HOPE BANCORP, INC. (NASDAQ:HOPE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers.
Inc. (the Company) and its wholly-owned subsidiary, Bank of Hope
(the Bank) approved the appointment, effective May 15, 2017, of
David Malone, age 66, to the position of Senior Executive Vice
President and Chief Operating Officer of the Bank. Prior to this
appointment, Mr. Malone served as a member of the board of
directors of the Company and the Bank since May 20, 2014, serving
as the Chairman of the Board of the Bank from June 26, 2014 until
the consummation of the merger of Wilshire Bancorp, Inc. with and
into BBCN Bancorp, Inc. and Wilshire Bank with and into BBCN
Bank. Before joining BBCN Bancorp and BBCN Bank, Mr. Malone
completed a15-year tenure at Community Bank in Pasadena,
California, where he served as Chairman of the Board in 2013,
President and Chief Executive Officer from 2008 to 2013, and
Chief Operating Officer and Chief Financial Officer from 1998 to
2008. Mr. Malone does not have any family relationships, and is
not involved in any related party transactions that are required
to be disclosed herein to applicable SEC statutes, rules or
regulations. In his capacity as Senior Executive Vice President
and Chief Operating Officer of the Bank, Mr. Malone will receive
an annual salary of $450,000, will be eligible to receive an
annual cash bonus in the discretion of the Human Resources and
Compensation Committee of the board of directors of the Company
(the Committee), will be entitled to four (4) weeks of paid
vacation per calendar year, as well as perquisites and benefit
plans available to other executive employees of the Company, and
reimbursement of reasonable business-related expenses. A copy of
the April 28, 2017 press release announcing Mr. Malones
appointment is furnished herewith as Exhibit 99.1.
Amended and Restated Employment Agreement (the Agreement),
effective as of April 1, 2017, with Mr. Kevin S. Kim with respect
to his service as the Chief Executive Officer and President of
both the Company and the Bank. The agreement replaces Mr. Kims
existing employment agreement entered into with the Company on
July 11, 2014.
President of the Company and the Bank during the term of the
Agreement and will report in such capacities to the boards of
directors of the Company and the Bank, respectively. Mr. Kim has
agreed that he will serve as a director of the Company and the
Bank during the term of the Agreement and the Company has agreed
that it will use all reasonable efforts to cause Mr. Kim to be
nominated for reelection as a director during such term. The
Agreement has an initial term of five years, commencing as of
April 1, 2017 (the Commencement Date), which term is subject to
annual twelve-month extensions unless the Company or Mr. Kim
gives a notice of non-renewal to the other not less than 60 days
prior to the end of the initial term or the relevant renewal
term, and provided that the term may not be extended beyond March
31, 2024. The Agreement specifies that Mr. Kims employment is to
be at will, meaning that either he or the Company may terminate
his employment, in the case of the Company, effective immediately
for Cause or effective following thirty (30) days prior written
notice without Cause, and in the case of Mr. Kim, on 90 days
prior written notice, given at any time, and with or without any
specified reason. The Agreement provides for certain payments to
Mr. Kim, described below, upon termination of his employment.
$840,000 per year, which is referred to as his Annual Base
Salary. The initial annual rate of salary may be adjusted at the
discretion of the Companys board of directors based on annual
reviews required by the Agreement. Any such adjusted annual rate
of salary will thereafter be Mr. Kims Annual Base Salary. The
Agreement also provides for annual cash bonuses, which may be
based on individual and/or Company-related performance
objectives, each of which shall be determined in good faith by
the Committee of the Companys board of directors. The annual
target bonus opportunity will equal seventy-five percent (75%) of
Mr. Kims Annual Base Salary in effect when the bonus terms for
any given year are approved, and the actual annual bonus earned
may be greater or less than the target bonus opportunity
depending on the level of achievement of the goals set by the
Committee. Mr. Kim must receive at least an Acceptable overall
rating in his annual evaluation to be entitled to payment of any
annual bonus for the year in question. In addition, Mr. Kim will
be entitled to four (4) weeks of paid vacation per calendar year,
the exclusive use of an automobile of such type and quality as
the Companys board deems reasonable, reimbursement of the cost of
monthly membership fees and dues at a specified social club and a
specified country club, perquisites and benefit plans available
to other executive employees of the Company, and reimbursement of
reasonable business-related expenses.
based incentive awards with aggregate grant date fair values
equal to at least one hundred and twenty-five percent (125%) of
Mr. Kims Annual Base Salary in effect when the equity awards are
granted. The forms and terms of the equity awards will be
determined by the Committee. The Agreement acknowledges that the
Company previously adopted and implemented a Long Term Incentive
Plan for Mr. Kim. The Agreement further provides that if the
Company adopts and implements a supplemental executive retirement
plan (SERP) during the term of the Agreement, the Company may, in
its discretion, adopt and implement a SERP for Mr. Kim.
employment for any reason he will be entitled to receive, to the
extent not previously paid, all salary earned or accrued through
the date of termination, all annual bonuses earned for calendar
for reasonable and necessary business expenses incurred by him
through the date of termination and any other payments and
benefits to which he is entitled under applicable compensation
arrangements or benefit plans, such as accrued vacation pay, but
not including any severance payment provided for in the Companys
severance policies applicable to its salaried employees
generally. In addition, if Mr. Kims employment has not been
terminated by the Company for Cause or by Mr. Kim without Good
Reason (as both terms are defined in the Agreement), Mr. Kim
shall be paid an amount equal to a pro rata portion of his annual
bonus for the portion of the year completed up to the effective
date of his termination, which pro rata portion will be based on
actual performance through the entire year and calculated as if
Mr. Kim had remained employed. The foregoing amounts are
collectively referred to in the Agreement as the Accrued
Benefits.
or by Mr. Kim with Good Reason before a Change in Control of the
Company (as defined in the Agreement), he will be entitled to
receive, in addition to the Accrued Benefits, severance pay equal
to one hundred and fifty percent (150%) of his then current
Annual Base Salary payable in a lump-sum within thirty (30) days
after the termination date. In addition, all unvested awards
granted to Mr. Kim to the Equity Incentive Plan as provided in
the Agreement or otherwise will vest; provided that all awards
intended to qualify as performance-based compensation for
purposes of Internal Revenue Code Section 162(m) shall remain
subject to the applicable performance conditions and will vest
only to the extent the performance conditions are satisfied. If
the Company has adopted a SERP for Mr. Kim, all amounts and other
benefits provided to Mr. Kim under the SERP that have accrued as
of the date immediately preceding the date of his termination,
are subject only to time-based vesting requirements as of the
date immediately preceding the date of termination, and are
unvested as of that date will automatically become fully vested.
Cause or by Mr. Kim with Good Reason occurs within one year after
a Change in Control of the Company, Mr. Kim will be entitled to
receive the foregoing amounts and benefits, except that the
severance payment will be equal to two hundred and fifty percent
(250%) of his then current Annual Base Salary.
will be subject to certain limitations intended to result in such
payments not being subject to the penalties imposed on golden
parachute payments or on certain nonqualified deferred
compensation to the Internal Revenue Code. In addition, Mr. Kims
entitlement to such amounts will be subject to the requirement
that he execute a release of all claims against the Company, the
Bank and certain related persons arising out of or relating to
his employment, the Agreement, his compensation, the
circumstances of his termination and other specified matters. The
release document also includes a release of certain types of
claims by the Company and includes exceptions for certain types
of claims that may be made by Mr. Kim, including but not limited
to claims for indemnification with respect to his acts as an
officer or director of the Company, and retirement or other
benefit plan entitlements. Furthermore, certain golden parachute
and indemnification payments to be made to Mr. Kim to the
Agreement or otherwise are subject to and conditioned upon
compliance with 12 U.S.C. Section 1828(k) and any regulations
promulgated thereunder, including 12 C.F.R. Part 359. Finally,
the Company is entitled to offset against any severance payable
to Mr. Kim any undisputed amounts owed to the Company by Mr. Kim;
provided that no amount that constitutes nonqualified deferred
compensation within the meaning of Section 409A of the Internal
Revenue Code may be subject to offset by any other amount unless
otherwise permitted by Section 409A.
discretion and approval of the boards of directors of the Company
and the Bank, as applicable, and to the extent permitted by
governing law, require the reimbursement (with interest) or
cancellation of any bonus or other incentive compensation,
including stock-based compensation, awarded to Mr. Kim if all of
the following factors are present: (a) the award was predicated
upon achievement of financial results that were subsequently the
subject of a material restatement, (b) the board of directors of
the Company or the Bank, as applicable, determines the Mr. Kim
has engaged in fraud or intentional misconduct that was a
substantial contributing cause to the need for the restatement,
and (c) a lower award would have been made to Mr. Kim based upon
the restated financial results. The Agreement further provides
that in no event shall the total compensation paid upon departure
of Mr. Kim from the Company be in an amount that exceeds the
level of compensation that applicable bank regulatory authorities
consider to constitute safe and sound at the time of such
payment, taking into account applicable laws, regulations and
regulatory guidance.
the confidentiality of confidential and proprietary information
of the Company, as defined in Company policies, and to use such
information only for permitted purposes. Mr. Kim has also agreed
that during the term of the Agreement and until the first
anniversary of the date of termination of his employment he will
not solicit any employee of the Company or any individual
employed by the Company within six (6) months of Mr. Kims date of
termination for the purpose of inducing the employee to leave the
employ of the Company.
the Bank approved the appointment, effective May 1, 2017, of Alex
Ko, age 50, to the position of Executive Vice President and Chief
Financial Officer of the Bank. Prior to this
Financial Strategist and Deputy Chief Financial Officer of the
Company, and prior to the consummation of the merger of Wilshire
Bancorp, Inc. with and into BBCN Bancorp, Inc. and Wilshire Bank
with and into BBCN Bank, Mr. Ko served as the Executive Vice
President and Chief Financial Officer of Wilshire Bancorp and
Wilshire Bank. Mr. Ko does not have any family relationships, and
is not involved in any related party transactions that are
required to be disclosed herein to applicable SEC statutes, rules
or regulations. Other than the change in Mr. Kos position
reported herein, there are no changes to any of the material
terms of Mr. Kos employment relationship with the Company or the
Bank.
Executive Vice President and Chief Financial Officer of the Bank,
Douglas Goddard stepped down from his position as the Chief
Financial Officer of the Bank. Mr. Goddard will continue in his
role as the Chief Financial Officer of the Company.
dated May 3, 2017, which is furnished herewith as Exhibit 99.2,
as part of certain changes to the organizational leadership
structure of the Company, four new positions have been created to
perform the duties and responsibilities previously performed by
the Head of Community Banking. Effective May 1, 2017, as approved
by the board of directors of the Company on April 27, 2017, Kyu
Kim, who previously held the Head of Community Banking position,
was appointed Senior Executive Vice President and Regional
President of the Eastern Region. The remainder of the duties and
responsibilities previously performed by the Head of Community
Banking will be performed by David Song, the newly appointed
Executive Vice President and Chief Lending Officer, Jason Kim,
the newly appointed Executive Vice President and Chief Commercial
Banking Officer and David W. Kim, the newly appointed Executive
Vice President and Chief Retail Banking Officer. Certain other
appointments approved by the board of directors of the Company on
April 27, 2017, and effective May 1, 2017, are noted in the press
release, dated May 3, 2017, which is furnished herewith as
Exhibit 99.2.
(including Exhibit 99.1 and Exhibit 99.2) shall not be deemed to
be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or otherwise subject
to the liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act
of 1933 or the Exchange Act.
99.1
|
News release dated April 28, 2017 announcing the
appointment of David P. Malone as Senior Executive Vice President and Chief Operating Officer. |
99.2
|
News release dated May 3, 2017 announcing the extension of
President and Chief Executive Officer Kevin S. Kims employment agreement and enhanced organizational leadership structure. |
About HOPE BANCORP, INC. (NASDAQ:HOPE)
Hope Bancorp, Inc., formerly BBCN Bancorp, Inc., is the holding company of Bank of Hope. Bank of Hope is the regional Korean-American bank in the United States. Bank of Hope operates approximately 85 full-service branches in California, Washington, Texas, Illinois, New York, New Jersey, Virginia, Georgia and Alabama. The Bank also operates small business administration (SBA) loan production offices in Seattle, Denver, Dallas, Atlanta, Northern California, Annandale, Virginia, Portland, Oregon and Fremont, California; residential mortgage loan production offices in California, and a representative office in Seoul, Korea. Bank of Hope specializes in business banking products for small and medium-sized businesses, with an emphasis in commercial real estate and commercial lending, SBA lending and international trade financing. Bank of Hope is a California-chartered bank, and its deposits are insured by the Federal Deposit Insurance Corporation (FDIC). HOPE BANCORP, INC. (NASDAQ:HOPE) Recent Trading Information
HOPE BANCORP, INC. (NASDAQ:HOPE) closed its last trading session up +0.17 at 18.74 with 577,588 shares trading hands.