integrated audit of the Company’s consolidated financial statements, internal control over financial reporting, the review of the Company’s interim consolidated financial statements, and other audits provided in connection with regulatory filings provided by KPMG LLP. Audit fees also include the statutory audit for East West Bank (China) Limited provided by KPMG China. |
| 2. | Audit-related fees consist of fees for certain professional services provided by KPMG Hong Kong in connection with the review of regulatory filings for East West Bank’s Hong Kong branch. |
| 3. | Tax fees include tax compliance fees for East West Bank (China) Limited provided by KPMG China and tax consulting services by KPMG LLP. |
EAST WEST BANCORP 2025 Proxy Statement 63
Ratification of Auditors
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Consistent with SEC rules regarding auditor independence, the Audit Committee is responsible for appointing, setting fees for and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility and in accordance with the Exchange Act, it is the policy of the Audit Committee to pre-approve all permissible services provided by our independent registered public accounting firm, except for minor audit-related engagements which in the aggregate do not exceed 5% of the total fees we pay to our independent registered public accounting firm during the year in which the services were provided. All of the services listed above for 2024 were approved by the Audit Committee prior to the service being rendered as described in the operating procedures below.
Each year, prior to engaging our independent registered public accounting firm, management submits to the Audit Committee for approval a list of services expected to be provided during that year within each of the three categories of services described below, as well as related estimated fees, which are generally based on time and materials. Audit services include audit work performed on the financial statements, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters and discussions surrounding the proper application of financial accounting and/or reporting standards.
Audit-related services include assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, statutory audits, employee benefit plan audits and special procedures required to meet certain regulatory requirements.
Tax services include compliance and other non-advisory services performed by the independent registered public accounting firm when it is most efficient and effective to use such firm as the tax service provider.
As appropriate, the Audit Committee then pre-approves the services and the related estimated fees. The Audit Committee requires our independent registered public accounting firm and management to report actual fees versus the estimate periodically throughout the year by category of service. During the year, circumstances may arise when it becomes necessary to engage our independent registered public accounting firm for additional services not contemplated in the initial annual proposal. In those instances, the Audit Committee pre-approves the additional services and related fees before engaging our independent registered public accounting firm to provide the additional services.
Audit Committee Report
The Audit Committee operates pursuant to a written charter most recently adopted on October 31, 2024. The Company’s Audit Committee Charter is available through the Company’s website at www.eastwestbank.com/investors by clicking on Corporate Information — Committee Charting . The Audit Committee held nine meetings during the year ended December 31, 2024. All regularly scheduled meetings were attended by all members of the Audit Committee. The meetings of the Audit Committee are designed to facilitate and encourage communication among the Audit Committee, the Company, the Company’s internal audit function and the Company’s independent registered public accounting firm.
The Audit Committee recognizes the importance of maintaining the independence of the Company’s independent registered public accounting firm, both in fact and appearance. Each year, the Audit Committee evaluates the qualifications, performance and independence of the Company’s independent registered public accounting firm and determines whether to re-engage the current independent registered public accounting firm. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the independent registered public accounting firm, and the independent registered public accounting firm’s capabilities, technical expertise and knowledge of the Company’s operations and industry.
Based on this evaluation, the Audit Committee has retained KPMG LLP as the Company’s independent registered public accounting firm for the year 2025. The members of the Audit Committee and the Board believe that, due to KPMG LLP’s
EAST WEST BANCORP 2025 Proxy Statement 64
Ratification of Auditors
knowledge of the Company and the industries in which the Company operates, including significant matters in audit, it is in the best interests of the Company and its stockholders to continue the retention of KPMG LLP to serve as the Company’s independent registered public accounting firm. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, the Audit Committee will continue to recommend that the Board ask the stockholders, at the Annual Meeting, to ratify the appointment of the independent registered public accounting firm.
Management is responsible for the financial reporting process, the system of internal controls, including internal control over financial reporting, risk management and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. KPMG LLP, the Company’s independent registered public accounting firm, is responsible for the integrated audit of the consolidated financial statements and internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes and procedures. The members of the Audit Committee currently are not professionally engaged in the practice of accounting or auditing. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management regarding the effectiveness of internal control over financial reporting, that the financial statements have been prepared with integrity and objectivity and that such financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. The Audit Committee also relies on the opinions of the Company’s independent registered public accounting firm of the consolidated financial statements and the effectiveness of internal control over financial reporting.
In performing its function, the Audit Committee has among other tasks:
|
› Reviewed and discussed the audited financial statements and the quarterly financial reports of the Company as of the end of each quarter in and for the year ended December 31, 2024 with management and with KPMG; › Discussed with KPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC, as well as other matters including the scope of the audit, the Company’s significant accounting policies, new accounting pronouncements and the critical audit matter addressed during the audit; › Met with KPMG with and without management to discuss the results of their examinations and their observations and recommendations regarding the quality and adequacy of the Company’s internal controls; |
› Received from KPMG written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed, with KPMG, their independence; › Reviewed and approved the amount of fees paid to KPMG for audit, audit-related and tax compliance and other services and concluded that the provision of services by them did not impair their independence; and › Provided oversight of Internal Audit. |
Based on the foregoing reviews and discussions, and subject to the limitations on the Audit Committee’s role and responsibilities described above and in the Audit Committee charter, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC.
|
THE AUDIT COMMITTEE Lester M. Sussman, Chairman Manuel P. Alvarez Molly Campbell Mark Hutchins Paul H. Irving |
|
EAST WEST BANCORP 2025 Proxy Statement 65
Stock Ownership of Principal Stockholders, Directors, and Management
Stock Ownership of Principal Stockholders, Directors, and Management
The following table presents the beneficial ownership of the Company’s common stock as of April 3, 2025, by (i) each person or entity known to the Company to beneficially own more than 5% of the outstanding common stock (or have the right to acquire within 60 days), (ii) the directors, (iii) Named Executive Officers, and (iv) all directors and executive officers, as a group. Except as otherwise indicated, the address of each of the beneficial owners named in the table below is East West Bancorp at 135 N. Los Robles Avenue, 7th Floor, Pasadena, California 91101.
| Name and Address of Beneficial Owner |
Common
Stock Number of
Shares Beneficially Owned |
Percent of Class |
|
The Vanguard Group 1 100 Vanguard Boulevard, Malvern, PA 19355 |
14,763,554 | 10.7% |
|
BlackRock, Inc. 2 50 Hudson Yards, New York, NY 10001 |
12,946,400 | 9.4% |
|
Capital International Investors 3 333 South Hope Street, 55th Fl., Los Angeles, CA 90071 |
9,877,670 | 7.2% |
|
FMR LLC 4 245 Summer Street, Boston, MA 02210 |
8,542,939 | 6.2% |
| Directors and Named Executive Officers 5 | ||
| Manuel P. Alvarez | 8,866 | * |
| Molly Campbell | 10,639 | * |
| Christopher J. Del Moral-Niles | 0 | * |
| Archana Deskus | 13,614 | * |
| Serge Dumont | 6,427 | * |
| Mark Hutchins | 4,099 | * |
| Paul H. Irving | 40,989 | * |
| Sabrina Kay | 13,267 | * |
| Douglas P. Krause | 82,832 | * |
| Jack C. Liu | 14,557 | * |
| Dominic Ng 6 | 1,028,900 | * |
| Irene H. Oh | 130,835 | * |
| Parker L. Shi | 23,794 | * |
| Lester M. Sussman | 23,573 | * |
|
All Directors and Executive Officers, as a group (17 persons) |
1,438,544 |
|
| * | Less than 1%. |
| 1. | Represents shares of the Company’s common stock beneficially owned as of December 31, 2024, based on the Schedule 13G/A filed by The Vanguard Group on February 13, 2024. According to the Schedule 13G/A, Vanguard Group has shared voting power with respect to 63,819 shares, sole dispositive power with respect to 14,549,786 shares and shared dispositive power with respect to 213,768 shares of the Company’s common stock. |
| 2. | Represents shares of the Company’s common stock beneficially owned as of December 31, 2024, based on the Schedule 13G/A filed by BlackRock, Inc. on January 24, 2024. According to the Schedule 13G/A, BlackRock, Inc. has sole voting power with respect to 12,511,669 shares and sole dispositive power with respect to 12,946,400 shares of the Company’s common stock. |
| 3. | Represents shares of the Company’s common stock beneficially owned as of September 30, 2024, based on the Schedule 13G/A filed by Capital International Investors on November 13, 2024. According to the Schedule 13G/A, Capital International Investors has sole voting power with respect to 9,877,670 shares and sole dispositive power with respect to 9,877,670 shares of the Company’s common stock. |
| 4. | Represents shares of the Company’s common stock beneficially owned as of December 31, 2024, based on the Schedule 13G filed by FMR LLC on February 9, 2024. According to the Schedule 13G, FMR LLC has sole voting power with respect to 8,533,926 shares and sole dispositive power with respect to 8,542,939 shares of the Company’s common stock. |
| 5. | Excludes time-based and performance-based restricted stock units (“RSUs”) that were not vested as of April 3, 2025. There were no time-based or performance-based RSUs that are expected to vest within 60 days from April 3, 2025. |
| 6. | 53,000 of these shares are held in two trusts, for the benefit of family members, for which Mr. Ng has voting and investment power. |
EAST WEST BANCORP 2025 Proxy Statement 66
Questions and Answers About the Annual Meeting and Voting
Questions and Answers About the Annual Meeting and Voting
The information provided in the “question and answer” format below is for your convenience only and does not contain all of the information you should consider before voting. You should read this entire Proxy Statement carefully before voting.
|
Important
notice regarding availability of proxy materials for the
Annual Meeting to be held on May 20, 2025 |
|
Pursuant
to the SEC rules related to the availability of proxy materials, the Company has made its
Proxy Statement and Annual Report on Form 10-K available at www.envisionreports.com/EWBC. |
When is the virtual Annual Meeting and what are the procedures for attending and participating virtually at the Annual Meeting?
|
DATE AND TIME
Tuesday, May 20, 2025, at
|
|
RECORD DATE April 3, 2025 |
|
PLACE
Virtual Annual Meeting Link:
|
We are holding the Annal Meeting in a virtual-only meeting format.
If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually. Please follow the instructions on the notice or proxy card that you received. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting. To register to attend the Annual Meeting, you must submit proof of your proxy power (legal proxy) reflecting your East West Bancorp, Inc. holdings along with your name and email address to Computershare at legalproxy@computershare.com or by mail to P.O. Box 43001, Providence, RI 02940-3001. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 15, 2025.
If you choose to vote during the virtual Annual Meeting, you will need the 15-digit control number appearing on the Notice of Internet Availability or proxy card distributed to you.
If you want to vote shares that you hold in street name during the virtual Annual Meeting, a control number must be obtained in advance to vote during the meeting or to submit questions during the meeting. To obtain a control number, beneficial stockholders must submit proof of their legal proxy issued by their broker, bank, or other nominee that holds their shares by sending a copy of the legal proxy, along with their name and email address, to Computershare via email at legalproxy@computershare.com or by mail to P.O. Box 43001, Providence, RI 02940-3001.
Requests for a control number must be labeled as “Legal Proxy” and be received by Computershare no later than 5:00 p.m., Eastern Time, on May 15, 2025.
The Annual Meeting will include a question and answer session. Questions may be submitted during the Annual Meeting through the virtual meeting website, meetnow.global/MCTW7LY. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition and allow time for additional topics.
We encourage stockholders to log in to the virtual meeting website and access the webcast early, beginning approximately 15 minutes before the Annual Meeting’s 2:00 p.m. (Pacific Time) start time.
If you experience technical difficulties, please contact the technical support telephone number posted on meetnow.global/MCTW7LY.
EAST WEST BANCORP 2025 Proxy Statement 67
Questions and Answers About the Annual Meeting and Voting
| Whether or not you choose to participate in the Annual Meeting, it is important that your shares be part of the voting process. In addition, even if you plan to attend the Annual Meeting, we encourage you to return your proxy card or provide your bank, broker or other institution with voting instructions, before the Annual Meeting in order to ensure that your shares are represented. |
What matters am I voting on?
YOU WILL BE VOTING ON:
| › | The election of 10 directors to hold office until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified; |
| › | A non-binding advisory vote to approve the compensation paid to our Named Executive Officers for 2024, as described in this Proxy Statement; |
| › | A proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025; and |
| › | Any other business that may properly come before the Annual Meeting. |
How does the Board recommend I vote on these proposals?
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE:
| › | FOR the election of the 10 nominees as directors; |
| › | FOR the approval, on a non-binding, advisory basis, of the compensation paid to our Named Executive Officers for 2024; and |
| › | FOR the ratification of the appointment of KPMG LLP to serve as our independent registered public accounting firm for the year ending December 31, 2025. |
Who is entitled to vote?
Holders of our common stock as of the close of business on the Record Date may vote at the Annual Meeting. As of the Record Date, we had 137,801,455 shares of common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of common stock held on the Record Date. We do not have cumulative voting rights for the election of directors.
| › | Stockholders of Record. If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and this Proxy Statement was provided to you directly by us. As the stockholder of record, you have the right to delegate your voting directly to the individuals listed on the proxy card or to vote in person at the virtual Annual Meeting. |
| › | Beneficial Owner: Street Name Stockholders. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, or a street name stockholder, and this Proxy Statement was forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, because beneficial owners are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker’s, bank’s or other nominee’s procedures for obtaining a legal proxy giving you the right to vote your shares at the Annual Meeting. |
EAST WEST BANCORP 2025 Proxy Statement 68
Questions and Answers About the Annual Meeting and Voting
How do I vote?
If you are a stockholder of record, you may:
| › | Instruct the proxy holder or holders on how to vote your shares by using the internet voting site at www.envisionreports. com/EWBC or the toll-free telephone number 1-800-652-VOTE (8683), 24-hours a day, seven days a week, until 2:00 p.m. Pacific Time on May 20, 2025 (have your proxy card in hand when you visit the website or call); |
| › | Instruct the proxy holder or holders on how to vote your shares by completing and mailing your proxy card to the address indicated on your proxy card (if you received printed proxy materials), which must be received by the time of the Annual Meeting; or |
| › | Vote by ballot at the virtual Annual Meeting. |
If you are a street name stockholder, you will receive instructions from your broker, bank or other nominee. The instructions from your broker, bank or other nominee will indicate the various methods by which you may vote, including whether internet or telephone voting is available.
| › | Brokerage firms and other intermediaries holding shares in street name for their customers are generally required to vote those shares in the manner directed by their customers. A “Broker Non-Vote” occurs when the entity holding shares in street name has not received voting instructions from the beneficial owner and either chooses not to vote those shares on a routine matter at the stockholders meeting or is not permitted to vote those shares on a non-routine matter. |
| › | The only “routine” matter to be decided at the Annual Meeting is the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025 (Proposal 3). |
| › | Absent timely direction from you, your broker will not have discretion to vote on the other matters submitted for a vote at the Annual Meeting, which are the election of directors and the non-binding advisory votes to approve our executive compensation for 2024, as they are “non-routine” matters. |
| › | A “Broker Non-Vote” does not have an effect on the outcome of any proposal. It is important, therefore, that you provide instructions to your broker, bank, trust company or other nominee so that your vote with respect to the proposals is counted. |
Can I change or revoke my vote?
Yes. Subject to any rules that your broker, bank or other nominee may have, you can change your vote or revoke your proxy before the Annual Meeting.
If you are stockholder of record, you may change your vote by:
| › | Entering a new vote via internet or telephone by 2:00 p.m. Pacific Time on May 20, 2025; or |
| › | Returning a later-dated proxy card which must be received by the time of the Annual Meeting; or |
| › | Completing a ballot in person via webcast at the virtual Annual Meeting. |
If you are a stockholder of record, you may revoke your proxy by providing our Corporate Secretary with a written notice of revocation prior to your shares being voted at the Annual Meeting. The written notice of revocation may be hand delivered to the Company’s Corporate Secretary or mailed to and received by East West Bancorp at 135 N. Los Robles Avenue, 7th Floor, Pasadena, California 91101, Attention: Corporate Secretary.
EAST WEST BANCORP 2025 Proxy Statement 69
Questions and Answers About the Annual Meeting and Voting
If you are a street name stockholder, you may change your vote by:
| › | Submitting new voting instructions to your broker, bank or other nominee pursuant to instructions provided by your broker, bank or other nominee; or |
| › | Completing a ballot at the virtual Annual Meeting, provided you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote the shares. |
If you are a street name stockholder, you must contact your broker, bank or other nominee that holds your shares to find out how to revoke your proxy.
What is the effect of giving a proxy?
The persons named in the proxy cards have been designated as proxy holders. When proxy cards are properly dated, executed and returned, the shares represented by those proxy cards will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of the Board as described above. If any matter not described in this Proxy Statement is properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have properly revoked your proxy.
What is a quorum?
A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our Bylaws and Delaware law. The presence, in person or by proxy, of a majority of all issued and outstanding shares of common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting.
Abstentions and Broker Non-Votes will be treated as shares present and entitled to vote for purposes of determining the presence of a quorum.
Assuming the presence of a quorum, how many votes are needed for approval of each proposal?
| Proposal | Vote Required | Effect of “Abstain” Vote |
|
Proposal 1 —
|
Each director nominee must be elected by a vote of the majority of the votes cast, which means that the number of votes cast “FOR” a nominee’s election exceeds the number of votes cast “AGAINST” that nominee |
No effect |
|
Proposal 2 —
Advisory Vote to Approve
Proposal 3 — Ratification of Auditors |
Each of Proposal 2 and Proposal 3 is approved if “FOR” votes are cast by the majority of the shares present, in person or by proxy, and entitled to vote on such proposal |
Same effect as “AGAINST” |
EAST WEST BANCORP 2025 Proxy Statement 70
Questions and Answers About the Annual Meeting and Voting
What happens if a director nominee does not receive a majority vote?
In an uncontested election, any director nominee who receives a greater number of “AGAINST” votes than votes “FOR” the nominee’s election shall immediately tender to the Board his or her offer to resign from the Board. The Board, after taking into consideration the recommendation of the Nominating/Corporate Governance Committee, will determine whether or not to accept the resignation of any nominee for director who receives a greater number of “AGAINST” votes than votes “FOR” the nominee’s election. In the event of a contested election, the director nominees who receive the largest number of votes cast “FOR” their election will be elected as directors.
How are proxies solicited for the Annual Meeting?
Who pays for the solicitation?
Proxies are solicited by and on behalf of the Board. All expenses associated with this solicitation will be borne by us. Although there is no formal agreement to do so, we may reimburse brokers, banks and other nominees for their reasonable expense in forwarding these proxy materials to their principals. Proxies will be solicited principally through the mail, however, our directors, officers and employees may also solicit proxies personally, by telephone or via the internet. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We have retained Georgeson LLC to assist in the distribution and solicitation of proxies. Georgeson LLC may solicit proxies by personal interview, telephone, fax, mail and email. We expect that the fee for these services will not exceed $16,000, plus reimbursement of customary out-of-pocket expenses.
I share an address with another stockholder, and we received multiple copies of the proxy materials. How can we obtain a single copy of the proxy materials?
Stockholders who share an address and receive multiple copies of our proxy materials can request to receive a single copy in the future. To receive a single copy of the proxy materials, stockholders may contact us at:
|
EAST WEST BANCORP, INC. Attention: Investor Relations 135 N. Los Robles Avenue, 7th Floor Pasadena, California 91101 (626) 768-6000 |
Stockholders who hold shares in street name may contact their broker, bank, or other nominee to request information about “householding” (providing one copy of this Proxy Statement for all stockholders residing at one address).
In some cases, stockholders who hold their shares in street name and who share the same surname and address may receive only one copy of the proxy materials. If you would like to have a separate copy of the proxy materials mailed to you or receive separate copies of future mailings, please submit your request to your broker, bank or other nominee. We will deliver such additional copies promptly upon receipt of such request.
Where can I find the voting results of the Annual Meeting?
We will disclose voting results on a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to include them in the Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K after final results become available.
EAST WEST BANCORP 2025 Proxy Statement 71
Other Information
Other Information
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be included in the proxy materials for the 2026 annual meeting of stockholders must be received by the Secretary of East West Bancorp, Inc. at 135 N. Los Robles Avenue, 7th Floor, Pasadena, California 91101 by December 11, 2025 (120 calendar days prior to the anniversary of this year’s April 10, 2025 mailing date).
Under Rule 14a-8 adopted by the SEC under the Exchange Act, proposals of stockholders must conform to certain requirements as to form and may be omitted from this Proxy Statement and proxy under certain circumstances. To avoid unnecessary expenditure of time and money by stockholders and by the Company, stockholders are urged to review this rule and, if questions arise, to consult legal counsel prior to submitting a proposal.
In addition, the Company’s Bylaws provide that for stockholder proposals and director nominations (other than under our proxy access bylaw) to be brought properly before an annual meeting by a stockholder, the notice must be made in writing, contain the information required by our Bylaws regarding the stockholder and the director nominee and be delivered to the Secretary of the Company at the Company’s principal executive offices. Notice must be delivered to or mailed and received at the Company’s principal executive offices not later than the close of business on the 90th 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 date of the initial public announcement of the date of such meeting. Accordingly, a stockholder proposal or director nomination (other than under our proxy access bylaw) for our 2026 annual meeting of stockholders must be submitted no earlier than January 20, 2026 and no later than February 19, 2026. For director nominations using our proxy access bylaw, the notice must be made in writing and must be delivered to the Secretary of the Company at the principal executive offices of the Company not less than 120 calendar days or more than 150 calendar days prior to the anniversary of the mailing date of the prior year’s proxy statement regarding the nomination, the nominee and the person making the nomination, including proof of the required number of shares held by the stockholder or group. Accordingly, a proxy access nomination for our 2026 annual meeting of stockholders must be submitted no earlier than November 11, 2025 and no later than December 11, 2025. The Company’s Bylaws require the stockholder notice to set forth certain information as to the matter the stockholder proposes to bring before the annual meeting.
2024 ANNUAL REPORT
Our 2024 Annual Report and this Proxy Statement are posted on our website at www.eastwestbank.com and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our Annual Report on Form 10-K and any exhibits thereto without charge by sending a written request to Investor Relations, East West Bancorp, Inc., 135 N. Los Robles Avenue, 7 th Floor, Pasadena, California 91101 . The 2024 Annual Report, including our Annual Report on Form 10-K, will be mailed to all stockholders. The Annual Report, including our 2024 Annual Report on Form 10-K includes financial statements required to be filed with the SEC pursuant to the Exchange Act for the year ended December 31, 2024, and the report thereon of KPMG LLP, our independent registered public accounting firm.
EAST WEST BANCORP 2025 Proxy Statement 72
