SEC Form DEF 14A filed by Cathay General Bancorp

Sincerely yours,

Dunson K. Cheng

Executive Chairman of the Board

777 NORTH BROADWAY

LOS ANGELES | CALIFORNIA 90012

1.

To elect four Class II directors to serve until the 2028 annual meeting of stockholders, and until their successors have been elected and qualified;

2.

To approve the Cathay General Bancorp 2005 Incentive Plan, As Amended and Restated;

3.

To vote on an advisory (non-binding) resolution to approve our executive compensation disclosed in the accompanying proxy statement;

4.

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2025 fiscal year; and

5.

To transact such other business as may properly be brought before the annual meeting or any adjournments or postponements of the annual meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 12, 2025. This proxy statement and Cathay General Bancorp’s Annual Report for the year ended December 31, 2024 are also available free of charge electronically at https://www.cathaygeneralbancorp.com/cathay-general/stockholder-information/annual-meeting-materials and will remain available on the website through the conclusion of the annual meeting of stockholders.

By Order of the Board of Directors,

May K. Chan

Corporate Secretary

Date and Time:

Record Date:

Monday, May 12, 2025,

5:00 p.m., Pacific Time

March 20, 2025

Place:

Virtual meeting link www.virtualshareholdermeeting.com/CATY2025

You must enter the control number on your proxy card.

Voting:

Holders of record of our common stock at the close of business on the record date.

Attendance:  

Stockholders as of the record date and their duly appointed proxies may attend the annual meeting remotely.

Proposal

Board Recommendation

Page

1. Election of Directors

FOR EACH NOMINEE

7

2. Cathay General Bancorp 2005 Incentive Plan, As Amended and Restated

FOR

48

3. Advisory (Non-Binding) Vote to Approve our Executive Compensation

FOR

55

4. Ratification of the Appointment of Independent Registered Public Accounting Firm

FOR

56

Name of Nominee

Class

Age

Principal Occupation

Director  
Since

Dunson K. Cheng

II

80

Executive Chairman of Cathay General Bancorp and Cathay Bank

1990

Chang M. Liu

II

58

President and Chief Executive Officer of Cathay General Bancorp and Cathay Bank

2020

Shally Wang ^*/

II

68

Retired, Former General Manager at IBM Greater China Group

2021

Elizabeth Woo

II

46

Associate Professor of the Practice of Accounting at USC

2024

*/

As described on page 7, Ms. Wang is currently serving as a Class I director but is being nominated at this annual meeting to serve as a Class II director. If she is elected to serve as a Class II director at the annual meeting, she will resign her position as a Class I director concurrent with her election.

What is the purpose of the annual meeting? At the annual meeting, our stockholders will be asked to:

1.   Elect four Class II directors to serve until the 2028 annual meeting of stockholders, and their successors have been elected and qualified;

2.   To approve the Cathay General Bancorp 2005 Incentive Plan, As Amended and Restated;

3.   Vote on an advisory (non-binding) resolution to approve our executive compensation disclosed in this proxy statement;

4.   Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2025 fiscal year; and

5.   Transact such other business as may properly be brought before the annual meeting or any adjournments or postponements of the annual meeting.

When and where will the annual meeting be held? The annual meeting will be held on May 12, 2025, at 5:00 p.m., Pacific Time exclusively in a virtual format at www.virtualshareholdermeeting.com/CATY2025.

Who can attend the annual meeting via Internet? All stockholders at the close of business on the record date and their duly appointed proxies may attend the annual meeting in person via Internet. To be admitted to the annual meeting via the Internet, you must enter the control number on your proxy card.

Who is entitled to vote at the annual meeting? The Board has fixed March 20, 2025, as the record date for the annual meeting. Only holders of record of our common stock at the close of business on the record date are entitled to receive notice of and to vote at the annual meeting. On the record date, 70,004,272 shares of our common stock were outstanding.

How many shares must be present to transact business at the annual meeting? A quorum is required for our stockholders to transact business at the annual meeting. The presence in person or by proxy of the holders of a majority of the outstanding shares of our common stock constitutes a quorum. Shares that

are voted “FOR,” “AGAINST” or “ABSTAIN” and broker non-votes will be counted towards determining whether or not a quorum is present. If the shares represented at the annual meeting are not sufficient to constitute a quorum, we may adjourn or postpone the annual meeting to permit the further solicitation of proxies.

How many votes am I entitled to? Each stockholder of record is entitled to one vote for each share of our common stock registered in the stockholder’s name. Shares may not be voted cumulatively for the election of directors or otherwise.

What is the difference between a “stockholder of record” and a “beneficial owner?” These terms describe how your shares are held. If your shares are registered directly in your name with our transfer agent, then you are a “stockholder of record” of those shares. As a stockholder of record, you have the right to vote by proxy via the Internet, by telephone, by mail, or in person via the Internet at the annual meeting.

If your shares are held in an account by a broker, bank, trust company, or other similar organization, then you are a “beneficial owner” of those shares and the organization holding your shares is considered the “stockholder of record” for purposes of voting at the annual meeting. If you are a beneficial owner, you have the right to direct the organization holding your shares on how to vote the shares held in your account.

How do I vote my shares? If you are a stockholder of record, there are four ways to vote:

•     By Internet Before the Annual Meeting Date. You may vote by proxy via the Internet before the annual meeting date by following the instructions provided in the proxy card.

•     By Telephone. You may vote by proxy by calling the toll- free number on the proxy card.

•     By Mail. You may vote by proxy by filling out the proxy card and returning it in the enclosed postage-prepaid envelope.

•     By Internet at the Annual Meeting. You may attend the annual meeting in person via the Internet on May 12, 2025, at 5:00 p.m. Pacific Time, by logging into the virtual meeting at www.virtualshareholdermeeting.com/CATY2025. To vote at the meeting, you must enter your control number at login.

If you vote via the Internet, by telephone, or complete and mail the proxy card, and we receive it on or before the voting date, your shares will be voted as you direct. Even if you plan to attend the annual meeting in person via the Internet, we encourage you to cast your vote before the annual meeting via the Internet, by telephone, or if you prefer, by completing, signing, dating, and returning the proxy card.

If you are a beneficial owner and your shares are held in a brokerage account or by a bank or other nominee, your ability to vote by telephone or the Internet depends on your broker’s voting process. Please follow the directions provided to you by your broker, bank or nominee.

What are broker non-votes? The term “broker non-votes” generally refers to shares that are held by a broker or other nominee in its name for the benefit of its clients but that cannot be voted because the broker or nominee is precluded from voting on “non-routine matters” and has not received voting instructions from the beneficial owner on those matters.

If you hold your shares in a brokerage account and do not give voting instructions to your broker on proposals that are considered “non-routine,” your broker cannot vote them for you and your shares will be treated as broker non-votes. At the annual meeting, Proposal One (Election of Directors), Proposal Two (Approval of the Cathay General Bancorp 2005 Incentive Plan, As Amended and Restated) and Proposal Three (Advisory (Non-Binding) Vote to Approve Our Executive Compensation) involve matters that we believe will be considered “non-routine,” while Proposal Four (Ratification of the Appointment of Independent Registered Public Accounting Firm) involves matters that we believe will be considered “routine.”

Therefore, it is important that you provide voting instructions for all proposals.

What if I don’t vote for some of the items listed in this proxy statement? If you are a stockholder of record and return your signed proxy card, or vote via the Internet or by telephone, the proxy holders will vote your shares, with respect to the items without specific voting instructions, according to the recommendations of the Board. The Board has designated Heng W. Chen and May K. Chan, and each of them individually, with power of substitution, as proxy holders.

May I change my vote? Yes. If you are a stockholder of record, you may revoke your proxy at any time before it is exercised by filing a written notice of revocation with our Corporate Secretary, by delivering to our Corporate Secretary a later signed and dated proxy card, or by a later dated vote via the Internet or by telephone. The deadline to vote via the Internet or by telephone is 11:59 p.m., Eastern Time, on May 11, 2025. You may also revoke your proxy if you attend the annual meeting in person via the Internet and vote online during the annual meeting by following the website instructions. Unless you decide to attend the annual meeting in person via the Internet and vote online at the annual meeting, we recommend that you change or revoke your prior instructions in the same manner as you originally gave them and provide enough time for the new voting instructions to reach us before the annual meeting begins. Once the annual meeting begins, you may only change or revoke your proxy by voting online at the annual meeting.

How are the shares held by the Cathay Bank Employee Stock Ownership Plan Trust (the “ESOPT”) voted? Each participant of the ESOPT has the power to direct the vote of the shares allocated to his or her account by providing voting instructions. Charles Schwab Bank, as Trustee of the ESOPT, will vote the shares allocated to a participant’s account as directed by the participant. If no direction is received by 11:59 p.m., Eastern Time, on May 7, 2025, with respect to any shares held by the ESOPT, the Trustee will vote such shares in the same manner as the shares voted by the Trustee on any matter as to which it has received timely directions.

How does the Board recommend that I vote? The Board unanimously recommends that you vote your shares as follows:

●     FOR EACH NOMINEE nominated as Class II directors as specified under Proposal One.

●     FOR the approval of the Cathay General Bancorp 2005 Incentive Plan, As Amended and Restated, as specified under Proposal Two;

●     FOR the advisory (non-binding) resolution to approve our executive compensation as specified under Proposal Three.

●     FOR ratification of the appointment of KPMG LLP as our independent registered public accounting firm as specified under Proposal Four.

None of our directors has informed us in writing that they intend to oppose any action intended to be taken by us at the annual meeting.

What is the vote required to elect directors and approve the other proposals?

Proposal One (Election of Directors)

The nominees receiving a majority of votes cast at the annual meeting will be elected as directors. A majority of votes cast means the number of votes cast “for” the director’s election exceeds the number of votes cast “against” that director’s election. Abstentions and broker non-votes will not be counted as votes cast for this purpose and will have no effect on the election of a director. If an incumbent director nominee fails to receive the requisite vote in an uncontested election, that director must offer to resign. Our Nomination and Governance Committee and the Board will then act on the tendered offer to resign in the best interest of Bancorp.

Proposal Two (Approve the Cathay General Bancorp 2005 Incentive Plan, As Amended and Restated)

The affirmative vote of a majority of our shares of common stock present in person or represented by proxy and entitled to vote at the meeting is required to approve Proposal Two. Abstentions will be treated as present and entitled to vote and therefore will have the same effect as a vote against this proposal. Broker non-votes will not affect the outcome of the vote. If our stockholders do not approve the Cathay General Bancorp 2005 Incentive Plan, As Amended and Restated, it will not be adopted and the existing 2005 Incentive Plan, as amended and restated in 2015, will remain in existence only until its term expires in May 2025.

Proposal Three (Advisory (Non-Binding) Vote to Approve our Executive Compensation)

The affirmative vote of a majority of our shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting is required to approve Proposal Three. Abstentions will be treated as present and entitled to vote and therefore will have the same effect as a vote against this proposal. Broker non-votes will not affect the outcome of the advisory vote. Although the vote is non-binding, the Board and our Compensation Committee will review the voting results in connection with their ongoing evaluation of the Company’s compensation program.

Proposal Four (Ratification of the Appointment of Independent Registered Public Accounting Firm)

The affirmative vote of a majority of our shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting is required to approve Proposal Four. Abstentions will be treated as present and entitled to vote and therefore will have the same effect as a vote against this proposal. Brokers will have discretion to vote on this proposal. In the event stockholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee and the Board. Even if the selection is ratified, the Audit Committee may in its discretion select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Who will serve as inspector of elections? The inspector of elections for the annual meeting will be American Elections Services, LLC. Under Delaware law, the inspector of elections will rule on the proxies and ballots submitted and may consider evidence deemed to be reliable to reconcile proxies and ballots submitted by or on behalf of banks, brokers, their nominees, or similar persons that represent more votes than the holder of a proxy is authorized by the stockholder of record to cast, or more votes than the stockholder holds of record.

What happens if additional matters are presented at the annual meeting or a nominee is unable to serve as a director? As of the date of this proxy statement, the Board knows of no matters to be brought before the annual meeting other than the proposals specifically listed in the notice of annual meeting of stockholders. Nevertheless, if further business is properly presented, the proxy holders named in the enclosed proxy card will vote the shares in their discretion in accordance with their best judgment.

If any nominee for director named in this proxy statement becomes unavailable for any reason, or if any vacancy on the Board occurs before the election, the shares represented by any proxy voting for that nominee will be voted for the person who may be designated by the Board to replace the nominee or to fill that vacancy on the Board. However, as of the date of this proxy statement, the Board does not believe that any nominee will be unavailable or that any vacancy will occur.

How will proxies be solicited and who will pay for the solicitation? We will pay the cost of this solicitation of proxies. In addition to the use of the mail, officers, directors, and employees of Bancorp and its subsidiaries may solicit proxies personally or by telephone, facsimile, or electronic means. These individuals will not be specially compensated for these solicitation activities. Arrangements will also be made with brokerage firms and certain other custodians, nominees, and fiduciaries for forwarding solicitation materials to the beneficial owners of shares held of record by these persons, and we will reimburse them for their reasonable expenses incurred in forwarding these materials, which we anticipate to be de minimis in nature.

What happens if the annual meeting is adjourned or postponed? Your proxy will remain valid and the shares may be voted at any adjourned annual meeting when resumed or at any postponed annual meeting. You will still be able to change your vote or revoke your proxy until the voting occurs.

Do I have rights or appraisal or similar rights of dissenters with respect to any matter to be acted upon at the annual meeting? 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.

Name and Address of Beneficial Owner

Amount and Nature of
Beneficial Ownership of
Common Stock 

Percentage of Common
Stock Beneficially
Owned ^1/ 

BlackRock, Inc.

10,656,594 ^2/

15.22%

50 Hudson Yards, New York, NY 10001

The Vanguard Group, Inc.

  8,254,816 ^3/

11.79%

100 Vanguard Blvd., Malvern, PA 19355

Dimensional Fund Advisors LP

  3,850,589 ^4/

  5.50%

6300 Bee Cave Road, Building One, Austin, TX 78746

State Street Corporation

  3,687,347 ^5/

  5.27%

State Street Financial Center, 1 Congress Street, Suite 1, Boston, MA 02114

^1/

The ownership percentage is determined by dividing the number of shares shown in this table by the 70,004,272 shares of Bancorp common stock outstanding as of March 20, 2025.

^2/

All information regarding BlackRock, Inc. is based on an amendment to Schedule 13G filed with the SEC on January 22, 2024. BlackRock, Inc., a parent holding company, reported that through its subsidiaries, BlackRock Life Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, and BlackRock Fund Managers Ltd, it had sole dispositive power over all the shares indicated and sole voting power over 10,484,125 shares.

^3/

All information regarding The Vanguard Group, Inc. is based on an amendment to Schedule 13G filed with the SEC on February 13, 2024. The Vanguard Group, Inc. has the sole dispositive power over 8,118,155 of the shares, shared dispositive power over 136,661 shares, and shared power to vote 62,136 shares.

^4/

All information regarding Dimensional Fund Advisors LP is based on the Schedule 13G filed with the SEC on February 9, 2024. Dimensional Fund Advisors LP has the sole dispositive power over all the shares indicated and sole power to vote 3,766,050. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the "Funds"). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, "Dimensional") may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. In addition, the filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934.

^5/

All information regarding State Street Corporation is based on the Schedule 13G filed with the SEC on January 24, 2024. State Street Corporation, a parent holding company, report that through its subsidiaries SSGA Funds Management, Inc., State Street Global Advisors Europe Limited, State Street Global Advisors Limited, State Street Global Advisors Trust Company, and State Street Global Advisors, Australia, Limited, it has sole dispositive power over all the shares indicated and sole voting power over 460,188 shares.

Name

Number of Shares
Ownership of
Common Stock

Percentage 

Ownership
of Common Stock ^1/ 

Nominees for Election for the Term Ending in 2025 (Class II):

Dunson K. Cheng **/         

854,208 ^2/

1.22%

Chang M. Liu **/         

136,558 ^3/

^*/

Shally Wang +/         

7,160

^*/

Elizabeth Woo                  

       0

^*/

Class II Directors Not Seeking Reelection***/:

Kelly L. Chan         

256,508 ^4/

^*/

Joseph C.H. Poon         

  73,959 ^5/

^*/ 

Directors Currently Serving for the Term Ending in 2026 (Class III):

Nelson Chung         

  45,519 ^6/

^*/

Felix S. Fernandez         

  22,019 ^7/

^*/

Maan-Huei Hung         

    9,201 ^8/

^*/

Richard Sun         

  50,649 ^9/

^*/

Directors Currently Serving for the Term Ending in 2027 (Class I):

Jane Jelenko         

   14,228 ^10/

^*/

Ann Yee Kono         

       0

^*/

Anthony M. Tang         

 968,941 ^11/

1.38%

Peter Wu         

 692,153 ^12/

^*/

Other Named Executive Officers:

Heng W. Chen         

 197,022 ^13/

^*/

Kim R. Bingham ++/          

   55,696 ^14/

^*/

Albert Sun          

       0

^*/

All nominees, directors, and executive officers as a group

(20 persons)         

3,391,707 ^15/  

4.85% ^16/

*/

Percentage of shares beneficially owned does not exceed one percent.

**/

A Named Executive Officer as well as a director.

***/

Kelly L. Chan and Joseph C.H. Poon will not stand for reelection and will end their term as a Class II director at the 2025 annual meeting.

+/

As described on page 7, Ms. Wang is currently serving as a Class I director but is being nominated at this annual meeting to serve as a Class II director. If she is elected to serve as a Class II director at the annual meeting, she will resign her position as a Class I director concurrent with her election.

++/

Kim R. Bingham retired from the position of Executive Vice President and Chief Credit Officer of Cathay Bank effective January 21, 2025, and departed from Cathay Bank effective April 1, 2025.

^1/

The percentage for each person in this table is based upon the total number of shares of our common stock outstanding as of March 20, 2025, which was 70,004,272 plus the shares which the respective person has the right to acquire within 60 days after March 20, 2025, by the vesting of restricted stock unit (“RSUs”) grants or otherwise. In computing the percentage of shares beneficially owned by each person, any shares which the person has a right to acquire within 60 days after March 20, 2025 are deemed outstanding for the purpose of computing the percentage of common stock beneficially owned by that person, but are not deemed outstanding for the purpose of computing the percentage of shares beneficially owned by any other person.

^2/

Includes 384,577 shares held by the Dunson Cheng and Cynthia Cheng Trust, 182,452 shares held by the Dunson Cheng and Cynthia Cheng Nonmarital Shares Trust, 102,890 shares held by the ESOPT which have been allocated to Mr. Cheng’s account, and 45,932 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements.

^3/

Includes 48,736 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements.

^4/

Includes 80,671 shares held by the Kelly and Barbara Chan Living Trust, 10,557 shares held by spouse, 30,596 shares held by Chansons Properties, and shares he disclaims beneficial ownership to including 48,593 shares held by Daryl Michael Chan Living Trust.

^5/

Includes 46,440 shares held by the Poon Family Trust.

^6/

Includes 10,000 shares held by Nelson Chung Defined Benefit Plan, 10,000 shares held by S.O.D. Co, a Sole Proprietorship Money Purchase Plan, and 18,593 shares by the Chung Family Trust.

^7/

Shares held by the Felix and Katherine Fernandez Trust.

^8/

Shares held jointly with spouse.

^9/

Includes 1,100 shares held by Mr. Sun’s spouse, 17,315 shares held by JKLM Limited Partnership, 17,834 shares held by the Sun Trust, 4,200 shares held by the Ivy Sun Separate Trust, 5,800 shares held by RIS Family Limited Partnership, 1,800 shares held by the Lin-Chih Corporation, and 1,600 shares held by Michael Sun Trust.

^10/

Includes 2,116 shares held by the Jelenko-Norris Marital Trust and 12,112 shares held by the Jelenko-Norris Survivors Trust.

^11/

Includes approximately 665,738 shares held by Mr. Tang’s spouse and approximately 114,411 shares held by the ESOPT which have been allocated to Mr. Tang’s account.

^12/

Includes 295,252 shares held by the PACJU, LLC and 396,901 shares held by Wu Family Trust.

^13/

Includes 100 shares held by the Chen Trust, and 16,434 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements.

^14/

Includes 10,166 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements.

^15/

Executive officers are those individuals designated as such for purposes of Section 16 of the Exchange Act. The total number of shares beneficially owned by all of our nominees, directors, and executive officers as a group includes approximately 217,301 shares held by the ESOPT that have been allocated to the directors and Named Executive Officers and 121,268 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements.

^16/

The ownership percentage is determined by dividing the number of shares beneficially owned by all our nominees, directors, and executive officers as a group by 70,004,272 shares of common stock outstanding as of March 20, 2025.

Under our certificate of incorporation and bylaws, the Board may consist of between three and 25 directors, and the number of directors within this range may be changed from time to time by the Board. The Board currently consists of 14 directors, each of whom is also a director of Cathay Bank, a California-chartered bank and wholly-owned subsidiary of Bancorp. The Board has decreased the size of the Board to 12 directors, effective as of the date of the annual meeting.

The Board has three classes of directors and our bylaws provide that the number of directors in each class should be as nearly equal in number as possible. The term of office of each class of directors is three years. The current term of the Class II directors will expire at the 2025 annual meeting of stockholders and, if elected at the 2025 annual meeting, the new term will expire at the 2028 annual meeting of stockholders. The current term of the Class III directors will expire at the 2026 annual meeting of stockholders. The current term of the Class I directors will expire at the 2027 annual meeting of stockholders.

To rebalance the classes of directors, stockholders are being asked to elect four Class II directors, so that the classes are as nearly equal in number as possible. The Class II directors will hold office until the 2028 annual meeting of stockholders, and their successors have been elected and qualified.

The Board, based on the recommendation of the Nomination and Governance Committee and the unanimous vote of all independent directors of the Board, has nominated, Dunson K.

Cheng, Chang M. Liu, Shally Wang and Elizabeth Woo to serve as Class II directors.

To rebalance the classes of directors, our Board approved effectively moving Shally Wang, who is currently a Class I director with a term that expires at the 2027 annual meeting of stockholders, from Class I to Class II. The Board has nominated Ms. Wang as a Class II director. If Ms. Wang is elected at the annual meeting to serve as a Class II director with a term that expires at the 2028 annual meeting, she will resign from her position as a Class I director effective upon her election as a Class II director. If Ms. Wang is not elected as a Class II director at the annual meeting, she will not resign as a Class I director and will continue to serve as a Class I director.

Kelly L. Chan and Joseph C.H. Poon will not stand for reelection and will end their term as a Class II ‎director at the 2025 annual meeting.‎ Bancorp and Cathay Bank‎ appreciate their distinguished service to the Board.

All of the nominees are currently directors of Bancorp and Cathay Bank and have served continuously in these capacities since the dates indicated in the “Nominees, Continuing Directors, and Executive Officers” below.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE (DUNSON K. CHENG, CHANG M. LIU, SHALLY WANG AND ELIZABETH WOO) AS CLASS II DIRECTORS.

Dunson K. Cheng, Ph.D., has been the Executive Chairman of the Board of Bancorp and Cathay Bank since 2016. He was the Chairman of the Board, President, and Chief Executive Officer of Bancorp and Chairman of the Board and Chief Executive Officer of Cathay Bank from 1994 to 2016, and the President of Cathay Bank from 1985 to 2015. Mr. Cheng has over 40 years of banking experience. He also serves on the board of DiCon Fiberoptics, Inc. (a supplier of optical components, integrated modules, and test equipment for the fiber optics industry) and on the Foundation of Tsinghua University Center for Advanced Study. He formerly served on the board of directors of the California Bankers Association. Mr. Cheng received a Ph.D. in Physics. He has been a Director of Cathay Bank since 1982 and of Bancorp since its formation in 1990.

Mr. Cheng brings to the Board his extensive banking experience, his broad knowledge of the business and operations of Bancorp and Cathay Bank, and his strong management and leadership skills. His tenure as an officer and a director for over 40 years affords the Board valuable insight regarding all aspects of the business and operations of Bancorp and Cathay Bank.

Dependent Director

Director since 1990 | Age 80

Board Committees:

●   Investment

●   Risk

Key Qualification and Expertise:

●   Technology / Systems

●   Leadership

●   Business Operations

●   Finance

●   Risk Management

●   Real Estate

●   Risk Expert

Chang M. Liu has been the Chief Executive Officer and President of Bancorp and Chief Executive Officer of Cathay Bank since 2020, and President of Cathay Bank since 2019. Mr. Liu joined Cathay Bank in 2014 as Senior Vice President and Assistant Chief Lending Officer. He was Senior Vice President and Deputy Chief Lending Officer of Cathay Bank from 2014 to 2015; Chief Lending Officer at Cathay Bank from 2016 to 2019; Executive Vice President of Cathay Bank from 2016 to 2019; and Chief Operating Officer of Cathay Bank from February to September 2020. Prior to joining Cathay Bank, Mr. Liu was Executive Vice President and Chief Lending Officer at Banc of California (formerly known as “Pacific Trust Bank”) from 2011 to March of 2014.

Mr. Liu has over 30 years of banking experience. In addition to his role at Cathay, Chang serves as a director on the Federal Reserve Bank of San Francisco–Los Angeles Regional Board, the Federal Home Loan Bank of San Francisco, the California Bankers Association Board, and the Board of Advisors for the UCLA Anderson Forecast. Chang is the Chair for the American Cancer Society–CEOs Against Cancer (L.A. Chapter), the first chairman of Asian descent in the organization’s history. Chang also serves on the Public Health Community Advisory Council under the UC Irvine Joe C. Wen School of Population & Public Health and is a member of its board of directors for Foothill Family. Mr. Liu has been a Director of Cathay Bank since 2019 and Bancorp since 2020.

Mr. Liu is a seasoned banker and brings to the Board in-depth management and operational knowledge of Cathay Bank through his leadership role at the Bancorp.

Dependent Director

Director since 2020 | Age 58

Board Committees:

●   Investment

●   Risk

Key Qualification and Expertise:

●   Technology / Systems

●   Leadership

●   Business Operations

●   Finance

●   Risk Management

●   Real Estate

Shally Wang was the General Manager of IBM Greater China Group and served over 34 years (from 1983 to 2017) in diverse roles across global business services, information technology services, the financial services sector, and industries products and solutions. Her special focus was made in supporting the modernization of China banking clients in both infrastructure and business applications. With a foundation in systems engineering, Ms. Wang cultivated organizational competency within IBM Greater China Group, overseeing products and services related to banking industry, business applications and project management, enterprise systems architecture and governance, as well as business management and operations. During her tenure with IBM, Ms. Wang was a regular keynote speaker at forums such as the annual China Banking Show, contributing to industry influence and thought leadership. Post retirement, Ms. Wang brought her wealth of experience to Digital China Information Service Company, one of the largest privately-owned IT enterprises and a leader in Fintech and IT technology in China, where she served as the Group Senior Advisor until 2023. Expanding her expertise to large enterprises, Ms. Wang was the President at a technology-driven startup, specializing in providing cybersecurity solutions to banking clients. Ms. Wang holds two master’s degrees, one in Mathematics and the other in Computer Science.

Ms. Wang has been a Director of Bancorp and Cathay Bank since 2021. With 40 years of IT experience spanning multinational corporations, private-owned enterprises, and startups, she brings to the Board her experience in information technology and information security in the financial sector, expertise in client and employee engagement, and extensive experience in business management and operations.

Independent Director

Director since 2021 | Age 68

Board Committees:

●   Compensation

Key Qualification and Expertise:

●   Technology / Systems

●   Leadership

●   Business Operations

●   Finance

●   Risk Management

Elizabeth Woo is an Associate Professor of the Practice of Accounting at the University of Southern California (USC). Ms. Woo has over 20 years of experience in accounting and financial services. Previously, she served as a Lecturer of Accounting at the University of California, Los Angeles (UCLA) from 2018 to June 2024. Prior to her academic career, she held the position of Managing Director at Crowe, LLP from 2013 to 2020, where she served as the Head of Audit Methodology. Prior to that role, Ms. Woo was a Senior Manager in the National Assurance Office of BDO, LLP. Ms. Woo holds a Master of Business Administration degree and is a Certified Public Accountant.

Ms. Woo has extensive business, accounting, and auditing experience from her positions at several public accounting firms. Her work experience provides her with financial expertise and knowledge and understanding of Internal Control over Financial Reporting (ICFR), SEC reporting and U.S. Generally Accepted Accounting Principles (GAAP).

Ms. Woo has been a director of Bancorp and Cathay Bank since 2024. She brings to the Board her insight into Data Analytics, Automation and Artificial Intelligence as well as her knowledge and understanding of risk management and internal audit oversight.

Independent Director

Director since 2024 | Age 46

Board Committees:

●   Audit (Vice Chair)

●   Compensation

Key Qualification and Expertise:

●   Technology / Systems

●   Leadership

●   Business Operations

●   Finance

●   Risk Management

●   Financial Expert

Class II Directors Not Seeking Reelection

Kelly L. Chan is a long-time owner of Phoenix Bakery Inc., a family-owned retail bakery that began in Los Angeles Chinatown and has been serving the Los Angeles area for more than 80 years. Mr. Chan was reappointed as Vice President of Finance of Phoenix Bakery in 2017 after retiring in 2012 from that position. Mr. Chan is a Certified Public Accountant with over 40 years of experience. He received a Master of Business Administration degree and served in the U.S. Navy from 1970 to 1973 and in the U.S. Naval Reserve until his retirement in 2000 with the rank of Captain. He has also been awarded certification by the UCLA Anderson Graduate School of Management’s Director Training and Certification Program. Mr. Chan has been a Director of Cathay Bank since 1981 and of Bancorp since its formation in 1990. Mr. Chan also serves as a member of the Cathay Bank Foundation Audit Committee.

With more than 40 years of retail business experience, Mr. Chan provided the Board with substantial management experience of privately held businesses, which constitute a significant portion of the clients of Cathay Bank. As a Certified Public Accountant, Mr. Chan added additional expertise in accounting matters and serves as chairman of the Audit Committee.

Independent Director

Director since 1990 | Age 78

Board Committees:

●   Audit (Chair)

●   Nomination and Governance

●   Risk

Key Qualification and Expertise:

●   Leadership

●   Business Operations

●   Finance

●   Risk Management

●   Financial Expert

Joseph C.H. Poon is the President of Edward Properties, LLC, a real estate development company that specializes in residential, industrial, and commercial projects, and has over 30 years of experience in real estate development. He received a Master of Business Administration degree and a Master of Science degree in Civil Engineering. Mr. Poon has been a Director of Cathay Bank since 1981 and of Bancorp since its formation in 1990. He served as the Lead Independent Director of Bancorp from July 2010 to May 2011.

Mr. Poon provided the Board with considerable managerial experience, as well as his extensive knowledge in commercial, industrial, and residential real estate construction and development. He also contributed his academic background in business and engineering.

Independent Director

Director since 1990 | Age 78

Board Committees:

●   Nomination and Governance (Chair)

●   Compensation

●   Investment

Key Qualification and Expertise:

●   Leadership

●   Business Operations

●   Finance

●   Risk Management

●   Real Estate

Continuing Directors (Class III)

Nelson Chung is the President of Pacific Communities Builder, Inc., which has built more than 5,500 home sites and developed more than 150 communities in Southern California. He holds a Master of Urban Design degree and is a licensed architect, general contractor, and real estate broker in California.

Mr. Chung has been a Director of Bancorp and Cathay Bank since 2005 and has been a Lead Independent Director of Bancorp since 2017.

Mr. Chung contributes managerial experience and his extensive knowledge of residential real estate development in Southern California, with which he has been involved for over 30 years. His academic background in urban design and his experience as an architect, general contractor, and real estate broker provide the Board with a unique perspective of the real estate market.

Lead Independent Director

Director since 2005 | Age 72

Board Committees:

●   Risk

Key Qualification and Expertise:

●   Leadership

●   Business Operations

●   Finance

●   Risk Management

●   Real Estate

Felix S. Fernandez was an executive at Wells Fargo in various capacities for over 15 years. In 2011, he retired as a Corporate Executive Vice President and Regional President of Community Banking for Wells Fargo in the Northern California region, with responsibility for overseeing 150 branches, $15 billion in deposits and $1.5 billion in loans, and 2,700 employees. Prior to Wells Fargo, Mr. Fernandez served as Executive Vice President of International Business Banking at State National Bank in El Paso, Texas, where he oversaw the Mexico business market, and served in various capacities at Valley National Bank of Arizona (later a part of Chase Bank). Mr. Fernandez has been active in the community and business organizations throughout his career, including affiliations with the United Way, Boys and Girls Club of America, Boy Scouts of America, Bankers Association for Finance and Trade, and the Greater Sacramento Chamber of Commerce. He also served on the board of Sacramento State University Enterprise, Inc., Dignity Health Sacramento Service Region Board, Crocker Art Museum, the California Bankers Association, and Pan American Bank. He holds a Master of Business Administration degree, with an emphasis in Finance.

Mr. Fernandez has been a Director of Bancorp and Cathay Bank since 2013. He brings valuable financial skills and diverse experience, along with a leadership record in the banking industry, all of which enhance the Board’s capacity to guide our future growth and development.

Independent Director

Director since 2013 | Age 74

Board Committees:

●   Investment (Chair)

●   Audit

●   Risk

Key Qualification and Expertise:

●   Technology / Systems

●   Leadership

●   Business Operations

●   Finance

●   Risk Management

●   Real Estate

Maan-Huei Hung is the General Counsel for AHMC Healthcare Inc., a Southern California based company that owns and operates eight hospitals. Ms. Hung is a California-licensed attorney with over 40 years of experience in the Los Angeles area and practices transactional corporate law with an emphasis in banking and commercial law as well as healthcare laws. She served as General Counsel for General Bank and its public holding company GBC Bancorp until its 2003 merger with Cathay Bank and Cathay General Bancorp.

Ms. Hung is a founding member and former president of the Taiwanese American Lawyers Association. She has served as legal counsel to the National Association of Chinese American Bankers since 2002 and is a board member on the AHMC Health Foundation. Ms. Hung has been a Director of Bancorp and Cathay Bank since May 2020.

Ms. Hung brings her legal expertise and her ability to analyze issues that contribute to the Board’s oversight and guidance for our growth and development. The Board also benefits from her knowledge and insight having served as General Counsel for GBC Bancorp and General Bank and having worked with various types of business clients. In addition, Ms. Hung’s community involvement provides her with knowledge and understanding of the communities that Cathay Bank serves, and her cross-industry and cross-cultural knowledge and experience is an asset to the Board.

Independent Director

Director since 2020 | Age 77

Board Committees:

●   Nomination and Governance

     (Vice Chair)

●   Compensation

Key Qualification and Expertise:

●   Leadership

●   Business Operations

●   Finance

●   Risk Management

Richard Sun is the President of SSS Development, Inc., a real estate investment, development, and management company.

Dr. Sun received his D.D.S. in Dentistry in 1982 and practiced for 18 years. He also served as the Mayor for the City of San Marino, California from 2012-2013, 2016-2017 and the city’s Council Member from 2009 to 2017. Dr. Sun has over 30 years of experience in real estate investment. He has also served as a director on the Trust Bank Board of Directors from 1995 to 2004 and on Omni Bank Board of Directors from 2008 to 2009. Dr. Sun currently serves as a board member of the Cathay Bank Foundation and is an emeritus board member of the USC Arcadia Hospital Foundation.

Dr. Sun is a community leader and has many years of civic service. He served on the Board of Governors of the Los Angeles County Natural History Museum from 2003 to 2017, as President of the Chinese American Elected Officials from 2015 to 2017, as a Committee Member of both the Economic Development Committee for Monterey Park and the Design Review Committee for San Marino from 2001 to 2004, and Board Member of the Workforce Investment Committee for Los Angeles County from 2000 to 2002. He also served on the Methodist Hospital Foundation Board from 2007 to 2016 and chaired the foundation in 2013.

Dr. Sun has been a Director of Bancorp and Cathay Bank since 2017. He brings with him board experiences of financial institutions as well as his depth of knowledge and experience in both public and private companies. The Board believes that his diversified skills add valuable entrepreneurial, managerial, and leadership perspectives to the Board.

Independent Director

Director since 2017 | Age 72

Board Committees:

●   Compensation (Chair)

●   Nomination and Governance

Key Qualification and Expertise:

●   Leadership

●   Business Operations

●   Finance

●   Risk Management

●   Real Estate

Continuing Directors (Class I)

Jane Jelenko was a partner at KPMG LLP, a global audit, tax, and advisory services firm, where she became the first female consulting partner in 1983 and served over 25 years (from 1977 to 2003) in various capacities including as the National Industry Director for its Banking and Finance group, a member of the firm’s board of directors, and the leader for the firm’s Banking and Investment Services Consulting group. She has also served on the Countrywide Bank board (Audit and Operations Committees), the Los Angeles Area Chamber of Commerce Executive Committee, and the Organization of Women Executives board. She currently serves on the board of two SunAmerica Mutual Funds families, and on non-profit boards, including the Center Dance Arts of the Los Angeles Music Center, the American Dance Movement, Everybody Dance LA, and the Constitutional Rights Foundation (emeritus). She holds a Master of Business Administration degree in Finance.

Ms. Jelenko has been a Director of Bancorp and Cathay Bank since 2012. She brings to the Board her extensive managerial and finance experience and community service.

Independent Director

Director since 2012 | Age 76

Board Committees:

●   Risk (Chair)

●   Audit

●   Nomination and Governance

Key Qualification and Expertise:

●   Technology / Systems

●   Leadership

●   Business Operations

●   Finance

●   Risk Management

●   Financial Expert

Ann Yee Kono is the Founder and Chief Executive Officer of Leda Advisory Group (“Leda”) since 2019, a management consulting firm that partners with asset managers to advise on growth and scale. Ms. Kono also serves as an independent director (since December 2020) and an audit committee member (since June 2021) for Sabra Health Care REIT, a fund serving the healthcare industry, and was appointed as an independent director at Siepe, LLC, an asset management enterprise software firm in July 2022.

Prior to founding Leda, Ms. Kono spent 11 years at Ares Management Corporation, a global alternative investment manager operating in the credit, private equity and real estate markets, where she held the position of Chief Information and Risk Officer and oversaw operational, investment and enterprise risks, and as Chief Technology Officer and Head of Operations prior to that. Ms. Kono previously served on the board of directors of Stable Road Acquisition Company from 2019 to 2021. Ms. Kono has over 25 years of experience in the finance industry focused on operational scale and digital transformation. She holds a Master of Business Administration degree in Finance. Ms. Kono is also a co-founder and board member of TeachAAPI, a non-profit organization with the mission to raise Asian American and Pacific Islander-related cultural and racial awareness that fosters understanding, empathy and dismantle bias, thereby creating a more inclusive community where diverse perspectives are valued and respected that will shape future leaders and create generational change for years to come.

Ms. Kono has been a director of Bancorp and Cathay Bank since 2024. Ms. Kono is a seasoned and former publicly traded c-suite executive and audit committee board member who brings to the Board tactical and strategic insights into the growth of the company.

Independent Director

Director since 2024 | Age 49

Board Committees:

●   Risk (Vice Chair)

●   Audit

Key Qualification and Expertise:

●   Technology / Systems

●   Leadership

●   Business Operations

●   Finance

●   Risk Management

●   Real Estate

●   Financial Expert

Anthony M. Tang has been Vice Chairman of the Board of Bancorp and Cathay Bank since 2014 and has over 30 years of banking experience. He was an Executive Vice President of Bancorp from 1994 to 2013, Senior Executive Vice President of Cathay Bank from 1998 to 2013, Chief Lending Officer of Cathay Bank from 1985 to 2013, and Executive Vice Chairman of the Board of Bancorp and Cathay Bank from 2013 to 2014. Mr. Tang was formerly the Chief Financial Officer and Treasurer of Bancorp from 1990 to 2003. He holds a Master of Business Administration degree.

Mr. Tang has been a Director of Cathay Bank since 1986 and Bancorp since its formation in 1990. Through his service to Cathay Bank in various capacities for over 25 years, Mr. Tang brings to the Board an in-depth knowledge and understanding of its history and business, as well as his extensive knowledge of its operations including from a financial and accounting standpoint.

Dependent Director

Director since 1990 | Age 71

Board Committees:

●   None

Key Qualification and Expertise:

●   Technology / Systems

●   Leadership

●   Business Operations

●   Finance

●   Risk Management

●   Real Estate

Peter Wu, Ph.D., has been Vice Chairman of the Board of Bancorp and Cathay Bank since 2014. He was Chief Operating Officer of Bancorp and Cathay Bank from 2003 to 2014, and Executive Vice Chairman of the Board of Bancorp and Cathay Bank from 2003 to 2014. He was the Chairman of the Board of GBC Venture Capital, Inc. from 1997 to 2014 and President and Chief Executive Officer of GBC Venture Capital, Inc. from 2003 to 2014. He was also Chairman of the Board of the Cathay Bank Foundation from 2005 to 2022. Prior to joining Bancorp, Mr. Wu was a co-founder, Chairman of the Board, President, and Chief Executive Officer of General Bank and its publicly-held bank holding company, GBC Bancorp, until they merged with Cathay Bank and Bancorp in 2003. Mr. Wu holds a Ph.D. in Mathematics.

Mr. Wu has been a Director of Bancorp and Cathay Bank since 2003. He provides commercial banking and managerial experience to Bancorp and Cathay Bank gained from his executive management positions with GBC Bancorp and General Bank, of which he was a co-founder, and then Bancorp and Cathay Bank. He also provides institutional knowledge of the history and operations of General Bank and GBC Bancorp.

Dependent Director

Director since 2003 | Age 76

Board Committees:

●   Investment

●   Risk

Key Qualification and Expertise:

●   Technology / Systems

●   Leadership

●   Business Operations

●   Finance

●   Risk Management

●   Real Estate

Our business and affairs are managed under the direction and oversight of the Board. The Board is committed to maintaining the highest standards of business conduct and corporate governance. The Board has adopted Corporate Governance Guidelines, which, together with our certificate of incorporation, bylaws, Code of Ethics, and Board committee charters, form the framework for the governance of Bancorp. The Corporate Governance Guidelines, Code of Ethics and Board committee charters are available at www.cathaygeneralbancorp.com.

Meetings

The Board generally holds regular meetings every other month. Special meetings are called when necessary. During 2024, the Board held seven meetings. In 2024, each director attended more than 75% of the aggregate of (i) the total number of meetings of the Board held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of the Board on which he or she served during the periods that he or she served. It is our policy to invite and encourage all members of the Board to attend Bancorp’s annual meeting of stockholders. All of our current directors attended the 2024 annual meeting of stockholders.

Board Leadership

Dunson K. Cheng leads the Board in his role as the Executive Chairman of the Board.

The Chairman of the Board sets the agendas, presides at Board meetings, and generally takes the lead role in the boardroom. In the absence of the Chairman of the Board, a Vice Chairman presides at Board meetings. Any director may suggest the inclusion of items on the agenda and raise at any Board meeting subjects that are not specifically on the agenda for that meeting.

The Chairman of the Board can be designated by the Board as the Chief Executive Officer or the Executive Chairman. The Board does not require the separation of the offices of the Chairman of the Board and the Chief Executive Officer. The Board recognizes that no single leadership model is right for all companies at all times. The Board believes it is important to maintain flexibility in its Board leadership structure depending on the needs of Bancorp.

The Board believes that separating the roles of the Chief Executive Officer and Chairman of the Board is the most appropriate structure for Bancorp at this time. The Board believes that this structure provides clarity of leadership following the appointment of Mr. Liu as Chief Executive Officer of Bancorp on October 1, 2020, and that Mr. Cheng is uniquely qualified through his experience and expertise to continue leading Bancorp in his capacity as the Executive Chairman.

Moreover, the Board recognizes that managing the Board can be a separate and time-intensive responsibility. By separation of the roles of Chief Executive Officer and Chairman of the Board, it allows Mr. Liu to devote his full attention to the supervision, management and control of the business and affairs of Bancorp and Cathay Bank, without the additional responsibilities of Chairman of the Board. The Board also believes that having a separate Chairman of the Board allows Bancorp to continue to benefit from Mr. Cheng’s vast organizational, business and

industry experience and expertise in his role as Executive Chairman and from the business synergies and mentoring opportunities.

In accordance with our Corporate Governance Guidelines, if the Chairman of the Board is an employee, or not independent, an independent director shall be elected by the independent directors to serve as the Lead Independent Director.

The Lead Independent Director is elected by the majority of independent directors on an annual basis at the first executive session after the annual stockholders’ meeting, and is charged with the following responsibilities:

•  Presiding at meetings of the independent directors in executive session;

•  Facilitating communications between other members of the Board and the Chairman of the Board and/or the Chief Executive Officer; and

•  Consulting with the Chairman of the Board and/or the Chief Executive Officer on matters relating to corporate governance and Board performance.

Currently, Nelson Chung serves as the Lead Independent Director.

The Board also accomplishes much of its governance and oversight role through its Audit, Compensation, Nomination and Governance, and Risk Committees that, with the exception of the Risk Committee, are made up entirely of independent directors. The chairs of these committees take the lead in matters that come within their purview. In addition, the independent directors meet at least quarterly in executive session. Finally, the Chairman of the Board serves at the pleasure of the Board, and the independent members of the Board (constituting a majority of the directors) can call special meetings if the need arises. The Board believes that Bancorp’s approach to risk oversight helps to ensure that the Board can choose different leadership structures as appropriate without experiencing a material impact on its oversight or risk.

Risk Management Oversight

The Board is responsible for the oversight of risk management, and it looks to Bancorp’s and its subsidiary Cathay Bank’s management to develop and implement policies, processes, and procedures to appropriately identify, manage, and control risk exposure. The Board’s function is, among other things, to review these policies, processes, and procedures and determine whether they are aligned and integrated with the Board’s corporate strategy and risk tolerance, functioning appropriately, and adequately fostering a culture of risk-adjusted decision making within the organization.

In its oversight role, the Board relies to a large extent on its committee structure. Each of the committees considers the management of risk within the particular area of its responsibility. For example, the Compensation Committee has responsibility for monitoring the performance, and regularly reviewing the design and function of our incentive compensation plans and arrangements and seeks to ensure that they do not encourage executive officers to take unnecessary and excessive risks that threaten our value and do not encourage the manipulation of

reported earnings to enhance the compensation of any employee. Separately, the Audit Committee oversees activities performed by the audit and loan review functions of Bancorp. The Chief Audit Executive of Cathay Bank reports on audit matters directly to Cathay Bank’s Audit Committee, which also evaluates the performance of the Chief Audit Executive. The Board has delegated the general responsibility for overall risk management oversight to the Risk Committee. The Risk Committee meets periodically with the Chief Risk Officer.

Risk management oversight is also provided through an internal committee of Cathay Bank, which is chaired by Cathay Bank’s Executive Vice President and Chief Risk Officer. This group meets at least quarterly and is responsible for evaluating relevant risk information, implementing appropriate strategies to address risks, and reporting the results to executive management, the Risk and Compliance Committee of the Cathay Bank Board of Directors, the Risk Committee, and the Board.

The Board receives regular reports from its committees, including the Risk Committee, regarding their deliberations and actions, as well as a quarterly report from the Chief Risk Officer of Cathay Bank, and regularly discusses and evaluates the risks we are facing, and the effectiveness of actions being taken to monitor and control exposure from such risks. In addition, the independent directors meet at least annually in executive session with Cathay Bank’s Chief Risk Officer, Cathay Bank’s Chief Audit Executive, and representatives of Bancorp’s independent registered public accounting firm.

Director Independence

Our Corporate Governance Guidelines provide that the Board shall be comprised of a majority of directors who, in the opinion of the Board, qualify as “independent directors” pursuant to the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). An “independent director” for purposes of the Guidelines means a person other than: (i) an executive officer or employee of Bancorp or its subsidiaries, or (ii) any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Board considered relationships, transactions, and/or arrangements with each of its directors, including those disclosed below under “Transactions with Related Persons, Promoters and Certain Control Persons,” and determined that the following ten of its current 14 members are “independent” as defined in the Nasdaq Stock Market Rules: Kelly L. Chan (who will not stand for reelection this year), Nelson Chung, Felix S. Fernandez, Maan-Huei Hung, Jane Jelenko, Joseph C.H. Poon (who will not stand for reelection this year), Richard Sun, Shally Wang, Ann Yee Kono and Elizabeth Woo.

In addition, the Board has determined that:

•  All directors who serve on the Audit, Compensation, and Nomination and Governance Committees are independent under applicable Nasdaq listing standards and SEC rules; and

•  All members of the Audit and Compensation Committees meet the additional independence requirement that they do not directly or indirectly receive any consulting, advisory or compensatory fees from Bancorp or Cathay Bank other than their compensation as directors.

As illustrated below, following this 2025 annual meeting, assuming all four nominated directors are elected, Cathay’s Board is expected to consist of 12 directors, of which eight will be considered “independent” as defined in the Nasdaq Stock Market Rules.

The independent directors meet in executive session without the presence of any members of Bancorp’s management on a regularly scheduled basis, but not less than four times a year. In 2024, the independent directors met in executive sessions six times.

Board Diversity

The Board values diversity among its members. A board comprised of members from a diverse professional and personal background brings distinct viewpoints and perspectives that can effectively represent the long-term interest of our stockholders.

Below are some of the key experiences, qualifications, skills, and attributes possessed by our Board of Directors.

Technology / Systems experience is relevant to the Company as it looks for ways to enhance client experience and internal operations.

Leadership experience in holding significant leadership roles over an extended period of time provides the Company with unique insights.

Business Operations experience gives directors a practical understanding of development, implementation, and assessment of the Company’s operating plan and business strategies.

Finance includes financial expertise and literacy that is important as it assists the directors in understanding and overseeing the Company’s financial reporting and internal controls.

Risk Management experience is critical to the Board’s role in overseeing the risks facing the Company.

Real Estate experience is crucial in understanding and reviewing the Company’s business and strategies in lending and investments.

D.

Cheng

C.

Liu

S.

Wang

E.

Woo

K.

Chan

*/

J.

Poon

*/

N.

Chung

F.

Fernandez

M.

Hung

R.

Sun

J.

Jelenko

A.

Kono

A.

Tang

P.

Wu

Skills and Experience

Technology / Systems

Leadership

Business Operations

Finance

Risk Management

Real Estate

*/

Directors who will not stand for reelection and will end their term as a Class II director at this 2025 annual meeting.

Meetings held in 2024

D.

Cheng

C.

Liu

^1/

S.

Wang

E.

Woo

^2/

K.

Chan

^*/

J.

Poon

^*/

N.

Chung

F.

Fernandez

M.

Hung

^3/

R.

Sun

^4/

J.

Jelenko

A.

Kono

^5/

A.

Tang

P.

Wu

Board Committees

Audit

10

VC

C

Compensation

7

C

Investment

3

C

Nomination and Governance

7

C

VC

Risk

5

C

VC

^*/

Directors who will not stand for reelection and will end their term as a Class II director at this 2025 annual meeting.

^1/

Mr. Liu joined as a member of the Risk Committee in July 2024.

^2/

Ms. Woo joined as a member of the Audit Committee in May 2024 and Compensation Committee in July 2024 and was appointed as Vice Chairman of the Audit Committee in September 2024.

^3/

Ms. Hung was appointed as Vice Chairman of the Nomination and Governance Committee in January 2025.

^4/

Mr. Sun no longer served on the Audit Committee since May 2024.

^5/

Ms. Kono joined as a member of the Audit Committee in May 2024 and Risk Committee in July 2024 and was appointed as Vice Chairman of the Risk Committee in September 2024.

Audit Committee

The Audit Committee oversees Bancorp’s financial reporting on behalf of the Board. It appoints and evaluates Bancorp’s independent auditors, and reviews with the independent auditors the proposed scope of, fees for, and results of the annual audit. It reviews the system of internal accounting controls and the scope and results of internal audits with the independent auditors, the internal auditors, and Bancorp management. It considers the audit and non-audit services provided by the independent auditors, the proposed fees to be charged for each type of service, and the effect of non-audit services on the independence of the independent auditors.

As provided by its charter, the Audit Committee is comprised of three or more directors, and its members must meet the Nasdaq listing standards, the regulations of the SEC, and the requirements of the Federal Deposit Insurance Corporation.

All members of the Audit Committee are “independent” as defined in the Nasdaq listing standards. The Board conducted a review regarding whether any members of the Audit Committee meet the criteria to be considered an “audit committee financial expert” and determined that Mr. Chan, its Chairman, Ms. Woo, its Vice Chairman, and Ms. Jelenko and Ms. Kono each qualifies as an “audit committee financial expert,” as defined in Item 407(d)(5) of the SEC’s Regulation S‑K.

Although the Audit Committee does not have a policy for pre-approving services to be provided by Bancorp’s independent auditors, all services to be provided to Bancorp by its independent auditors are subject to review and approval by the

Audit Committee in advance of the performance of the services, provided that the Audit Committee will not approve any non-audit services proscribed by Section 10A(g) of the Exchange Act in the absence of an applicable exemption. The Audit Committee may delegate to a designated member or members of the Audit Committee the authority to approve such services so long as any such approval is reported to the full Audit Committee at its next scheduled meeting. The Audit Committee has not delegated such authority.

Compensation Committee

The purpose of the Compensation Committee is to exercise oversight with respect to the compensation philosophy, policies, practices, and implementation for our executive officers and directors, the administration of our equity-based compensation plans, and the administration of our incentive and other plans for our executive officers. In addition to its risk management responsibilities as described above, the Compensation Committee has responsibility for: (a) establishing our compensation policies and practices with regard to our Chief Executive Officer and the other executive officers; (b) reviewing and approving, at least annually, goals and objectives with respect to the performance of our Chief Executive Officer and the other executive officers; (c) evaluating, at least annually, the performance of our Chief Executive Officer and the other executive officers in light of the corporate goals and objectives and the performance evaluations; and (d) administering our equity-based compensation plans, including making awards and determining the terms and conditions of awards.

As provided by its charter, the Compensation Committee is comprised of at least two members of the Board. Each member of the Compensation Committee is required to be and is an “independent director” and otherwise qualifies as a member of the Compensation Committee under the Nasdaq listing standards; and qualifies as a “non-employee director” under Rule 16b-3(b)(3)(i) promulgated by the SEC under the Exchange Act.

Investment Committee

The Investment Committee oversees Bancorp’s investment and funds management policies at the holding company level. This committee exists alongside the Investment Committee at Cathay Bank.

Nomination and Governance Committee

All members of the Nomination and Governance Committee are “independent” as defined in the Nasdaq listing standards and the Nomination and Governance Committee is comprised of three or more members of the Board. This committee identifies and evaluates candidates qualified to serve as members of the Board and makes recommendations to the Board regarding such candidates. In addition, the committee has the following responsibilities with respect to corporate governance: (a) developing and recommending to the Board a set of corporate governance guidelines, reviewing and reassessing as appropriate the adequacy of any corporate governance guidelines adopted by the Board and recommending any proposed changes to the Board; (b) considering any other corporate governance issues that arise, developing appropriate recommendations for the Board, and addressing matters of corporate governance not otherwise delegated to other committees of the Board; (c) serving in an advisory capacity to the Board on matters of organizational and governance structure; (d) overseeing the implementation of the Board’s annual reviews of director independence; (e) developing and recommending to the Board a process to evaluate performance of the Board and its committees, and implementing and overseeing any process adopted; (f) reviewing and reassessing the adequacy of the various committee charters and recommending any proposed changes to the Board; (g) assisting the Board in reviewing our senior management development and succession planning; and (h) to assist the Board in fulfilling its oversight responsibilities on ESG matters such as environment, health and safety, corporate social responsibility, sustainability, philanthropy, corporate governance, reputation, equity and inclusion, community issues, and other public policy matters relevant to the Company.

Nominees for this 2025 annual meeting of stockholders were recommended by this committee and unanimously approved by all of Bancorp’s independent directors.

The policy of the Nomination and Governance Committee is to consider candidates properly recommended by our stockholders. In evaluating any such candidates, the Nomination and Governance Committee will consider the criteria described below. Any such recommendations should include the nominee’s name and qualifications for membership on the Board and should be directed to May K. Chan, Corporate Secretary, Cathay General Bancorp, 777 North Broadway, Los Angeles, California 90012. In addition, our bylaws permit stockholders to nominate directors for election at stockholder meetings. To nominate a director, stockholders must give timely notice to our Corporate Secretary in accordance with our bylaws, which require that the notice be received by our Corporate Secretary within the time

periods described under “Stockholder Proposals for 2026 Annual Meeting of Stockholders” below.

The Board and the Nomination and Governance Committee consider potential nominees based on such criteria as depth and breadth of relevant experience, intelligence, personal character, integrity, commitment to the community and to Bancorp, knowledge of the business of banking, compatibility with the current Board culture, and prominence—all in the context of the perceived needs of the Board at the point in time of the consideration. Nominees must also be acceptable to banking regulators. Bancorp seeks to ensure that at least a majority of the directors are independent under the Nasdaq listing standards and that members of Bancorp’s Audit Committee meet Nasdaq, SEC, and Federal Deposit Insurance Corporation requirements and that at least one of them qualifies as an “audit committee financial expert” under the rules of the SEC. When an independent director retires, resigns or declines to stand for reelection, the Nomination and Governance Committee generally will evaluate whether to identify and recommend to the Board additional candidates for election by the stockholders or by the Board to fill the vacancy. The Nomination and Governance Committee has determined not to nominate additional candidates at the 2025 annual meeting in connection with the retirements of Mr. Poon and Mr. Chan, and instead has decreased the size of the Board effective as of the annual meeting, because Ms. Woo and Ms. Kono were previously elected as additional directors in 2024 in connection with the Board’s long-term succession planning.

Cathay Bank was founded in 1962 in Los Angeles, California, and is America’s oldest bank founded by Chinese-Americans. Since that time, it has expanded into metropolitan areas of the U.S. that have substantial Chinese-American populations, as well as established a branch in Hong Kong and a representative office in Shanghai, Taipei, and Beijing. To better serve its clients, many of Cathay Bank’s employees speak both English and one or more Chinese dialects or Vietnamese. As Cathay Bank has grown and expanded, the Board and the Nomination and Governance Committee have been considering greater diverse expertise for the Board, in terms of geography, skills, experience, and/or expertise. While there is no specific policy in place, a conscious effort has been made, and will continue to be made, to add to the Board otherwise qualified individuals who are representative of different expertise and skill sets.

The process for identifying and evaluating candidates is commenced by the Board upon its determination of a need to nominate a director or fill a new position or vacancy on the Board. At the request of the Board, the Nomination and Governance Committee then seeks to identify potential candidates who meet the specific criteria given by the Board at the time of the request based on input from members of the Board and, if the Board deems it appropriate, a third-party search firm.

The process begins with the Nomination and Governance Committee conducting inquiries into the backgrounds and qualifications of such candidates. If the Nomination and Governance Committee determines that a candidate is qualified to serve as a director and that he or she should be recommended to the Board, the Board will then review the recommendation and the accompanying information. If the Board is interested in a proposed candidate, it will designate a member to contact the candidate to discuss the proposed nomination, and determine if the candidate is interested in the nomination and if there is any reason why the Board should not proceed with

the nomination. Depending on the outcome, the next step is for the candidate to meet with all members of the Board.

Following these meetings, and using the input from such interviews and the information obtained by the Nomination and Governance Committee, the Nomination and Governance Committee will evaluate whether the candidate meets the requisite qualifications and criteria and should be recommended to the Board. Candidates recommended by the Nomination and Governance Committee are then presented to the Board for selection as nominees for election by the stockholders or by the Board to fill a vacancy. The Nomination and Governance Committee expects that a similar process will be used to evaluate nominees recommended by stockholders.

A summary of the qualifications and reasons considered by the Board in connection with its nomination of each director nominee is set forth above under the section entitled “Proposal One–Election of Directors–Nominees, Continuing Directors, and Executive Officers.”

Risk Committee

The purpose of the Risk Committee is to oversee the risk management practices of our operations. This committee exists alongside the Risk and Compliance Committee at Cathay Bank.

The Risk Committee is responsible for, among other things, documenting, reviewing, and approving, on an oversight basis, our enterprise-wide risk management practices, and overseeing the operation of, on an enterprise wide-basis, an appropriate risk management framework commensurate with our capital structure, risk profile, complexity, activities, size, and other appropriate risk-related factors.

As provided by its charter, the Risk Committee is composed of at least three Board members and is chaired by an independent director. The independent director chair (a) must not be an officer or employee and must not have been an officer or employee during the previous three years, (b) must not be a member of the immediate family, as defined in Regulation Y, of a person who is, or has been within the last three years, an executive officer, as defined in Regulation O, and (c) must be an independent director under Item 407 of the SEC’s Regulation S-K.

Stock Ownership of Directors

Until January 18, 2024, our Corporate Governance Guidelines provide that directors should hold shares of our common stock with a value equal to two times the amount of the annual cash retainer paid to directors as of March 15, 2012, or the date the director is elected to the Board, whichever is later. It further provided that directors should achieve such holdings within five years of joining the Board or, in the case of directors serving at the time the Guidelines were first adopted, within five years of March 15, 2012. On January 18, 2024, the Company amended the Guidelines to increase director’s common stock holdings to three times the amount of annual cash retainer paid to directors as of March 15, 2012, or the date the director is elected to the

Board, whichever is later. As of March 20, 2025, all current directors meet such holding requirements or within the five year grace period.

Compensation of Directors

The directors of Bancorp are also the directors of Cathay Bank’s board of directors (“Bank Board”) and members of certain of its committees.

For 2024, with the exception of Anthony M. Tang and Peter Wu as discussed below, each director who was not also a full-time officer of Bancorp or Cathay Bank was paid an annual retainer of $55,000 payable on a monthly basis in cash and a fee of $750 for each committee or special meeting of Bancorp or Cathay Bank or executive session of independent directors attended. No fee is paid for regular bimonthly meetings of the board of directors of Bancorp or Cathay Bank. Board and Bank Board committee meetings that are held on the same day count only as one meeting, except for the Audit Committee and the Bank Board’s Audit Committee. In addition, the following annual retainers were paid: $35,000 to the Lead Independent Director of Bancorp, $15,000 to the chair of the Audit Committee, $15,000 to the chair of the Bank Board’s Credit Committee, and $10,000 to the chairs of all other Board or Bank Board committees other than the chairs of the Bank Board’s Audit Committee, Investment Committee, and Risk & Compliance Committee who only received retainers for their service as the respective chairs of the Board’s Audit Committee, Investment Committee, and Risk Committee. Bancorp and Cathay Bank reimburse directors for out-of-pocket expenses incurred in attending meetings of the boards and committees and in traveling on company business. The Compensation Committee advises the Board on director compensation.

In April 2024, the Compensation Committee awarded each of the non-employee directors and Anthony M. Tang and Peter Wu, who are employee directors, shares of common stock of Bancorp with a target value of $85,000 based on the closing price on April 12, 2024, as additional compensation for their service as directors on the Board and its committees.

In addition to the awarded shares stated above, Anthony M. Tang was paid a base salary of $180,000 for his service as Vice Chairman of the Board of Bancorp and the Board of Cathay Bank, an annual retainer as chair of the Bank Board’s Credit Committee, an annual retainer as a director, and committee meeting attendance fees.

In addition to the awarded shares stated above, Peter Wu was paid a base salary of $200,000 for his service as Vice Chairman of the Board of Bancorp and the Board of Cathay Bank, an annual retainer as a director, and committee meeting attendance fees.

Our Corporate Governance Guidelines provide that the Board may make other exceptions to the policy that a director who is also an officer or employee of Bancorp shall not receive additional compensation for such services as a director.

Name

Fees earned or
paid in cash
($)

Stock
awards
($)

Option
awards
($)

Non-equity
incentive plan
compensation
($)

Change in pension
value and
nonqualified deferred
compensation
earnings ($)

All other
compensation ^1/
($)

Total 
($)

Kelly L. Chan         

102,250

84,999

—

—

—

—

187,249

Nelson Chung          

104,250

84,999

—

—

—

—

189,249

Felix S. Fernandez         

134,750

84,999

—

—

—

—

219,749

Maan-Huei Hung         

  70,750

84,999

—

—

—

—

155,749

Jane Jelenko         

100,250

84,999

—

—

—

—

185,249

Ann Yee Kono ^2/         

  49,863

—

—

—

—

—

  49,863

Joseph C.H. Poon         

  86,000

84,999

—

—

—

—

170,999

Richard Sun         

125,000

84,999

—

—

—

—

209,999

Anthony M. Tang         

   292,000 ^3/

84,999

—

—

—

9,000

385,999

Shally Wang          

  65,500

84,999

—

—

—

—

150,499

Elizabeth Woo ^2/         

  46,163

—

—

—

—

—

  46,163

Peter Wu          

   306,000 ^4/

84,999

—

—

—

10,000

400,999

^1/

The amount in this column consists of employer contributions under the 401(k) Profit Sharing Plan. Perquisites and other personal benefits, or property, are excluded if the aggregate amount of such compensation was less than $10,000. Group life insurance, health insurance, and long-term disability insurance premiums are also excluded because such premiums are pursuant to a plan that does not favor executive officers or directors and is generally available to all salaried employees.

^2/

Director since May 13, 2024.

^3/

This amount consists of $180,000 for Mr. Tang’s services as Vice Chairman of the Board of Bancorp and Cathay Bank, a retainer fee of $55,000 as a director of Bancorp and Cathay Bank, an annual retainer fee of $15,000 as chair of the Bank Board Credit Committee, and committee meeting attendance fees of $42,000.

^4/

This amount consists of $200,000 for Mr. Wu’s services as Vice Chairman of the Board of Bancorp and Cathay Bank, an annual retainer fee of $55,000 as a director of Bancorp and Cathay Bank, and committee meeting attendance fees of $51,000.

Named Executive Officers

Title

Chang M. Liu          

President and Chief Executive Officer of Bancorp and Cathay Bank

Heng W. Chen          

Executive Vice President and Chief Financial Officer of Bancorp and Cathay Bank

Dunson K. Cheng          

Executive Chairman of Bancorp and Cathay Bank

Kim R. Bingham          

Executive Vice President and Chief Risk Officer of Cathay Bank ^*/

Albert Sun          

Executive Vice President and Chief Credit Officer of Cathay Bank

*/

Mr. Bingham retired as Executive Vice President and Chief Risk Officer on January 21, 2025, and departed from Cathay Bank effective April 1, 2025.

●

attract, motivate, and retain capable executive management and other key personnel;

●

optimize the individual performance of our executive officers and our financial and operating performance;

●

align the interests of our executive officers with those of our stockholders and link specific performance to the overall quality and sustainability of our performance and profitability;

●

ensure that we are not unnecessarily exposed to risks or to the manipulation of our reported earnings;

●

more closely reflect programs that can be utilized on an ongoing basis; and

●

provide incentives that appropriately balance risk and reward, are commensurate with prudent risk-taking, and are compatible with effective controls and risk‑management.

Components

Structure

2024 Highlights

Competitive Base Salary

›     Fixed cash compensation for performing expected day-to-day responsibilities.

›     Reviewed annually and adjusted based on level of responsibility, achievements, experience and competitive market for similar talents.

›     Reflecting modest performance across the business, the Compensation Committee approved base salary increases of 3% for Messrs. Liu, Chen, and Bingham.

›     The above base salary percentage excludes base salary of our Executive Chairman of the Board, Mr. Cheng, which was decreased by 14%, and Mr. Sun, which was not changed.

Short-Term Incentive Bonuses

›     Based on performance compared to pre-established quantifiable financial metrics (e.g., EPS, ROA, loan growth, deposit growth, and efficiency ratio) and non-financial metric such as individual or department-wide performance goals.

›     Performance metrics are evaluated annually to maintain continued alignment with company strategy and market practice.

›     Take into account safety and soundness and risk-management, when determining financial and non-financial metrics.

›     Clawback rights.

›     Bonus plan is based on EPS, return on assets (“ROA”), and individual performance, and provides explicit formulas by which performance against these three metrics is assessed in determining the annual bonus.

›     Bonuses were determined in February 2025 based on 2024 performance. Reflecting the fact that the Company’s EPS and ROA performance did not achieve target levels, bonuses were awarded between 77% and 89% of target levels, as described below.

Long-Term Equity Incentives

›     Delivered in the form of performance-based restricted stock units (RSUs) using performance metrics we believe will result in a strong alignment of investor and executive interests.

›     Vesting of these RSUs based on performance and consists of (1) EPS, (2) TSR compared to comparable banks, and (3) ROA as compared to comparable banks.

›     Clawback rights.

›     Target mix of long-term equity awards that consists of performance RSUs: 50% will be earned based on EPS over a three-year performance period beginning January 1, 2024, 25% will be earned based on Bancorp’s total shareholder return (“TSR”) compared to comparable banks over that period and the remaining 25% will be earned based on Bancorp’s return on assets compared to comparable banks over that performance period.

›     As described below, LTI awards were given to the Named Executive Officers on June 28, 2024.

Base Salaries

We provide our executive officers with a base salary to compensate them for services rendered during the year and to attract, motivate, and retain them. The Compensation Committee does not apply any fixed formula for setting base salaries for our executive officers. Instead, it considers a wide range of factors. In particular, the Compensation Committee considers our overall financial and operating performance and profitability, and its evaluation of each executive officer’s individual performance and contribution toward such overall performance and profitability. Our overall performance and profitability are determined, without any quantified targets or particular weighing, with reference to financial factors such as net income, EPS, return on average assets, return on average stockholders’ equity, efficiency ratio, and percentage increase or decrease in total assets, loans, and deposits.

The evaluation of each executive officer’s individual performance involves consideration of such factors as the significance of the executive officer’s services, level of responsibility, changes in those responsibilities, and the achievement of individual performance goals or completion of any strategic initiatives and special projects or assignments that may have been set from year to year, without any particular weight being assigned to these factors. As part of this evaluation, the Compensation Committee may consider the executive officer’s individual skills, experience, length of service, and compensation levels in past years, not only in relation to the individual’s performance in those years compared with the current year, but also in relation to competitive employment opportunities for that individual. Consideration is also given to changes in the cost of living.

The Compensation Committee also takes into consideration the base compensation of executive officers in equivalent positions at banks and bank holding companies considered to

be similar to Cathay Bank and Bancorp. We believe it is helpful to consider comparative market information about compensation paid to executive officers of other companies in our business and geographic marketplace that seek similarly skilled and talented executives. We want to be able to retain our executive officers and, accordingly, we take into consideration publicly available information about compensation paid to executive officers at other financial institutions in making our compensation decisions. However, we do not establish compensation levels based on benchmarking, and we do not attempt to maintain a certain target percentile within any peer group to determine compensation. We view information on pay practices at other institutions as relevant to a general understanding of the market and for assessing the competitiveness and reasonableness of our executive compensation program.

Salary levels are typically considered in the first quarter of the year as part of our employee performance review process. Salary levels may also be reviewed and adjusted for an executive officer pursuant to a promotion or change in job responsibility or for special retention purposes. The Compensation Committee does not set any target range or apply any formulas or any particular minimum or maximum percentages. Instead, it considers the base salary increases on a case-by-case and year-by-year basis applying the factors set forth above. When permitted by law, the Compensation Committee takes into consideration the compensation history of the executive officers and will observe past ranges for reference and guidance without being bound or limited by them.

Cash Bonuses

The Compensation Committee adopted, effective January 1, 2014, an Executive Officer Annual Cash Bonus Program, as amended on December 14, 2017 and March 15, 2018 (the “Bonus Program”), pursuant to which our executive officers may be entitled to cash bonus awards that constitute cash awards under our 2005 Incentive Plan, as amended and restated effective May 18, 2015 (the “2005 Incentive Plan”). The purpose of the Bonus Program is to attract, motivate, and retain capable executive management and other key personnel by providing incentives that are commensurate with prudent risk taking, that do not pose a threat to safety and soundness, and that seek to link compensation to our overall strategic goals. To determine a participant’s bonus award, the Compensation Committee may establish for a “program year” company-wide financial criteria, including the achievement of quantifiable financial metrics (e.g., EPS, ROA, loan growth, deposit growth, and efficiency ratio) and metric and/or nonmetric individual or department-wide performance goals. Following completion of a program year, the Compensation Committee determines the extent to which the financial criteria and performance goals for each participant have been achieved or exceeded and the amount of the bonus award to be paid. The Bonus Program sets forth factors the Compensation Committee should take into account in determining financial criteria and performance goals and the circumstances in which the results and bonus awards may be adjusted, taking into account safety and soundness and risk-management.

Equity Incentives

The 2005 Incentive Plan permits us to grant stock options, stock awards (including shares, RSUs, stock appreciation rights, stock units and other similar awards), and cash awards.

Equity awards under the 2005 Incentive Plan compensate eligible participants for their contributions to our business and encourage them to exert maximum efforts for our success by providing them with an opportunity to benefit from increases in the value of our common stock, thereby aligning the interests of the participants with those of our stockholders. As such, the awards serve as an incentive and reward for the achievement of our long-term business goals and a means to attract, motivate, and retain key personnel.

The Compensation Committee has authority to determine the number and type of equity awards for executive officers and other employees. Awards are generally based on a qualitative analysis of the individual’s performance and our overall performance and profitability, taking into account the factors discussed above under “Base Salaries” and “Cash Bonuses.” For general reference purposes only, the Compensation Committee also will consider the size of awards made in the past to each individual and also generally refer to the size of awards made at other banks and bank holding companies of comparable size and complexity. Consideration is also given to the estimated dilutive effect of such awards on our stockholders.

For the past several years, the equity incentive awards made by the Compensation Committee have been in the form of RSUs. For the executive officers, including the Named Executive Officers, other than any equity incentive awards awarded in connection with the Bonus Program, the vesting of

these RSUs has been based on performance, which currently consists of (1) EPS, (2) TSR compared to comparable banks, and (3) ROA as compared to comparable banks.

Awards generally have been made at Compensation Committee meetings where the intent to issue awards has been specified in advance of the actual meeting. Awards are also made on occasion during the year to newly hired or newly promoted officers or for special retention purposes. Such awards for new hires, promotions, and retention become effective on the date of approval of the award by the Compensation Committee. All awards are made at or above the fair market value of our common stock as quoted on the Nasdaq Global Select Market.

Retirement and Other Benefits

Bancorp’s primary retirement plan is the 401(k) Profit Sharing Plan, which is available to salaried employees of Cathay Bank who have completed one month of service and have attained the age of 21. Participants can contribute up to 75% of their eligible compensation for the year (subject to Internal Revenue Code limits). Cathay Bank matches 100% on the first 5% of eligible compensation contributed per pay period. For participants hired prior to October 1, 2021, the vesting schedule for the matching contribution is 0% for less than two years, 25% at the beginning of the third year and 100% vested after three years of service. For participants hired after October 1, 2021, the vesting schedule for the matching contribution is 0% for less than three years of service and 100% vested thereafter.

In addition, Cathay Bank maintains the Bank Employee Stock Ownership Plan Trust, under which a participant’s benefits consist of cash (or cash equivalents) and shares of our common stock allocated to the participant. We have not made any contributions since 2004, and do not expect to make any contributions in the future.

We also provide group life, health, dental, disability, and medical reimbursement plans that do not discriminate in scope, terms, or operation in favor of our executive officers and that are generally available to all salaried employees.

Our executive officers are eligible to participate in all of these plans on the same terms as other employees.

Perquisites and Other Personal Benefits

We provide our executive officers with perquisites and other personal benefits that the Board and the Compensation Committee believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain employees for key positions. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to the executive officers. Currently, these perquisites consist primarily of automobile expenses and club memberships. For 2024, the aggregate amount of perquisites and other personal benefits provided to our Named Executive Officers was less than $10,000 each, except for our Executive Chairman, Dunson K. Cheng.

Establishing Our Executive Compensation

Role of Compensation Committee

The Compensation Committee, which is comprised of independent directors, exercises oversight with respect to the compensation philosophy, policies, practices, and implementation for our executive officers and directors. For information relating to the composition and responsibilities of the Compensation Committee, see “Compensation Committee” under section “Board of Directors and Corporate Governance” above.

The Chief Executive Officer and the Compensation Committee review the performance of each executive officer (other than the Chief Executive Officer and the Executive Chairman). The conclusions reached and recommendations made based on these reviews, which include salary adjustments, cash bonuses and equity awards, are then taken into account by the Compensation Committee as it makes decisions about compensation of the executive officers. With respect to the Chief Executive Officer and the Executive Chairman, the Compensation Committee reviews and approves the corporate goals and objectives relevant to the Chief Executive Officer’s and Executive Chairman’s compensation, evaluates the Chief Executive Officer’s and Executive Chairman’s performance against those objectives, and approves the Chief Executive Officer’s and Executive Chairman’s compensation based on those evaluations. Neither the Chief Executive Officer nor the Executive Chairman participates in any deliberations or voting regarding his own compensation.

The Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel, or such other advisors to the Compensation Committee as it, in its sole discretion, deems necessary or advisable to assist it in carrying out its responsibilities. The Compensation Committee is responsible for the appointment, compensation, and oversight of the work of any such compensation consultant or other advisor. Before selecting an advisor or receiving advice, other than from our in-house counsel, the Compensation Committee makes inquiries and assesses the responses to determine whether there are any potential conflicts of interest. In making its determinations with respect to compensation, the Compensation Committee also has access to and seeks input from senior management, the Lead Independent Director, and other directors, as well as receiving administrative support and advice from the Chief Financial Officer, the General Counsel, the Director of Human Resources of Cathay Bank, the Chief Risk Officer of Cathay Bank, our senior risk officers, and representatives of other departments of Cathay Bank.

Compensation Consultant

The Compensation Committee has retained Frederic W. Cook & Co., Inc. (“FWC”) as its compensation consultant. FWC reports directly to the Compensation Committee. Management has not retained its own compensation consultant. The Compensation Committee has conducted an inquiry and assessment with respect to FWC, and determined that it is independent of management, provides no other services to us or to management, has in place policies and procedures designed to prevent conflicts of interest, and has no conflicts of interest in acting as a compensation consultant to the Compensation Committee.

As part of its engagement, FWC informs the Compensation Committee on practices and trends in executive compensation in the banking sector and current guidelines on executive compensation of proxy advisory firms, and provides compensation data with respect to comparable financial institutions. FWC has assisted the Compensation Committee in numerous areas, including (a) structuring our equity compensation program, (b) assessing whether our incentive compensation program will be commensurate with prudent risk-taking and links specific performance to the overall quality and sustainability of our performance and profitability, and (c) reviewing the CD&A in our proxy statements.

FWC was consulted by the Compensation Committee as to how annual and long-term incentives might be structured and, in particular, with respect to the design of the Bonus Program and of the performance-based RSUs that are awarded by the Compensation Committee. In awarding the performance-based RSUs, the Compensation Committee also consulted with FWC as to the tax and accounting treatment of the units compared to other forms of equity awards, the vesting provisions in the case of events such as death, disability, retirement, and change in control, and the range and scope of clawbacks. The amounts of the cash bonus and RSU awards were ultimately determined by the Compensation Committee.

Peer Group

As part of its engagement, FWC has advised the Compensation Committee in its selection of a group of peer companies (“Peer Group”) for purposes of assessing the competitiveness of executive compensation and performance. In the fall of 2023, FWC reviewed the peer group adopted in 2022 and recommended adding Eastern Bancshares and removing Umpqua Holding Company after its acquisition by Columbia Banking (which was retained in the peer group). The Compensation Committee accepted FWC’s recommendation.

As of December 31, 2024, total assets for the Peer Group ranged from $11.6 billion to $80.1 billion, and market capitalization ranged from $1.3 billion to $13.3 billion. By comparison, our total assets were $23.1 billion, and our market capitalization was $3.3 billion, which placed us at the 37^th and 53^rd percentiles, respectively, compared to the Peer Group (percentile rankings exclude PacWest who was acquired in 2023). The Peer Group consisted of the following 18 companies:

●   Associated Banc-Corp

●   Bank of Hawaii Corporation

●   Berkshire Hills Bancorp

●   Columbia Banking

●   CVB Financial Corp.

●   East West Bancorp, Inc.

●   Eastern Bancshares

●   First Financial Bancorp

●   First Hawaiian, Inc.

●   Hope Bancorp, Inc.

●   Independent Bank Corp.

●   Pacific Premier Bancorp, Inc.

●   PacWest Bancorp

Annual Base Salary

Annual Base Salary

Our Compensation Committee meets on an annual basis with our Chief Financial Officer, our senior risk officers, namely the Chief Risk Officer of Cathay Bank, Director of Human Resources of Cathay Bank, and our General Counsel, to review our compensation plans and evaluate the risks, both long-term and short-term, that we face. We conduct a regular review of the business units to identify and examine risks that may be posed to us and our safety and soundness. As set forth in its charter, the Compensation Committee monitors the performance and regularly reviews the design and function of our incentive compensation plans and arrangements to ensure that they do not encourage our executive officers to take any unnecessary or excessive risks that threaten our value, to identify features that could pose risks to us and limit those features to ensure that we are not unnecessarily exposed to risks, and to eliminate any features that would encourage the manipulation of our reported earnings to enhance the compensation of any employee. Among the matters considered are the balance between base and incentive compensation, between cash and equity compensation, and between service-based and performance-based compensation; whether performance goals are realistic and the maximum payout opportunities are reasonable; and whether awards are subject to a clawback. More specifically, in consultation with the senior risk officers, the Compensation Committee determines whether the amounts of the base salaries, the short-term cash bonuses and the LTI awards, both performance-based and time-based, for our executive officers appropriately balance risk and reward and do not encourage taking unnecessary and excessive risks or encourage manipulation of reported earnings.

Additional Information Relating to

Executive Compensation

Ownership Guidelines

Our Corporate Governance Guidelines provide that our Chief Executive Officer shall hold shares of our common stock with a value equal to three times the amount of his or her annual base salary. We do not require any other officer to maintain a minimum ownership interest in our stock. We believe our stock ownership requirements for the Chief Executive Officer, as well as our directors, further align the interests of the Chief Executive Officer and our directors with those of our stockholders by requiring them to hold substantial equity in Bancorp. Until the stock ownership requirements are met, the Chief Executive Officer may not sell, assign, transfer, or pledge any of our common stock. Unearned performance shares and options do not count towards ownership requirements.

Compensation Recovery Policy

A compensation recovery policy (or “clawback”) generally provides that bonuses or other incentive compensation awards are subject to forfeiture and recovery if such payments or awards were made based on materially inaccurate financial statements.

In September 2023, the Company adopted a clawback policy that requires repayment of incentive compensation paid to current and former executive officers under certain circumstances in connection with accounting restatements of financial results. In general, the clawback policy requires the repayment of amounts received in the three years preceding a

restatement to the extent a lesser amount would have been received if incentive compensation had been determined based on the restated financial results.

Employment Agreements

With the exception of the Change of Control Employment Agreements described in the next section, we have no employment agreement with any of the Named Executive Officers, with the exception of our chief executive officer, Mr. Liu. For a description of our employment agreements with our chief executive officer, please see the section below entitled “Remuneration of Executive Officers–Employment Agreement.”

Change of Control Agreements

The Board desires to promote stability and continuity of senior management and to help align their interests with those of our stockholders in the event of a change in control or potential change in control of Bancorp. Accordingly, we have entered into Control Agreements (defined below under “Potential Payments Upon Termination or Change in Control — Change of Control Employment Agreements”) with our executive officers and Executive Vice Presidents of Cathay Bank. We believe that these agreements help to ensure that our key officers will remain fully engaged during a change in control or potential change in control. The Control Agreements provide for enhanced severance benefits in the event of a voluntary termination of employment for “good reason” or involuntary termination other than for “cause” following a “change in control.” Based on a review of information generally available to the public and the advice of outside legal counsel, the Board determined that these arrangements were competitive and reasonable. The Control Agreements do not influence our decisions surrounding the Named Executive Officer’s cash and equity compensation. For a more detailed discussion of the severance benefits, the events that would trigger payment of severance benefits and the Control Agreements in general, see “Potential Payments Upon Termination or Change in Control” below.

Response to 2024 Vote on Executive Compensation

The Board has been annually submitting to our stockholders a proposal to approve, on an advisory (nonbinding) basis, our executive compensation. At the 2024 annual meeting of stockholders, 94.22% of the votes cast were in favor of approving this proposal. The Compensation Committee was aware of and considered the results of the advisory vote on executive compensation and has construed this favorable vote of stockholders as supporting its executive compensation decisions and policies.

Insider Trading Policy

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. Our insider trading policy states, among other things, that our directors, officers, and employees are prohibited from trading in such securities while in possession of material, nonpublic information. The foregoing

summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy, filed as an exhibit to our Annual Report on Form 10-K.

Pledging and Hedging Policy

The Board has adopted a policy that prohibits, unless advance approval has been obtained from the Board, all directors and executive officers (including the Named Executive Officers) from holding our securities in a margin account or otherwise pledging or hypothecating our securities as collateral for a loan, entering into hedging or monetization transactions or similar arrangements with respect to our securities, or engaging in certain other speculative trading in our securities. No such requests have been made and consequently no such approvals have been granted.

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation paid in excess of $1 million to “covered employees” as defined under Section 162(m) (generally, such company’s chief executive officer, its chief financial officer and its three other highest paid executive officers). The Compensation Committee takes into account the tax and accounting implications (including the deduction limits of Section 162(m)) when making compensation decisions but necessarily reserves its right to make compensation decisions based on other factors as well if the Compensation Committee determines it is in the best interests of the Company to do so.

Nonqualified Deferred Compensation

We do not have a deferred compensation program, and we have no current plans to implement such a program. However, we do have two deferred compensation arrangements with Dunson K. Cheng. For details regarding these deferral arrangements, see “Nonqualified Deferred Compensation” below.

Stock-Based Compensation

Restricted stock and RSUs, separately or in combination, serve to reward and retain executive officers through shares valued at the current price on the date the restriction lapses, which awards may be subject to both service- and performance-based conditions. Awarding restricted stock and RSUs also permits us to issue fewer shares, thereby reducing potential stockholder dilution. We believe that restricted stock and RSUs provide a motivating form of incentive compensation

and serve our objectives of incentivizing our executive officers to focus on delivering long-term value to our stockholders.

Compensation Committee Interlocks and Insider Participation

Except as disclosed under “Policies and Procedures Regarding Related Party Transactions – Office Lease”, no person who was a member of the Compensation Committee during 2024 had any relationships requiring disclosure.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the foregoing CD&A and based on such review and discussion, has recommended to the Board that the CD&A be included in this proxy statement and incorporated by reference into Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2024.

Compensation Committee

Richard Sun (Chairman)

Maan-Huei Hung

Joseph C.H. Poon

Shally Wang

Elizabeth Woo

^*/

Kim R. Bingham retired as Executive Vice President and Chief Risk Officer of Cathay Bank on January 21, 2025 and departed from Cathay Bank effective April 1, 2025.

^1/

Include amounts deferred by Named Executive Officers under the 401(k) Profit Sharing Plan.

^2/

The amounts shown are not cash compensation received by the Named Executive Officer and may not correspond to the actual value that could be realized by the Named Executive Officer. Instead, the amounts represent the fair value of RSUs computed for the corresponding fiscal year, in accordance with FASB ASC Topic 718, valued based on the closing price of our common stock on the date of the grant.

^3/

The amounts in this column consist of employer contributions under the 401(k) Profit Sharing Plan. Perquisites and other personal benefits, or property, are excluded if the aggregate amount was less than $10,000. Group life insurance, health insurance, and long-term disability insurance premiums are also excluded because such premiums are pursuant to a plan that does not favor executive officers or directors and is generally available to all salaried employees.

^4/

This amount consists of interest paid on deferred compensation that is considered above-market under the regulations of the SEC. For a discussion of the deferral arrangements, see “Nonqualified Deferred Compensation” below.

^5/

This amount consists of $17,250 in employer contributions under the 401(k) Profit Sharing Plan, $2,384 in automobile-related benefits, and $12,599 in club memberships.

Estimated possible payouts
under non-equity
incentive
plan awards ^1/ 

Estimated future payouts
under equity
incentive
plan awards ^2/ 

All other
stock
awards:
Number
of shares
of stock
or units
(#) 

Grant
date fair
value
of stock
awards ^3/
($)

Threshold
($) 

Target
($) 

Maximum
($) 

Threshold
(#)

Target
(#)

Maximum
(#)

Chang M. Liu

06/28/2024

—

—

—

6,253

12,506

18,759

—

475,478

06/28/2024

—

—

—

6,303

12,606

18,909

—

475,498

06/28/2024

—

—

—

12,606

25,212

37,818

—

950,997

—

475,500

951,000

1,426,500

—   

—   

—   

—

  —   

Heng W. Chen

06/28/2024

—

—

—

2,006

4,011

6,014

—

152,498

06/28/2024

—

—

—

2,021

4,042

6,063

—

152,464

06/28/2024

—

—

—

4,043

8,085

12,128

—

304,966

—

214,125

428,250

642,375

—   

—   

—   

—

—   

Dunson K. Cheng

06/28/2024

—

—

—

4,498

8,995

13,493

—

341,990

06/28/2024

—

—

—

4,533

9,066

13,599

—

341,970

06/28/2024

—

—

—

9,067

18,133

27,200

—

683,977

—

300,000

600,000

900,000

—   

—   

—   

—

—   

Kim R. Bingham

06/28/2024

—

—

—

1,239

2,478

3,717

—

94,214

06/28/2024

—

—

—

1,249

2,498

3,747

—

94,225

06/28/2024

—

—

—

2,499

4,997

7,496

—

188,487

—

149,100

298,200

447,300

—   

—   

—

—

—   

Albert Sun

06/28/2024

—

—

—

1,092

2,183

3,275

—

82,998

06/28/2024

—

—

—

1,100

2,200

3,300

—

82,984

06/28/2024

—

—

—

2,200

4,400

6,600

—

165,968

—

131,250

262,500

393,750

—   

—   

—   

—

—   

^1/

The amounts in the “Threshold,” “Target,” and “Maximum” columns represent the possible cash bonus amounts related to each Named Executive Officer’s base salary that he could be awarded under the Bonus Program depending upon the achievement of certain performance criteria. For further information, see “Compensation Decisions for Named Executive Officers–Bonuses” above. The actual amounts paid to the other Named Executive Officers for 2024 are shown in the “Non-equity incentive plan compensation” column of the “Summary Compensation Table” above.

^2/

Unless otherwise stated, stock awards consist of performance-based RSUs. For further discussion, see “Compensation Decisions for Named Executive Officers–Equity Incentives” above. Each stock unit represents the contingent right to receive one share of common stock upon vesting. The number of RSUs that are vested depends upon the achievement of certain performance criteria on the vesting date, are subject to continued employment, with an exception for earlier vesting upon death, disability or retirement or a change in control. The number of RSUs that are earned can be from 0% to 150% of the target award, depending upon the achievement of certain performance criteria.

^3/

Grant date fair value is based on the closing price of our common stock on the date of the grant. The estimated value of the performance-based RSUs at the grant date is based on the projected performance at the grant date showing a payout of 100% of the target number of performance-based restricted stock units. For the awards based on TSR, the fair value is computed pursuant to a Monte Carlo simulation method.

^*/

The value equals the closing price of our common stock on the last business day of our most recently completed fiscal year, multiplied by the number of shares underlying the award.

^1/

Each RSU represents the contingent right to receive one share of common stock upon vesting. The number of RSUs that are earned can be from 0% of the target award up to 150% of the target award, depending upon the achievement of certain performance criteria. Amounts reported here reflect an assumed target (100%) level of achievement of the performance goals. These RSUs are scheduled to vest in a single installment on December 31, 2024, subject to continued employment, but may vest to some extent earlier in the event of any retirement after December 31, 2023, death, disability, or a change in control, with the number of units earned being based on the achievement of certain performance criteria. Also includes the value of dividend equivalents accrued through December 31, 2024.

^2/

Each RSU represents the contingent right to receive one share of common stock upon vesting. The number of RSUs that are earned can be from 0% of the target award up to 150% of the target award, depending upon the achievement of certain performance criteria. Amounts reported here reflect an assumed target (100%) level of achievement of the performance goals. These RSUs are scheduled to vest in a single installment on December 31, 2025, subject to continued employment, but may vest to some extent earlier in the event of any retirement after December 31, 2024, death, disability, or a change in control, with the number of units earned being based on the achievement of certain performance criteria. Also includes the value of dividend equivalents accrued through December 31, 2024.

^3/

Each RSU represents the contingent right to receive one share of common stock upon vesting. The number of RSUs that are earned can be from 0% of the target award up to 150% of the target award, depending upon the achievement of certain performance criteria. Amounts reported here reflect an assumed target (100%) level of achievement of the performance goals. These RSUs are scheduled to vest in a single installment on December 31, 2026, subject to continued employment, but may vest to some extent earlier in the event of any retirement after December 31, 2025, death, disability, or a change in control, with the number of units earned being based on the achievement of certain performance criteria. Also includes the value of dividend equivalents accrued through December 31, 2024.

^4/

Each RSU represents the contingent right to receive one share of common stock upon vesting. These RSUs are scheduled to vest on September 25, 2026, or earlier in the event of death, disability, retirement, or a change in control.

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/ 

Chang. M. Liu

—

—

48,736

$ 2,086,876

Heng W. Chen

—

—

16,434

$    703,704

Dunson K. Cheng

—

—

45,932

$ 1,966,808

Kim R. Bingham

—

—

10,166

$    435,308

Albert Sun

—

—

—

—

^1/

The value realized equals the closing price of our common stock on the settlement date, multiplied by the number of shares that vested.

Pension Benefits

Our Named Executive Officers did not receive any benefits during 2024 under any defined contribution plan other than the 401(k) Profit Sharing Plan. We do not have any defined benefit plans.

Employment Agreement

Chang M. Liu

The Company and Cathay Bank entered into an employment agreement, dated as of July 16, 2020, with Mr. Liu in connection with his appointment as President and Chief Executive Officer. The initial term of Mr. Liu’s employment began on October 1, 2020 and continued through September 30, 2023, unless earlier terminated thereunder. Thereafter, his employment agreement automatically renews for subsequent one-year periods, unless a party provides notice of non-renewal to the other party at least 90 days before the end of the then-current term, or unless earlier terminated in accordance with his employment agreement. The current renewal term under his employment agreement runs through September 30, 2025.

If, however, a “Change of Control” (as defined in the Change of Control Employment Agreement, dated as of July 16, 2020, entered into by the Company, Cathay Bank and Mr. Liu contemporaneously with his employment agreement (the “Liu Control Agreement”)) occurs during his employment term, his employment agreement will terminate and Mr. Liu’s employment will be governed exclusively by the Liu Control Agreement.

During his employment period, Mr. Liu earns a base salary approved by the Compensation Committee and may be eligible to receive an annual bonus at the discretion of our Compensation Committee. Mr. Liu is eligible to participate in all welfare benefit plans (health, dental, life, etc.), vacation, fringe

benefits and perquisites provided to other similarly situated executive officers. All compensation payable under his employment agreement is subject to deductions and clawbacks as may be required by law or regulation.

Mr. Liu’s employment agreement includes customary employee and customer non-solicitation, confidentiality and non-disparagement clauses, for the applicable period and subject to the limitations and other applicable provisions set forth therein.

The Company may terminate Mr. Liu’s employment with or without “Cause” as defined in his employment agreement. Mr. Liu may terminate his employment with or without “Good Reason” as defined in his employment agreement. If the Company terminates with Cause or Mr. Liu resigns without Good Reason, then Mr. Liu will receive (i) any unpaid base salary through date of termination; (ii) any accrued but unused vacation pay; (iii) rights to elect continuation coverage under the Consolidated Omnibus Budget ‎Reconciliation Act of 1985 (“COBRA”); (iv) payment of any unreimbursed qualified business expenses; and (v) any earned but unpaid bonuses (collectively, the “Accrued Rights”).

If the Company terminates without Cause or Mr. Liu resigns for Good Reason, Mr. Liu will be entitled to receive, in addition to the Accrued Rights, a severance payment equivalent to 18 months of Mr. Liu’s base salary at the time of separation, plus the equivalent of 18 months of Company-paid COBRA benefits. All severance is subject to Mr. Liu signing and not revoking the release agreement in substantially the form attached to his employment agreement. As of December 31, 2024, the amount of these benefits would have been $1,426,986.

The Company, Cathay Bank and Mr. Liu entered into the Liu Control Agreement contemporaneously with the execution and delivery of his employment agreement. For a description of the