DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant

☑

Filed by a Party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule

14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to

§240.14a-12

HANMI FINANCIAL CORPORATION

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

☑	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

A MESSAGE TO OUR STOCKHOLDERS

Dear Fellow Stockholders,

Thank you for your continued investment in Hanmi Financial Corporation. On behalf of the Board of Directors and the management team, we are pleased to invite you to attend the 2024 Annual Meeting of Stockholders, which will be held virtually on Wednesday, May 22, 2024 at 10:30 a.m., Pacific Time.

Consistent Execution to Strategy

We started 2023 with optimism as we set out to continue executing our proven strategy of diversifying our loan portfolio and deposit franchise, and kept our focus on our strategic growth initiatives. Despite a challenging environment, we finished the year with positive momentum, delivering solid results and building a strong foundation for 2024. We did this by concentrating on what we do best: strengthening and expanding our customer relationships by providing the products and services they need in this ever-changing world. This core relationship banking model has been our legacy for more than four decades and it continues to be a winning strategy today.

As last year unfolded, our industry faced some notable challenges and the macro environment remained uncertain. Navigating challenging environments is not new to the Hanmi team. In fact, we have a strong track record of bringing together the expertise and focus needed to find the right path forward to deliver solutions our customers need and results our shareholders expect. This disciplined approach was in full force last year as we provided our customers with much needed support while continuing to advance our growth objectives in a safe and sound manner.

2023 Performance Highlights

As a result of our team’s dedication and focus, we closed out 2023 with a robust core deposit franchise, healthy loan pipelines, excellent credit quality and a strong capital position. The impact of higher interest rates resulted in net interest margin compression as the shift of deposits to interest-bearing accounts continued. We exercised disciplined expense management throughout the year, partially offsetting inflationary pressure on salaries and benefits with cost savings in other categories. Key highlights include:

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Net income of $80 million, or $2.62 per diluted share.

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Overall loan growth of 3.6%, reflecting the impact of higher interest rates and economic uncertainty.

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Deposits grew by 1.8%, with a healthy mix of noninterest-bearing deposits at 32% of total deposits in a very competitive market environment. This continues to reflect the loyal banking relationships we have built over the years.

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Asset quality remained strong as we continued our focus on high-quality loans, disciplined underwriting, and vigilant credit administration practices.

Advancing Our Strategic Growth Initiatives

We continue to make meaningful progress in diversifying and expanding our loan portfolio and deposit franchise – the centerpiece of our growth strategy. Our diversified lending capabilities enabled us to grow our residential mortgage portfolio by 31% for the year, despite higher market interest rates, and we have also reduced our commercial real estate loan portfolio to 62.8% of total loans, down from 70% at the beginning of 2020. We remain committed to pursuing high-quality transactions that meet our disciplined underwriting standards and provide attractive yields in the current rate environment.

Our Corporate Korea Initiative is a key competitive advantage for Hanmi and we believe it will be a significant growth driver for many years to come. Our success begins with our team of talented bankers who understand the financial needs and culture of our Corporate Korea clients, which are South Korea-based companies doing business in or expanding their operations into the U.S. We can establish our banking relationship with a one-stop, full-service onboarding package even before they open their offices here. Our

strong online banking services, treasury management platform, and ability to deliver effective financing solutions with speed and in-language customer service continue to set Hanmi apart from our peers.

We also continue to develop our Small Business Administration (SBA) loan portfolio, which is a promising long-term opportunity for Hanmi. We originated $150 million in SBA loans last year and anticipate double-digit growth in 2024. We have added top banking and marketing talent to this team, and they are making strong inroads with small businesses across our markets.

Optimizing our branch network is an important part of our diversification strategy. Late last year, we celebrated the opening of two new branches – Dublin, California, and Fort Lee, New Jersey – that are off to a great start. Looking ahead, we will continue to evaluate our branch network for consolidation, relocation, and growth opportunities.

Strengthening our Team and Technology Infrastructure for Future Growth

Our team members are the backbone of Hanmi’s success. Their dedication, expertise, and passion are the driving forces behind our achievements. From delivering exceptional customer service to creating innovative products and services, our team members embody our core values and propel us toward our goals. Working together through good times and challenging times, we have grown from humble beginnings as the first Korean American bank to a full-service financial institution with $7.6 billion in assets, serving multi-ethnic communities through our network of full-service branches and loan production offices across nine states, coast-to-coast. Hanmi is well positioned to serve a growing customer base by deepening ties with existing customers while building new relationships across our markets and business lines.

We continue to invest in robust training and development programs to help our employees achieve their career goals and build deep bench strength at all levels of the organization. By prioritizing the development of our team members, we also strengthen employee retention, which is key in today’s competitive labor market. In addition to preparing our workforce for continued growth, we are executing targeted initiatives to transform, modernize, and simplify Hanmi’s technology ecosystem to improve customer experience, support growth, enhance productivity, and reduce costs.

Creating Shareholder Value by Building on our Legacy of Trust

From our earliest days, Hanmi teams have forged deep ties with the communities they served. Today, we continue to build on that legacy as we expand into new markets and customer segments to deliver attractive returns on your investment, which remains a top priority for all of us at Hanmi.

In 2023, Hanmi identified and responded to our community’s needs by: originating over 300 small business and community development loans totaling nearly $160 million; continuing to deliver on our $7.5 billion long-term commitment to the Community Reinvestment Act fund; volunteering more than 2,000 hours for financial literacy and technical assistance to organizations across our footprint; and donating over $520,000 to local nonprofit partners.

As we look ahead to 2024, we will continue to demonstrate that we have the right strategy and the right culture to successfully navigate ongoing uncertainty and seize exciting opportunities in the future. With a strong financial position and capital levels that exceed all regulatory requirements for well-capitalized banks, we have the flexibility to invest in strategic opportunities when they arise. We will continue to utilize the core relationship banking model that has served us so well to grow our bank in pursuit of our vision to be the leading nationwide community bank.

In closing, we want to extend our deepest gratitude for your continued support and investment. We kindly request your support for our voting recommendations and we invite you to share your perspectives with us throughout the year.


Sincerely,
John J. Ahn						Bonita I. Lee
Chairman of the Board						President and Chief Executive Officer

LOGO

HANMI FINANCIAL CORPORATION

900 Wilshire Boulevard, Suite 1250

Los Angeles, California 90017

(213) 382-2200

NOTICE OF ANNUAL MEETING OF

STOCKHOLDERS TO BE HELD ON MAY 22, 2024

TO THE STOCKHOLDERS OF HANMI FINANCIAL CORPORATION:

NOTICE IS HEREBY GIVEN that the 2024 annual meeting of stockholders (the “Annual Meeting”) of Hanmi Financial Corporation (“Hanmi,” the “Company,” “we,” “us” or “our”) will be held virtually, via live webcast, on Wednesday, May 22, 2023 at 10:30 a.m., Pacific Time, for the following purposes:

To elect ten (10) directors to serve for terms expiring at the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified;

To provide a non-binding advisory vote to approve the compensation of our Named Executive Officers (“Say-on-Pay” vote);

To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

To consider any other business properly brought before the meeting.

Please note that this year’s meeting will be virtual. You will not be able to attend the Annual Meeting in person. A live webcast of the Annual Meeting will be available. Registration is required online at www.proxydocs.com/HAFC. Whether or not you plan to attend virtually, your vote is important and we encourage you to vote promptly by mail, telephone or via the Internet. If you attend the Annual Meeting virtually, you may vote online during the Annual Meeting.

By Order of Our Board of Directors,

LOGO

John J. Ahn

Chairman of the Board

Los Angeles, California

April 12, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 22, 2024:

This Proxy Statement and the 2023 Annual Report on Form 10-K are available electronically at

www.hanmi.com by clicking on “Investor Relations” and then “Proxy Materials.”

VIRTUAL ANNUAL MEETING

The Annual Meeting will be held in a virtual-only meeting format, via live webcast that will provide stockholders of record and beneficial owners as of the close of business on March 28, 2024, the record date, with the ability to participate in the Annual Meeting, vote their shares electronically at the Annual Meeting via the virtual-only meeting platform, and submit questions.

BENEFITS OF A VIRTUAL ANNUAL MEETING

The virtual-only meeting format will give stockholders the opportunity to exercise the same rights as if they had attended an in-person meeting and we believe that these measures will enhance stockholder access and encourage participation and communication with our Board of Directors and management.

We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully and equally, and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location.

ATTENDANCE AT THE VIRTUAL ANNUAL MEETING

Only stockholders of record and beneficial owners of shares of our common stock as of the close of business on March 28, 2024, the record date, may attend and participate in the Annual Meeting, including voting and asking questions during the virtual Annual Meeting. You will not be able to attend the Annual Meeting physically in person.

In order to attend the Annual Meeting, you must register at www.proxydocs.com/HAFC. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you to access the Annual Meeting and to vote and submit questions during the Annual Meeting.

As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.

On May 22, 2024, the day of the Annual Meeting, stockholders may begin to log in to the live webcast 15 minutes prior to the Annual Meeting. The Annual Meeting will begin promptly at 10:30 a.m., Pacific Time.

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the live webcast, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instructional email.

QUESTIONS AT THE VIRTUAL ANNUAL MEETING

Our virtual Annual Meeting will allow stockholders to submit questions before the live webcast, to be addressed during a designated question and answer period at the Annual Meeting. We will answer as many stockholder-submitted questions as time permits, and any questions that we are unable to address during the Annual Meeting will be answered following the meeting, with the exception of any questions that are irrelevant to the purpose of the Annual Meeting or our business, or that contain inappropriate or derogatory references that are not in good taste. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

PLEASE NOTE YOU WILL NOT BE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON.

TABLE OF CONTENTS



PROXY STATEMENT SUMMARY			1

Matters to be Considered and Vote Recommendation			1

Questions and Answers About These Proxy Materials and the Annual Meeting			2

CORPORATE GOVERNANCE AND BOARD MATTERS			5

Corporate Governance			5

Director Independence			5

Board Meetings and Committees			6

Board Leadership Structure			8

Board’s Role in Risk Oversight			8

Consideration of Director Nominees			9

Communications with the Board			12

Director Compensation			12

Non-Employee Director Compensation Policy			12

Director Stock Ownership Guidelines			13

PROPOSAL NO. 1 ELECTION OF DIRECTORS			14

Board of Directors and Nominees			14

EXECUTIVE OFFICERS			19

EXECUTIVE COMPENSATION			21

Compensation Discussion and Analysis			21

Tax Deductibility of Executive Officer Compensation			37

Compensation and Human Resources Committee Report			37

Summary Compensation Table			38

Grants of Plan-Based Awards			39

Employment Agreements			40

Outstanding Equity Awards at Fiscal Year End			42

Option Exercises and Stock Vested			43

Potential Payments upon Termination of Employment or Change in Control			43

CEO Pay Ratio			47

Pay versus Performance			48



PROPOSAL NO. 2 NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (“SAY-ON-PAY” VOTE)			53

Voting and Effect of Vote			53

Board Recommendation			53

PROPOSAL NO. 3 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			54

Voting and Effect of Vote			54

Board Recommendation			54

AUDIT AND NON-AUDIT FEES			55

Fee Information			55

Audit Committee Pre-Approval Policies and Procedures			55

AUDIT COMMITTEE REPORT			56

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			57

Review, Approval or Ratification of Transactions with Related Persons			57

Transactions with Related Persons			57

BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT			58

Ownership of Securities			58

Delinquent Section 16(a) Reports			59

OTHER MATTERS			60

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SEC Form DEF 14A filed by Hanmi Financial Corporation