HOPE DEF 14A Report ended May 14, 2020

¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

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DATED:	May 14, 2020

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Q:	How can I attend the Annual Meeting?

A:	The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company (i.e., holders of record) as of the close of business on the Record Date, April 22, 2020, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.

Q:	How do I register to attend the Annual Meeting virtually on the Internet?

A:	If you are a registered stockholder (i.e., you hold your shares directly through our transfer agent, Computershare), you do not need to separately register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

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Q:	Why are you holding a virtual meeting instead of a physical meeting?

A:

In light of the public health threats as a result of the COVID-19 pandemic and to help prevent the spread of the coronavirus, we believe conducting a virtual Annual Meeting is in the best interests of all of our stakeholders. This will be our first time hosting a completely virtual meeting of stockholders, and we hope this virtual format will enable greater stockholder attendance and participation from any location around the world.

Q:	Why did you send me this Proxy Statement?

A:

We are delivering this Proxy Statement and the enclosed Proxy Card to you because our board of directors is soliciting your vote at the 2020 Annual Meeting of Stockholders. This Proxy Statement summarizes the information we believe you need to know to cast an informed vote at the Annual Meeting. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed Proxy Card by mail. You may also vote by Internet or telephone, as instructed on the Proxy Card.

Q:	What am I being asked to vote on?

A:	Our board of directors is soliciting proxies from holders of our common stock as of the Record Date to vote on the following matters:

▪	Election of 14 persons to serve as members of the Hope Bancorp board of directors until the next annual meeting and until their successors are elected and have qualified;

▪	Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020;

▪	Approval, on an advisory and nonbinding basis, of the compensation of the Company’s “Named Executive Officers” as described in this Proxy Statement; and

▪	Such other matters, if any, that may be properly presented for consideration and action at the Annual Meeting.

Q:	What is the vote required to approve each proposal?

A:	The vote required to approve each proposal is as follows:

▪	Election of Directors. The 14 director nominees who receive the most votes will be elected. Accordingly, if you do not vote for a particular nominee or you indicate “withhold authority to vote” for a particular nominee on your Proxy Card, your abstention will have no effect on the election of directors.

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▪

Ratification of Selection of Independent Registered Public Accounting Firm . The ratification of the appointment of Crowe LLP (“Crowe ) as Hope Bancorp’s independent registered public accounting firm for the year ending December 31, 2020 will require the affirmative vote of the holders of a majority of shares of common stock present in person or by proxy and entitled to vote on the matter at the Annual Meeting. Stockholder ratification of the Audit Committee’s selection of Crowe as our independent registered public accounting firm is not required. We are submitting the selection of Crowe to you for ratification to obtain our stockholders’ views. If you abstain, your abstention will have the effect of a vote “AGAINST” this proposal.

▪

Nonbinding Advisory Vote to Approve the Named Executive Officers’ Compensation . The advisory and nonbinding vote to approve Named Executive Officer compensation will require the affirmative vote of the holders of a majority of shares of common stock present in person or by proxy and entitled to vote on the matter at the Annual Meeting. Because your vote is advisory, it will not be binding upon the board and may not be construed as overruling any decision by the board or Human Resources and Compensation Committee. However, the board and the Human Resources and Compensation Committee may, in their sole discretion, take into account the outcome of the vote when considering future executive compensation arrangements. If you abstain, your abstention will have the effect of a vote “AGAINST” this proposal.

Q:	How does the board of directors recommend that I vote at the Annual Meeting?

A:	The board of directors recommends that you vote as follows:

▪	“ FOR ” the election of each of the 14 director nominees;

▪	“ FOR ” the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December 31, 2020; and

▪	“ FOR ” the approval, on a nonbinding, advisory basis of the compensation paid to our “Named Executive Officers”; and

▪	in the discretion of the proxies as to any other matter that may properly come before the meeting or any postponement or adjournment thereof.

Q:	What do I need to do now?

A:

After you have carefully read this Proxy Statement and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted. If you hold stock in your name as a stockholder of record, you must complete, sign, date and mail your Proxy Card in the enclosed postage-prepaid return envelope as soon as possible, or use the Internet as described in the instructions included with your Proxy Card or voting instruction card or call the toll-free telephone number. If you hold your stock in “street name” through a bank or broker or other nominee, you must direct your bank or broker or other nominee to vote by following the instructions you have received from your bank or broker or other nominee.

Q:	What constitutes a quorum for the Annual Meeting?

A:

The presence at the Annual Meeting, in person or by proxy, of holders of a majority of the outstanding shares of Hope Bancorp common stock as of the Record Date will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes, if any, will be included in determining the number of shares present at the Annual Meeting for the purpose of determining the presence of a quorum.

Q:	If my shares are held in “street name” through a bank, broker or other nominee, will my bank, broker or other nominee vote my shares for me?

A:

No. Your bank, broker or other nominee cannot vote your shares without instructions from you, except for certain routine matters. You should instruct your bank, broker or other nominee as to how to vote your shares, by following the directions your bank, broker or other nominee provides to you. Please check the voting form used by your bank, broker or other nominee. Without instructions, your shares will not be voted, which will have the effect described below.

Q:	Why is my vote important?

A:	If you do not vote by proxy or in person, it will be more difficult to obtain the necessary quorum to hold the Annual Meeting. In addition, your failure to submit a proxy or vote in person, or failure to instruct your bank or broker or other nominee how to vote, or abstaining from voting will have the same effect as a vote “AGAINST” certain of the proposals for the Annual Meeting.

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Q:	Can I attend the Annual Meeting and vote my shares in person?

A:

Yes. All holders of common stock of Hope Bancorp, including holders of record and holders whose shares are held through banks, brokers, nominees or any other holder of record, are invited to attend the virtual Annual Meeting. Holders of record can attend and participate in the virtual Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting www.meetingcenter.io/229348993 on Tuesday, June 9, 2020 at 10:30 a.m. Pacific Time. If you are a holder of record and wish to vote your shares electronically during the virtual Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. The password for the meeting is HOPE2020. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions provided above.

Q:	Can I change or revoke my vote?

A:	Yes. If you are a holder of record of Hope Bancorp common stock, you may change your vote or revoke your proxy at any time before it is voted by:

1.	signing and returning a Proxy Card with a later date;

2.	delivering a written revocation letter to the Company’s corporate secretary;

3.	attending the virtual Annual Meeting, and voting by ballot at the virtual Annual Meeting (attendance at the virtual Annual Meeting alone will not revoke your proxy); or

4.	voting by Internet or telephone.

Q:	How many votes do I have?

A:	Each share of common stock that you own entitles you to one vote. The Proxy Card indicates the number of shares of common stock that you own. Our Certificate of Incorporation and Bylaws do not provide for cumulative voting in the election of directors.

Q:	How do I vote by proxy?

A:

Whether you plan to attend the virtual Annual Meeting or not, we urge you to vote by Internet or telephone as described on the enclosed Proxy Card. You may also complete, sign and date the enclosed Proxy Card and return it promptly in the postage prepaid, self-addressed envelope provided. Returning the Proxy Card or voting by Internet or telephone will not affect your right to attend the virtual Annual Meeting and vote in person, but will assure that your vote is counted if you become unable to attend the Annual Meeting.

▪	“ FOR ” the election of each of the 14 director nominees;

▪	“ FOR ” the ratification of the appointment of Crowe LLP our independent registered public accounting firm for the year ending December 31, 2020; and

▪	“ FOR ” the approval, on a nonbinding, advisory basis of the compensation paid to our “Named Executive Officers”; and

▪	in the discretion of the proxies as to any other matter that may properly come before the meeting or any postponement or adjournment thereof.

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Q:	How do I vote by Internet or telephone?

A:

Stockholders of record and many stockholders who hold their shares through a broker or bank will have the option to submit their Proxy Cards or voting instruction cards by Internet or telephone. Please note that there are separate arrangements for using the Internet and telephone depending on whether your shares are registered in our stock records in your name or in the name of a broker, bank or other holder of record. If you hold your shares through a broker, bank or other holder of record, you should check your Proxy Card or voting instruction card forwarded by your broker, bank or other holder of record to see which options are available.

▪	through the Internet by visiting a website established for that purpose at www.investorvote.com/HOPE and following the instructions provided on that website; or

▪	by telephone by calling the toll-free number 1-800-652-VOTE (8683) in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions.

Q:	What will be the effect of broker non-votes?

A:

“Broker non-vote” is the term commonly used to describe the situation in which a broker who is present at a stockholder meeting cannot vote shares with respect to a particular proposal under applicable stock exchange rules because the broker has not received voting instructions from the broker’s customer and the proposal is not considered a routine matter under applicable stock exchange rules. (See “How Do I Vote by Proxy” above.) Broker non-votes will be counted for purposes of determining the presence of a quorum at the Annual Meeting, but will not be counted for purposes of determining the number of votes present in person or by Proxy and entitled to vote with respect to a particular proposal.

Q:	Who will pay the costs of solicitation of proxies?

A:

The Company will bear the cost of this solicitation of proxies, including the expense of preparing, assembling, printing and mailing this Proxy Statement and the additional materials used in this solicitation of proxies. The proxies will be solicited principally by mail, but our directors, officers and regular employees may solicit proxies personally or by telephone. Although there is no formal agreement to do so, we will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding these proxy materials to their principals. In addition, we may pay for and utilize the services of individuals or companies we do not regularly employ in connection with the solicitation of proxies.

Q:	Will any other matters be considered at the Annual Meeting?

A:

We are not aware of any matters to be presented at the Annual Meeting other than the proposals discussed in this Proxy Statement. If other matters are properly presented at the Annual Meeting and may properly be acted upon, then the persons named as Proxies will have the authority to vote all properly executed proxies in accordance with the direction of the board of directors, or, if no such direction is given, in accordance with the judgment of the persons holding such proxies on any such matter, including any proposal to adjourn or postpone the meeting.

Q:	How do I present proposals or director nominees for consideration at next year’s annual meeting of stockholders?

A:

For a stockholder proposal regarding new business or a director nominee to be considered for inclusion in our proxy statement for our annual meeting of stockholders next year, proposals or nominees will need to comply with timing and other requirements of U.S. Securities and Exchange Commission (“SEC”) Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Rule 14a-8 provides in pertinent part that the proposal must be received at the Company’s principal executive offices not less than 120 calendar days before the date of the Company’s proxy statement released to stockholders in connection with the previous year’s annual meeting. Proposals and nominees that stockholders seek to have included in our Company’s 2021 proxy statement must deliver the notice to our Legal Department not later than January 9, 2021. However, if the Company did not hold an annual meeting the previous year, or if the date of this year’s annual meeting has been changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before the Company begins to print and send its proxy materials.

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Q:	Do I have rights of appraisal or similar rights of dissenters with respect to any matter to be acted upon at the Annual Meeting?

A:	None of the proposals to be acted upon at the Annual Meeting and discussed in this Proxy Statement carry rights of appraisal or similar rights of dissenters.

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▪	diversity of professional disciplines and backgrounds;

▪	experience in business, finance or administration;

▪	familiarity with national and international business matters;

▪	familiarity and experience with the commercial banking industry;

▪	personal prominence and reputation in the community, and ability to enhance the reputation of the Bank in the business community;

▪	availability of time to devote to the work of the board and one or more of its committees;

▪	specific qualifications which complement and enhance the overall core competencies of the board and/or specific committee assignments;

▪	activities and associations of each candidate;

▪	interests of the stockholders as a whole;

▪	independence determination;

▪	how the candidate will further the strategic goals of the Company;

▪	how the candidate’s skill set fills a specific need identified by the Committee; and

▪	the extent to which a nominee may otherwise add diversity to the board of directors.

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▪

Yearly Elections . We believe that yearly elections hold the directors accountable to our stockholders, as each director is subject to re-nomination and re-election each year. Effective February 22, 2018, and as amended on April 7, 2020, the Company adopted a plurality-plus voting standard coupled with a mandatory resignation policy for nominees who fail to achieve an affirmative majority of votes cast. Under this policy, if a nominee for election (or re-election) as director in an uncontested election does not receive at least a majority of the votes cast at any meeting called for, among other things, the election of directors, at which a quorum has been confirmed, the director, duly elected in accordance with the requirements of the Delaware General Corporation Law , shall promptly (and in any event within two business days following the election) tender his or her resignation (conditioned upon acceptance by the Board) to the Chair of the Nomination and Governance Committee with a copy to the Chairman of the Board. In the event that any director does not tender his or her conditional resignation in accordance with this Policy, he or she will not be re-nominated by the Board for re-election at the next annual meeting.

▪

Independent Oversight . All of our directors are independent, except for Steven S. Koh, Kevin S. Kim, Chairman, President and Chief Executive Officer of the Company, and David P. Malone, President and Chief Operating Officer of the Bank. The board has affirmatively determined that the other 12 current directors are independent under SEC and Nasdaq Stock Market corporate governance rules, as applicable.

▪

Chairman of the Board . The Chairman of the Board is appointed annually by the board of directors. Kevin S. Kim was appointed Chairman of the Board of the Company and Bank effective May 23, 2019 in addition to his roles as President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank. As Chairman of the Board, Mr. Kim’s responsibilities include, among others, presiding at and calling board and stockholder meetings and preparing meeting schedules, agendas and materials in collaboration with our Lead Independent Director. The board believes the combination of the Chairman and Chief Executive Officer positions enhances efficiencies related to board administration.

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Lead Independent Director . In the case where the Chairman of the Board is not deemed to be independent, we believe an independent director should be designated to serve in a lead capacity as a liaison between the independent directors and the Chairman. Upon the combination of the Chairman and Chief Executive Officer positions, the board appointed Scott Yoon-Suk Whang as Lead Independent Director effective May 23, 2019. The board adopted Lead Independent Director Guidelines, which was amended as of April 7, 2020, and a copy of which can be found in the Corporate Governance section of our website at www.ir-hopebancorp.com . By including the foregoing website address link, we do not intend to, and shall not be deemed to, incorporate by reference any material contained therein. The Lead Independent Director Guidelines assist our Lead Independent Director in the exercise of his or her responsibilities, which include, among others, coordinating the evaluation process of and providing feedback to the Chairman related to his performance in collaboration with the Chair of the Human Resources and Compensation Committee,

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▪	Personal and professional ethics and integrity, including prominence and reputation, and ability to enhance the reputation of the Company;

▪	Diversity among the existing board members, specific business experience and competence, including an assessment of whether the candidate has experience in, and possesses an understanding of, business issues applicable to the success of the banking industry;

▪	Financial acumen, including whether the candidate, through education or experience, has an understanding of financial matters and the preparation and analysis of financial statements;

▪	Professional and personal accomplishments, including involvement in civic and charitable activities;

▪	Educational background; and

▪	Whether the candidate has expressed a willingness to devote sufficient time to carrying out his or her duties and responsibilities effectively and is committed to service on the board.

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•	In particular, the Board Risk Committee assists our board of directors in fulfilling its oversight responsibility with respect to regulatory, compliance and operational risk and enterprise risk management issues that affect the Company and works closely with the Company’s legal and risk departments.

•	The Audit Committee helps the board of directors monitor financial risk and internal controls from a risk-based perspective and oversees the annual audit plan. It also reviews reports from the Company’s internal audit department.

•	The Director’s Loan Committee oversees credit risk by identifying, monitoring, and controlling repayment risk associated with the Bank’s lending activities.

•	The Asset/Liability Committee oversees the implementation of an effective process for managing the Bank’s interest rate, liquidity, and similar market risks relating to the Bank’s balance sheet and associated activities.

•	In overseeing compensation, the Human Resource and Compensation Committee strives to design incentives that encourage a conservative level of risk-taking behavior consistent with the Company’s business strategy and in compliance with all laws and the Interagency Guidance on Sound Incentive Compensation Policies.

•	The Board Technology Committee assists our board in overseeing the overall role of information technology in executing the business strategy of the Bank, as well as monitoring risks associated with cybersecurity, technology investments, and other technology related matters.

•	Finally, the Company’s Nomination and Governance Committee approves the code of conduct and business ethics policies relating to employees and directors, respectively. In addition, it conducts an annual assessment of corporate governance policies and potential risk associated with governance and related party matters.

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(1)	Amounts shown include payment of board membership retainer fees for the Company and Bank board meetings and committee membership fees. For Scott Whang, amount shown also includes retainer payments as Lead Independent Director for the months of July through December

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(2)	Amounts include payments made to directors for or in lieu of receiving health insurance coverage paid by the Company: $15,000 each to Messrs. Whang, Doo, Ha, Jhung, Koh, Lee, Lewis, Taylor and Zuehls; $7,799 to Mr. Byun; $6,028 to Mr. Didion; $12,500 to Mr. Hwang; and $3,750 to Mr. Kim.

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•	Review the quarterly and audited annual financial statements;

•	Review the adequacy of internal control systems and financial reporting procedures with management and the independent auditor; and

•	Review and approve the general scope of the annual audit and the fees charged by the independent auditor.

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•	Reviewed and discussed the financial statements with management and the independent auditor;

•	Discussed with the independent auditor the matters required to be discussed under Public Company Accounting Oversight Board (“PCAOB”) Auditing Standards No. 61, Communications with Audit Committees ; and

•	Received the written disclosures and the letter from the independent auditor required by the PCAOB and Independence rule 3526 regarding the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee also discussed any relationships that may impact the objectivity and independence of Crowe, and satisfied itself as to Crowe’s independence.

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•

Base Salaries: Our board of directors believes that continuity of leadership is critical to the long-term success of the Company. Following a peer compensation analysis completed in December 2017 that led to a 13% increase in the base salary of our Chief Executive Officer in 2018, and a peer compensation analysis conducted internally in early 2019, no change was made to the base salary of our Chief Executive Officer in 2019. All of our other NEOs, other than Mr. Stenger who joined the Company in early 2019, received base salary increases between 3% and 5% in 2019, moving their base salaries closer to market-competitive levels.

•

Annual Incentive Awards (“STIP”): The Compensation Committee further aligned our Chief Executive Officer’s overall compensation opportunity with the Bank’s performance and increased his STIP opportunity from the minimum required 75% of base salary to 100% for 2019. For all other NEOS, the Compensation Committee continued its strategy to align a portion of the STIP awards, which were traditionally paid 100% in cash, with the long-term interests of our stockholders. All of our NEOs, with the exception of our Chief Executive Officer whose annual incentive award is determined in accordance with his Employment Agreement, received STIP awards in 2019, paid out 60% in cash and 40% in equity that vests 50% on each of the first two anniversaries of the grant date.

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•	Stock ownership policy;

•	Clawback policy;

•	No tax gross ups;

•	No automatic “single trigger” vesting upon a change of control;

•	Independent compensation consultant retained; and

•	No excessive perquisites.

•	levels of base salary that are competitive with companies in our peer group;

•	annual cash incentives that are tied to our financial results, achievement of our yearly strategic goals and achievement of individual performance objectives;

•	long-term equity incentive awards that encourage NEOs to focus their efforts on building stockholder value by meeting longer-term financial and strategic goals; and

•	long-term cash incentives that deliver opportunities for performance-based contributions to select NEOs’ deferred compensation accounts.

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(1)	Mr. Stenger joined the Company in February 2019 and therefore his 2019 PIP bonus award represents a partial payout as a percentage of historic target.

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•	Attract and retain the services of individuals who are likely to make significant contributions to the Company’s success;

•	Encourage ownership of the Company’s common stock by employees;

•	Align executives with stockholder interests; and

•	Ensure sound risk management by providing a balanced view of performance and aligning rewards with the longer-term time horizon of risk outcomes.

(1)	ROAA measured on a relative basis against a defined group of Peer Banks over an 11-quarter period from April 1, 2019 through December 31, 2021.

(2)	Total Stockholder Return measured on a relative basis against a defined group of Peer Banks over an 11-quarter period from April 1, 2019 through December 31, 2021. Peer Banks for this purpose will consist of all companies included in the KBW Regional Banking Index (KRX) as of December 31, 2021, excluding the Company if included in the KRX as of that date.

(3)	If the Company’s absolute Total Stockholder Return performance over the period is negative, the payout for this measure will not exceed the target payout regardless of the relative performance ranking.

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(1)	Cumulative earnings per share over an 11-quarter period from April 1, 2017 through December 31, 2019.

(2)	Total Stockholder Return measured on a relative basis against a defined group of Peer Banks over an 11-quarter period from April 1, 2017 through December 31, 2019. Peer Banks for this purpose will consist of all companies included in the KBW Regional Banking Index (KRX) as of December 31, 2019, excluding the Company if included in the KRX as of that date.

(3)	If the Company’s absolute Total Stockholder Return performance over the period is negative, the payout for this measure will not exceed the target payout regardless of the relative performance ranking.

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(1)	The amounts reported in the Salary column reflect the actual amount paid in each year.

(2)

Each current NEO received holiday bonuses made up of gift cards aggregating approximately $1,050 per person in the fourth quarter of 2019. For our NEOs excluding our Chief Executive Officer, amounts also include the portion of the Company’s short-term annual incentive plan (the “STIP”) paid in the form of a cash bonus under the 2019 Incentive Compensation Plan (the “2019 Plan”) of $83,600, $122,000, $83,600 and $20,667 for Mr. Ko, Mr. Malone, Ms. Kim and Mr. Stenger, respectively, for services rendered during 2019, but paid in the subsequent year, as more fully described in the CD&A. Due to the discretionary nature of the payments under the 2019 STIP, the portion of the 2019 STIP award that will be paid in the form of an equity grant, the dollar value of which amounts to $62,040, $90,200, $62,920, $48,840 for Mr. Ko, Mr. Malone, Ms. Kim and Mr. Stenger, respectively, will be shown in the equity column of next year’s Summary Compensation Table. For Mr. Stenger, the 2019 amount also includes a retention bonus of $75,000 and relocation/temporary housing reimbursements of $42,570.

(3)

Pursuant to SEC regulations regarding the valuation of equity awards, amounts in the “Stock Awards” column represent the aggregate grant date fair value for restricted stock, restricted stock units and performance-contingent restricted stock units granted in each respective year in accordance with FASB ASC Topic 718, excluding the effect of forfeitures. For Mr. Ko, Mr. Malone and Ms. Kim, amounts include the dollar value of the 2018 STIP that will paid on applicable vesting dates in the form of our common stock, having an aggregate value of $57,750, $101,750 and $63,250, respectively (with the number of shares of our common stock determined based on the fair market value of our common stock on the applicable vesting dates). Under the 2019 Plan and in accordance with the objectives of the Company’s long-term incentive plan (the “LTIP”), which is more fully described in the CD&A, Kevin S. Kim, Mr. Ko, Mr. Malone, Ms. Kim and Mr. Stenger were granted 43,917, 6,164, 12,849, 5,439 and 3,698 time-based restricted stock units, respectively, and 43,916, 6,164, 12,848, 5,438 and 3,698 (at target) performance-contingent restricted stock units, respectively, on May 23, 2019 (the maximum shares of our common stock which may be earned under such grant is 65,874, 9,248, 19,272, 8158 and 5,548 shares and having a value of $870,855, $122,233, $254,776, $107,849 and $73,345 respectively), based on the closing price of the Company’s Stock on May 23, 2019, which was $13.22). The LTIP time-based restricted stock units vest one-third each on the first three anniversaries of the grant date. The actual number of LTIP performance-contingent restricted stock units to be earned for the 2019 grant will be based on two performance measures, as more fully described in our CD&A. Pursuant to the 2016 Incentive Compensation Plan (the “2016 Plan”) and in conjunction with his joining the Bank, Mr. Stenger was granted 5,700 time-based restricted stock units on February 28, 2019, which vest 20% on each of the first five anniversaries of the grant date. The closing price of the Company’s Stock on February 28, 2019 was $14.58. See Note 11 of the Hope Bancorp consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019, incorporated by reference for information regarding assumptions underlying valuation of equity awards.

(4)

The amounts reported in the Options Awards column represent the aggregate grant date fair value for stock options granted in each respective year. There were no stock options awarded to the NEOs in 2019. Note that the amounts reported in this column represent the applicable grant date fair values of stock options in accordance with FASB ASC Topic 718, which do not necessarily correspond to the actual economic value that will be received by the NEO from the options. See Note 11 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018 for information regarding assumptions underlying valuation of equity awards.

(5)

For Kevin S. Kim, amounts shown represent our Chief Executive Officer’s annual cash incentive bonus, in accordance with his Employment Agreement, for services rendered during the year indicated, but typically paid in the subsequent year. For prior-year periods, amounts also includes Company contribution credits to our Chief Executive Officer’s deferred compensation account under the legacy Long-Term Cash Incentive Plan (the “legacy LTIP”). For 2019, Kevin S. Kim was awarded an annual incentive bonus of $593,484. No contributions were made to

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(6)	Amounts shown are above-market interest on LTIP deferred accounts, based on the difference between the 6.25% annual interest rate provided on the LTIP accounts and 120% of the applicable federal long-term rate (compounded monthly) in effect at the time the LTIP was established, which was 3.06% for Kevin S. Kim and 4.60% for Kyu S. Kim.

(7)

For 2019, all other compensation for each NEO includes perquisites, matching contributions to the Company’s 401(k) Plan and auto allowance. The Company made matching contributions to the Company’s 401(k) Plan for 2019 in the amount of $16,200 each for Kevin S. Kim and Mr. Ko,$15,003 for Ms. Kim, and $8,990 for Mr. Stenger. All other compensation in 2019 included auto allowances of $15,351 for Kevin S. Kim, $13,800 each for Mr. Ko, Mr. Malone and Ms. Kim, and $11,677 for Mr. Stenger. All other compensation in 2019 also included monthly membership fees at a social club and a country club, aggregating $21,496 for Kevin S. Kim, and monthly membership fees at a social club, aggregating $3,673 for Mr. Malone. All other compensation in 2019 also includes the estimated value of the Bank Owned Life Insurance benefit of $4,248 for Ms. Kim based on the cost of coverage specified by the IRS group-term life insurance premium table.

(1)	For Kevin S. Kim, reflects annual cash incentive bonus opportunity approved by the Compensation Committee available to be earned based on the achievement of annual profitability and balance sheet growth.

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(2)

For all other NEOs, amounts are shown for illustrative purposes. Such amounts reflect historic target STIP bonus opportunities based upon historic target payouts of 45% for Senior Executive Vice Presidents and 40% for Executive President. As was described above in the CD&A, actual payments are discretionary and are made from the Company’s overall bonus pool as determined (based on each individual’s qualitative performance evaluations following the conclusion of our fiscal year together with the achievement of the Bank’s pre-established performance goals) by our Chief Executive Officer and subject to approval by the Compensation Committee. Amounts reflect the aggregate dollar value of the potential 2019 STIP awards, a portion of which will be paid as a cash incentive and a portion of which will be paid out in shares of our common stock (based on the fair market value of our common stock on the applicable vesting date), vesting 50% on each of the first two anniversaries of the grant date.

(3)	Represents performance-contingent awards to our NEOs made under the 2019 Plan and in accordance with the objectives of the LTIP, as more fully described in our CD&A. The performance-contingent component of LTIP awards are granted as performance share units (“PSUs”), contingent on the achievement of pre-established three-year performance goals.

(4)	The grant date fair value (computed in accordance with FASB ASC Topic 718) is generally the amount that we would expense in our financial statement over the award’s service period, but does not include a reduction for forfeitures. This does not represent the actual value that may be realized by an NEO upon vesting of the award.

(5)	Amounts reflect 2019 LTIP grants of time-vested restricted stock units under our 2019 Plan, which vest ratably on each of the first three anniversaries of the grant date.

(6)	Amounts reflect the dollar value of the equity portion of the 2018 STIP award that will be paid out in shares of our common stock based on the fair market value of shares of our common stock on the applicable vesting date. Fifty percent of each such award will vest on each of the first two anniversaries of grant.

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(1)

Terms of outstanding stock options are for a period of ten years from the date the option is granted. Vested options may be exercised during a period not to exceed three months following the termination of an optionee’s continuous service to the Company for any reason other than disability or death or earlier expiration of the option. If an optionee becomes disabled or dies during his service to the Company, the optionee’s vested options may be exercised up to 12 months following the date of termination of employment or earlier expiration of the option. Mr. Ko and Ms. Kim were granted 20,000 and 30,000 stock options, respectively, on September 1, 2016 under the 2016 Plan, and these options vest and become exercisable 20% each on each of the first five anniversaries of the grant date. The strike price of the stock options granted on September 1, 2016 is $17.18, which is the closing price of the Company’s stock on the grant date.

(2)

Mr. Ko and Ms. Kim were granted 7,000 and 9,000 restricted stock units, respectively, pursuant to the 2016 Plan on September 1, 2016, which vest 20% on each of the first five anniversaries of the grant date. Under the 2016 Plan and in accordance with the objectives of the Company’s LTIP, which is more fully described in the CD&A, Kevin S. Kim was granted 28,656 time-based restricted stock units and 28,656 performance-contingent restricted stock units on June 26, 2017. Under the 2016 Plan and in accordance with the objectives of the Company’s LTIP, Mr. Ko, Mr. Malone and Ms. Kim were granted 2,000, 8,500, and 2,500 time-based restricted stock units, respectively, and 2,000, 8,500, and 2,500 performance-contingent restricted stock units, respectively, on July 27, 2017. Under the 2016 Plan and in accordance with the objectives of the Company’s LTIP, Kevin S. Kim, Mr. Ko, Mr. Malone and Ms. Kim were granted 34,261, 4,696, 9,737, and 5,168 time-based restricted stock units, respectively, and 34,261, 4,696, 9,737, and 5,168 performance-contingent restricted stock units, respectively, on April 26, 2018. Under the 2019 Plan and in accordance with the objectives of the Company’s long-term incentive plan (the “LTIP”), which is more fully described in the CD&A, Kevin S. Kim, Mr. Ko, Mr. Malone, Ms. Kim and Mr. Stenger were granted 43,917, 6,164, 12,849, 5,439 and 3,698 time-based restricted stock units, respectively, and 43,916, 6,164, 12,848, 5,438 and 3,698 performance-contingent restricted stock units, respectively, on May 23, 2019. The LTIP time-vested restricted stock units vest one-third on each of the first three anniversaries of the grant date. The number of performance-contingent LTIP awards is shown at target and is contingent on the achievement of pre-established three-year performance goals. The actual number of LTIP performance-contingent restricted stock units to be earned will be based on two performance measures, as more fully described in our CD&A.

(3)	Except as provided in footnote 4, value based on $14.84, the closing price per share of our common stock on December 30, 2019.

(4)

Amounts shown in column “Market Value of Shares or Units of Stock That Have Not Vested” reflect the dollar value of the equity portion of the 2018 STIP awards that will be paid out in shares of our common stock based on the fair market value of shares of our common stock on the applicable vesting date. Fifty percent of each such award will vest on each of the first two anniversaries of grant. The share number shown in column “Number of Shares or Units of Stock That Have Not Vested” was calculated based on $14.84, the closing price per share of our common stock on December 30, 2019.

(1)	Values were determined by multiplying the number of stock options exercised by the difference between the closing market price of our common stock on the date of exercise and the stock option exercise price.

(2)	Values were determined by multiplying the number of shares or units, as applicable, that vested by the closing market price of our common stock on the vesting date.

(3)

Kevin S. Kim was granted 30,000 shares of restricted stock on April 11, 2014, which vest 20% on each of the first five anniversaries of the grant date. Of these restricted stock shares, 6,000 vested on April 11, 2019, on which date the closing market price of our common stock was $13.77. Under the 2016 Plan and in accordance with the objectives of the Company’s LTIP, which is more fully described in the CD&A, Kevin S. Kim was granted 28,656 shares of time-based restricted stock units on June 26, 2017, which vest one-third each on the first three anniversaries of the grant date. Of these restricted stock units, 9,552 vested on June 26, 2019, on which date the closing market price of our common stock was $13.26. Under the 2016 Plan and in accordance with the objectives of the Company’s LTIP, which is more fully described in the CD&A, Kevin S. Kim was granted 34,261 shares of time-based restricted stock units on April 26, 2018, which vest one-third each on the first three anniversaries of the grant date. Of these restricted stock units, 11,420 vested on April 26, 2019, on which date the closing market price of our common stock was $13.80.

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(4)

Mr. Ko was granted 6,756 restrict stock units on March 16, 2016, 25% of which vested immediately and 25% on each of the first three anniversaries of the grant date. Of these restricted stock shares, 1,689 vested on March 18, 2019, and the closing market price of our common stock on the first trading day following the vesting date was $14.22. Mr. Ko was granted 7,000 restricted stock units on September 1, 2016, which vest 20% each on the first five anniversaries of the grant date. Of these restricted stock units, 1,400 vested on September 1, 2019, and the closing market price of our common stock on the first trading day following the vesting date was $13.17. Under the 2016 Plan and in accordance with the objectives of the Company’s LTIP, which is more fully described in the CD&A, Mr. Ko was granted 2,000 shares of time-based restricted stock units on July 27, 2017, which vest one-third each on the first three anniversaries of the grant date. Of these restricted stock units, 667 shares vested on July 27, 2019, and the closing market price of our common stock on the first trading day following the vesting date was $14.42. Under the 2016 Plan and in accordance with the objectives of the Company’s LTIP, which is more fully described in the CD&A, Mr. Ko was granted 4,696 shares of time-based restricted stock units on April 26, 2018, which vest one-third each on the first three anniversaries of the grant date. Of these restricted stock units, 1,565 vested on April 26, 2019, on which date the closing market price of our common stock was $13.80.

(5)

Under the 2016 Plan and in accordance with the objectives of the Company’s LTIP, which is more fully described in the CD&A, Mr. Malone was granted 8,500 shares of time-based restricted stock units on July 27, 2017, which vest one-third each on the first three anniversaries of the grant date. Of these restricted stock units, 2,833 shares vested on July 27, 2019, and the closing market price of our common stock on the first trading day following the vesting date was $14.42. Under the 2016 Plan and in accordance with the objectives of the Company’s LTIP, which is more fully described in the CD&A, Mr. Malone was granted 9,737 shares of time-based restricted stock units on April 26, 2018, which vest one-third each on the first three anniversaries of the grant date. Of these restricted stock units, 3,245 shares vested on April 26, 2019, on which date the closing market price of our common stock was $13.80.

(6)

Ms. Kim was granted 9,000 restricted stock units on September 1, 2016, which vest 20% each on the first five anniversaries of the grant date. Of these restricted stock units, 1,800 vested on September 1, 2019, and the closing market price of our common stock on the first trading day following the vesting date was $13.17. Under the 2016 Plan and in accordance with the objectives of the Company’s LTIP, which is more fully described in the CD&A, Ms. Kim was granted 2,500 shares of time-based restricted stock units on July 27, 2017, which vest one-third each on the first three anniversaries of the grant date. Of these restricted stock units, 833 shares vested on July 27, 2019, and the closing market price of our common stock on the first trading day following the vesting date was $14.42. Under the 2016 Plan and in accordance with the objectives of the Company’s LTIP, which is more fully described in the CD&A, Ms. Kim was granted 5,168 shares of time-based restricted stock units on April 26, 2018, which vest one-third each on the first three anniversaries of the grant date. Of these restricted stock units, 1,722 vested on April 26, 2019, on which date the closing market price of our common stock was $13.80.

(1)	The earnings on the employee deferred compensation plans are calculated based on the total amount of interest accrued on account balances during 2019. The above-market portion of these interest amounts in 2019, which amounted to $4,905 for Kevin S. Kim and $1,858 for Ms. Kim are reported in the Summary Compensation Table.

(2)	The following amounts included in this column for the Legacy LTIP also have been reported in the Summary Compensation Table as compensation for prior years: Kevin S. Kim, $137,930; and Kyu S. Kim, $136,164.

(3)

Kevin S. Kim became a Legacy LTIP participant in 2014. According to the terms of his individual Legacy LTIP agreement, Kevin S. Kim was entitled to have up to $50,000 per year, for a five-year period beginning in 2014 through 2018, credited to a deferred compensation account which accrues interest at an annual rate of 6.25%, to be paid out starting when he reaches 65 years of age. The agreement had a three-year vesting cliff of 50% of his total potential contribution amount plus accrued interest in his deferred compensation account, with an additional 25% of the total contributions plus accrued interest vesting in each of years four and five.

(4)

Kyu S. Kim became a Legacy LTIP participant in 2008. According to the terms of her individual Legacy LTIP agreement, Kyu S. Kim was entitled to have up to $30,000 per year, for a ten-year period beginning in 2008 through 2017, credited to a deferred compensation account which accrues interest at an annual rate of 6.25%, to be paid out starting when she reaches 65 years of age. The agreement had a five-year vesting cliff of 50% of her total contribution amounts plus accrued interest in her deferred compensation account, with an additional 10% of the total contributions plus accrued interest vesting in each of years six through ten.

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(1)

The 2007 Plan, 2016 Plan and 2019 Plan allow for vesting of all restricted stock and performance units and stock options upon a change in control, death or the finding of permanent disability. This calculation assumes that each NEO’s restricted stock, restricted stock units and performance-based restricted stock units were paid out in stock at the closing price on December 30, 2019, of $14.84 per share, and that unvested stock options were paid out in the amount of the difference between the stock closing price on December 30, 2019 of $14.84 per share and the option exercise price.

(2)

Pursuant to the terms of Kevin S. Kim’s Employment Agreement, which is more fully described in the Company’s 2018 proxy statement, Kevin S. Kim would have been entitled to receive, in addition to his accrued benefits, cash severance pay equal to 150% of his current annual base salary, or $1,425,000, for termination by us without “cause” or by Mr. Kim for “good reason” occurring on December 31, 2019, other than for cause and not in connection with a change in control of the Company. If Mr. Kim’s termination of employment by the Company without “cause” or by Mr. Kim for “good reason” occurs within one year following a change in control, Mr. Kim would have been entitled to receive, in addition to accrued benefits, cash severance pay equal to 250% of his current annual base salary, or $2,375,000.

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(1)

Except as otherwise noted, may include shares held by such person’s spouse (except where legally separated or if stock is held as separate property) and minor children, and by any other relative of such person who has the same home; shares held in “street name” for the benefit of such person; shares held by a family trust as to which such person is a trustee and primary beneficiary with sole voting and investment power (or shared power with a spouse); or shares held in an Individual Retirement Account or pension plan as to which such person (and/or such person’s spouse) is the sole beneficiary and has pass-through voting rights and investment power.

(2)	Includes shares which the named individual has the right to acquire through the exercise of vested stock options, and shares which the named individual has the right to acquire through the vesting of restricted stock units within 60 days of the Record Date.

(3)	The Percentage of Shares Beneficially Owned is based on the total number of shares of the Company’s common stock outstanding as of the Record Date, April 22, 2020, which was 123,169,404.

(4)	Ownership includes 189,193 shares gifted to an irrevocable trust with his spouse as sole trustee to which Mr. Jhung retains the sole voting and investment power.

(5)	Ownership includes 19,933 shares owned by revocable trust and 18,500 shares gifted to his grandchildren, which Mr. Whang retains the sole voting and investment power.

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(1)	We have relied on the filings with the SEC on Schedule 13G of each of the listed stockholders in determining how many shares each stockholder owns. The public filings on Schedule 13G, including any amendments thereto, by these stockholders reflect ownership information as of December 31, 2019.

(2)	The percentage of shares beneficially owned is calculated based upon 123,169,404 shares of common stock outstanding as of our Record Date of April 22, 2020.

(3)	Based solely upon information contained in a Schedule 13G/A filed with the SEC on February 4, 2020, BlackRock, Inc. has sole power to vote 18,416,759 shares; and sole power to dispose or direct the disposition of 18,682,266 shares.

(4)	Based solely upon information contained in a Schedule 13G/A filed with the SEC on February 12, 2020, The Vanguard Group has sole power to vote or direct the vote of 118,811 shares; shared power to vote or direct the vote of 26,549 shares; sole power to dispose or direct the disposition of 13,046,640 shares; and shared power to dispose or direct the disposition of 129,669 shares.

(5)	Based solely upon information contained in a Schedule 13G/A filed with the SEC on February 12, 2020, Dimensional Fund Advisors LP has sole power to vote or direct the vote of 10,376,420 shares; and sole power to dispose or direct the disposition of 10,627,035 shares.

(6)	Based solely upon information contained in a Schedule 13G/A filed with the SEC on February 14, 2020, Fuller and Thaler Asset Management, Inc. has sole power to vote or direct the vote of 6,953,756 shares; and sole power to dispose or direct the disposition of 7,106,896 shares.

(7)	Based solely upon information contained in a Schedule 13G filed with the SEC on February 14, 2020, T. Rowe Price Associates, Inc. has sole power to vote or direct the vote of 1,770,227 shares; and sole power to dispose or direct the disposition of 6,671,204 shares.

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