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 (Amendment No.           )

East West Bancorp, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 2:00 p.m. Pacific Time on May 24, 20162018

TO THE STOCKHOLDERS OF EAST WEST BANCORP, INC.:

The Annual Meeting of Stockholders of East West Bancorp, Inc., a Delaware corporation (the “Company”), will be held on May 24, 2016,2018, at 2:00 p.m. Pacific Time, at 135 N. Los Robles Ave., 6^th Floor, Pasadena, California, for the following purposes, as more fully described in the accompanying Proxy Statement:

The Board of Directors of East West Bancorpthe Company has fixed the close of business on March 28, 201629, 2018 as the record date for the Annual Meeting. Only holders of our common stock as of the record date are entitled to notice of and to vote at the meeting.Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the Proxy Statement.

Properly signed and returned proxy cards permit each proxy holder to vote on any other business that may properly come before the meetingAnnual Meeting and at any and all adjournments thereof, in his or her discretion. As of the date of mailing, the Board of Directors of the Company is not aware of any other matters that may come before the Annual Meeting.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS, WE URGE YOU TO SUBMIT YOUR VOTE VIA THE INTERNET, TELEPHONE OR MAIL.

We appreciate your continued support of East West Bancorp, Inc.the Company.

	By order of the Board of Directors,
	DOUGLAS P. KRAUSE
	Corporate Secretary
	Pasadena, California
	April 13, 201618, 2018

TABLE OF CONTENTS

SUMMARY OF PROXY INFORMATION

Your Vote is Important

This summary highlights information contained elsewhere in the Proxy Statement. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting. For more complete information regarding the East West Bancorp, Inc’s.Inc.’s (the “Company”) 20152017 financial performance, please review our Annual Report on Form 10-K for the year ended December 31, 2015.2017.

This Proxy Statement and the enclosed Proxy are furnished in connection with the solicitation of proxies by our Board of Directors (“Board”) for use at the annual meeting of stockholders to be held on May 24, 2016,2018, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). This Proxy Statement and the enclosed Proxy and other enclosures are first being mailed to stockholders on or about April 15, 2016.18, 2018. Only stockholders of record on March 28, 201629, 2018 (“Record Date”) are entitled to vote in person or by proxy at the Annual Meeting. The mailing address of the Company’s principal executive office is 135 N. Los Robles Avenue, 7^th Floor, Pasadena, California 91101.

Matters to be Considered and Vote Recommendation

We are asking stockholders to vote on the following matters at the 20162018 Annual Meeting of Stockholders:

COMPANY HIGHLIGHTS

East West Bancorp, Inc. at a Glance

East West Bancorp, Inc. is the holding company for East West Bank with total assets of $37.2 billion as of December 31, 2017. East West Bank commenced operations in 1973 as a federally chartered savings institution serving the immigrant Chinese-American community. Through the years, East West Bank has grown into a full-service commercial bank with over 130 locations in key cities in the U.S. and Greater China. As one of the only banks to focus primarily on the U.S. and Greater China markets, East West Bank continues to expand its extensive global network of contacts and resources to better meet its customers’ diverse financial needs in and between the world’s two largest markets. Company highlights include:

Fiscal 2017 Highlights

The Company has achieved strongrecord earnings in 2017, which was the result of its continued focus on creating sustainable, expandable and profitable customer relationships and its unique business model of serving as the financial performance in 2015, building on prior years.bridge between the East and the West. The sustained success of the Company’s customer focus and bridge model between East and West is reflected in the following key metrics:

¹ 2015 EPS, ROE, ROA and NPA financial data for KBW Regional Bank Peers was obtained from SNL Financial LC.Source: S&P Global Market Intelligence, a division of S&P Global.

² Source from Keefe, Bruyette & Woods asForbes article dated January 10, 2018.

Community Highlights

Throughout its history, the Company has maintained an unwavering spirit of December 31, 2015.giving back to the communities in which it operates by supporting affordable housing and organizations dedicated to community wellbeing. The following are some examples of the Company’s community investments:

³ 2015 ROE, ROA and net interest margin financial data for all FDIC-insured commercial banks was obtained from SNL Financial LC.

Summary Information about Director Nominees and Continuing Directors

The following table provides summary information about each director nominee and continuing director as of March 31, 2016.2018.

A = Audit Committee;B = BSA/AML & OFAC Compliance Steering Committee;C = Compensation Committee;E = Executive Committee;

N = Nominating/Corporate Governance Committee;R = Risk Oversight Committee

LD= Lead Director;* = Independent Director;LD= Lead Director;FE = Audit Committee Financial Expert;RE = Risk Oversight Committee Risk Expert

Director Dashboard

Corporate Governance Highlights

We are committed to good corporate governance, which promotes the long-term interests of our stockholders and strengthens our Board and management accountability. Highlights of our corporate governance practices include:

Executive Compensation Highlights

We measure executive performance by evaluating both the achievement of specific financial goals and the long-term performance of the Company. We align the pay and performance of our executives to the success of our business and the interests of our stockholders. We do this by providing short-term cash bonuses tied to our revenue performance and by granting long-term equity awards. The Company has a commitment to strong and sustainable governance and compensation practices. The Company continuously reviews its compensation practices to ensure that they are effective. Our compensation practices include the following features:

VOTING INFORMATION AND QUESTIONS YOU MAY HAVE

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully.

What matters am I voting on?

You will be voting on:

How does the Board recommend I vote on these proposals?

The Board recommends a vote:

Who is entitled to vote?

Holders of our common stock as of the close of business on March 28, 201629, 2018 (the Record Date)“Record Date”), may vote at the Annual Meeting. As of the Record Date, we had 144,063,622144,872,525 shares of common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of common stock held on the Record Date. We do not have cumulative voting rights for the election of directors.

How do I vote?

If you are a stockholder of record, you may:

If you are a street name stockholder, you will receive instructions from your broker, bank or other nominee. The instructions from your broker, bank or other nominee will indicate if the various methods by which you may vote, including whether internet or telephone voting is available.

Can I change or revoke my vote?

Yes. Subject to any rules that your broker, bank or other nominee may have, you can change your vote or revoke your proxy before the Annual Meeting.

If you are a registered stockholder, you may change your vote by:

If you are a stockholder of record, you may revoke your proxy by providing our Corporate Secretary with a written notice of revocation prior to your shares being voted at the Annual Meeting. The written notice of revocation may be hand delivered to the Company’s Corporate Secretary, or mailed to and received by East West Bancorp at 135 N. Los Robles Ave., 7^th Floor, Pasadena, California 91101, Attention: Corporate Secretary.

If you are a street name stockholder, you may change your vote by:

If you are a street name stockholder, you must contact your broker, bank or other nominee that holds your shares to find out how to revoke your proxy.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board. The persons named in the Proxy have been designated as proxy holders. When Proxies are properly dated, executed and returned, the shares represented by those Proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board as described above. If any matter not described in the Proxy Statement is properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have properly revoked your proxy.

How many votes are needed for approval of each matter?

Are there any other matters presented for action at the Annual Meeting?

The enclosed Proxy confers discretionary authority with respect to matters incident to the Annual Meeting and any other proposals of which management did not have notice at least 45 days prior to the date on which the Company mailed its proxy material for last year’s annual meeting of stockholders. As of the date hereof, management is not aware of any other matters to be presented for action at the Annual Meeting. However, if any other matters properly come before the Annual Meeting, the Proxies solicited hereby will be voted by the Proxy holders in accordance with the recommendations of the Board of Directors.

What happens if a director nominee does not receive a majority vote?

In an uncontested election, any Director nominee who receives a greater number of “Withhold” votes than votes “For” the nominee’s election shall immediately tender to the Board his or her offer to resign from the Board. The Board, after taking into consideration the recommendation of the Nominating/Nominating / Corporate Governance Committee, will determine whether or not to accept the resignation of any nominee for director who receives a greater number of “Withhold” votes than votes “For” the nominee’s election. In the event of a contested election, the director nominees who receive the largest number of votes cast “For” their election will be elected as directors.

What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our Bylaws and Delaware law. The presence, in person or by proxy, of a majority of all issued and outstanding shares of common stock entitled to vote at the meetingAnnual Meeting will constitute a quorum at the meeting.Annual Meeting.

Abstentions and Broker Non-Votes will be treated as shares present and entitled to vote for purposes of determining the presence of a quorum.

How are proxies solicited for the Annual Meeting? Who pays for the solicitation?

The Board is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. Although there is no formal agreement to do so, we may reimburse brokers, banks and other nominees for their reasonable expense in forwarding these proxy materials to their principals. Proxies will be solicited principally through the mail, but our directors, officers and employees may solicit proxies personally, by telephone or via the Internet.internet.

Is my vote confidential?

Your vote will not be disclosed either within the Company or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

Important Notice Regarding Availability of Proxy Materials for the 2016 Annual Meeting of Stockholders to be Held on May 24, 20162018

Pursuant to the Securities and Exchange Commission (“SEC”) rules related to the availability of proxy materials, the

Company has made its Proxy Statement and Annual Report on Form 10-K available on the Company’s corporate website at www.eastwestbank.com/annual.

I share an address with another stockholder, and we received multiple copies of the proxy materials. How can we obtain a single copy of the proxy materials?

Stockholders who share an address and receive multiple copies of our proxy materials can request to receive a single copy in the future. To receive a single copy of the proxy materials, stockholders may contact us at:

East West Bancorp, Inc.

Attention: Investor Relations

135 N. Los Robles Avenue, 7^th Floor

Pasadena, California 91101

(626) 768-6000

Stockholders who hold shares in street name may contact their broker, bank, or other nominee to request information about “householding” (providing one copy of this Proxy Statement for all stockholders residing at one address).

Where can I find the voting results of the Annual Meeting?

We will disclose voting results on a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to include them in the Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as final results become available.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Proposal 1: Election of Directors

Proposal Snapshot

Stockholders are being asked to elect ten (10)

Stockholders are being asked to elect eight (8) director nominees for a one-year term. This section includes information about the Board and each Director nominee.

FORthe electionBoard of each director nominee. The combination of the various qualifications, skillsDirectors and experiences of the 2016 director nominees would contribute to an effective and well-functioning Board. The director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management.Nominees

Our business is managed under the direction of our Board, which is currently composed of ten (10)nine (9) members. The Board is nominating ten (10)eight (8) members to serve a one-year term. Julia Gouw, PresidentKeith W. Renken, a board member since 2000, is retiring and Chief Operating Officeris not standing for re-election in 2018. The Board has determined to fix the size of the Company, retiredBoard at eight (8) members following Mr. Renken’s retirement from the Company and Board effective March 31, 2016.Board.

We seek directors with strong reputation and experience in areas relevant to the strategy and operations of our businesses, particularly industries and growth segments that we serve, as well as key geographic markets where we operate. Each of the nominees for director holds or has held senior executive positions in financial services and/or large, complex organizations, and has operating experience that meets this objective. In these positions, they have also gained experience in core management skills, such as strategic and financial planning, corporate governance, risk management, and leadership development, as further described below.

We also believe that each of the nominees has other key attributes that are important to an effective Board, including: integrity and high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of origin, background, experience, and thought; and the commitment to devote significant time and energy to service on the Board and its Committees.

The proposed nominees collectively bring a wide range of experience to the Board with a focus on our core business of being a financial bridge between the U.S. and Greater China. In addition, the proposed nominees reflect our heritage and continuing role as one of the most diverse financial institutions in the country and the largest FDIC-insured minority depository institution. Our Board is representative of the rich ethnic diversity and multiculturalism that exists in the United States and in California, where we are headquartered. Of the teneight persons being nominated as directors, 70%75% or sevensix of the nominees are ethnic/racial minorities. The minority director nominees include fivefour Asian-Americans, (two are immigrants from Hong Kong, two from Taiwan, and one from the Philippines), one African-American and one Hispanic-American. Furthermore, we are committed to gender diversity on the board and in management roles. In addition, 20% orroles, and two of the nominees are women. We believe the nominees represent one of the most diverse boards of publicly traded financial institutions in the United States.

The following table presents certain information with respect to the Board’s nominees for director. All directors of the Company are also directors of East West Bank (the “Bank”), the Company’s principal subsidiary. All of the nominees have indicated their willingness to serve. Executive officers serve at the pleasure of the Board, subject to restrictions set forth in their employment agreements. For further details, see the “Other Compensation Policies and Information — Employment Agreements and Potential Payments upon Termination or Change in Control” section of this Proxy Statement.

A = Audit Committee;B = BSA/AML & OFAC Compliance Steering Committee;C = Compensation Committee;E = Executive Committee;

N = Nominating/Corporate Governance Committee;R = Risk Oversight Committee

LD= Lead Director;* = Independent Director;LD= Lead Director;FE = Audit Committee Financial Expert;RE = Risk Oversight Committee Risk Expert

None of the Director nominees were selected pursuant to any arrangement or understanding, other than with the directors and executive officers of the Company acting within their capacity as such. There are no family relationships among directors or executive officers of the Company. As of the date of this Proxy Statement, there were no directorships held by any director with a company which has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or subject to the requirements of Section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940, other than Mr. Ng, who is a director of Mattel, Inc. and Mr. RenkenIrving, who is a director of Willdan Group,Pharos Capital BDC, Inc. and a former director of Limoneira Company.

We have no reason to believe that any of the Director nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors.

Director Nominee Qualifications and Experience

Our Director nominees bring a balance of relevant skills to our Boardroom including:

Each of the Director nominees currently serves on the Board and was elected by the stockholders at the 2016 Annual Meeting2017 annual meeting of Stockholders. If elected, each nominee will hold office until the 2017 Annual Meeting2019 annual meeting of Stockholders and until his or her successor is elected and qualified.

The principal occupation during the past five years of each Director nominee is set forth below. Included in each Director nominee’s biography below is an assessment of the specific qualifications, attributes, skills and experience of the nominee based on the qualifications described above. All Director nominees have held their present positions for at least five years, unless otherwise stated.

Governance Documents

We have adopted formal Corporate Governance Guidelines reflecting our commitment to sound corporate governance. These principles are essential to running the Company’s business efficiently and to maintaining our integrity in the marketplace. In addition, we have also adopted a Code of Conduct. The Corporate Governance Guidelines, our Code of Conduct, and information about other governance matters of interest to investors, are available through our website at www.eastwestbank.com by clicking onInvestor Relations — Corporate Information — Governance Documents.

Director Independence, Financial Experts and Risk Management Experience

Our common stock is listed on the NASDAQ Global Select Market (“NASDAQ”). Under NASDAQ rules, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of NASDAQ require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees must be independent. Under these rules, a director is independent only if the board of directors of a company makes an affirmative determination that the director has no material relationship with the company that would impair his or her independence.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Compensation committee members must also satisfy the independence criteria set forth under the rules of NASDAQ. In order for a member of a listed company’s compensation committee to be considered independent for purposes of the rules of NASDAQ, the listed company’s board of directors must consider all factors specifically relevant to determine whether a director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including but not limited to: (1) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by the company to the director; and (2) whether the director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Our Board has undertaken a review of the independence of each director in accordance with the Exchange Act and NASDAQ rules. Based on this review, our Board has determined that Mses. Campbell and Chan and Messrs. Estrada, Irving, Lee, Li, Liu, Renken and Sussman, representing nineeight of our tennine directors, are independent as that term is defined under the rules of NASDAQ. Accordingly, all members of the Company’s Audit, BSA/AML/AML & OFAC Compliance, Compensation, Risk Oversight and Nominating / Nominating/Corporate Governance Committees, satisfy the independence requirements of NASDAQ. In making this determination, our Board considered the relationships that each non-employee director has with us and all other facts and circumstances that the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock of each non-employee director, as well as relationships that our directors may have with customers and vendors.

The Board also reviewed whether any members of the Audit Committee meet the criteria to be considered a financial expert as defined by the SEC. Based on its review, the Board determined that Ms. Campbell and Messrs. Renken and Sussman of the Audit Committee qualify as financial experts by reason of their prior and current job experience.

Lastly, the Board has reviewed and determined that all members of the Risk Oversight Committee meet the independence requirement of the Federal Reserve’s Enhanced Prudential Standards (“EPS”) and the Office of the Comptroller of the Currency’s risk oversight standards, and have a general understanding of risk management principles and practices relevant to the Company’s business. In addition, two members of the Risk Oversight Committee, Ms. Chan and Mr. Sussman, have particular experience identifying, assessing, and managing risk exposures of large, complex financial firms. Specifically, Ms. Chan has held high-level executive and management positions with Wells Fargo, Bank of America and Citicorp for over 20 years. She is experienced with financial oversight and internal controls for large financial institutions, and has a deep understanding of commercial lending and credit risk oversight in a banking environment, in addition to insight into U.S.–Asia cross-border trade and investment. Mr. Sussman was an audit partner with Deloitte, where he held leadership positions including Partner in Charge of the Financial Services Group for the Pacific Southwest and Partner in Charge of Capital Markets for the West Region. Moreover, his work at RGP involves providing corporate governance, risk management and compliance services to clients globally. Accordingly, Ms. Chan’s and Mr. Sussman’s experience in risk management are commensurate with the Company’s structure, risk profile, complexity, activities and size and we believe qualify as risk experts under the EPS.Federal Reserve’s Enhanced Prudential Standards.

Board Leadership Structure

The Board considers carefully the issue of Board leadership. The Board believes itleadership is in the best interest of the Company to makestructured with a determination regarding the separate roles of Chairman/CEO and Board Chairman on a regular basis based on the position and direction of the Company and the membership composition of the Board. Accordingly, the Company does not havealso a policy requiring mandatory separation of the roles of CEO and the Chairman of the Board.

Lead Director position. The Board has determined that having the Company’s CEO also serve as Chairman is in the best interest of the Company’s stockholders atCompany. The designation of the CEO with the additional title as Chairman is important when dealing with overseas customers and dignitaries in the Greater China area, where these positions are typically combined. The Company has extensive experience and dealings with persons from this time.region who may have the perception that they are not dealing with the senior decision maker of the Company unless they are dealing with the Chairman. This structure also makes the best use of the CEO’s extensive knowledge of the Company and its industry, while fostering greater communication between management and the Board. In addition, the designation of the CEO with the additional title as Chairman is important when dealing with overseas customers and dignitaries who may have the perception that they are not dealing with the senior decision maker of the Company, unless they are dealing with the Chairman himself. The Company has extensive experience and dealings with persons from countries where this perception exists.

The Board’s decision also takes into account that under the Company’s governance structure theprovides for a strong Lead Director role. The powers and duties of a Chairman and a Lead Director differ only in that the Chairman presides over the normal business portion of the meetings of the Board. Since the Lead Director may call for an executive session of independent directors at any time, and has joint control over the agenda and the information provided to directors for Board meetings, the Board believes that it is able to have an open exchange of views, or address any issues independent of the Chairman. In addition, much of the work of the Board is conducted through its committees, and the Chairman is not a member of any committee, other than the Executive Committee. The determination not to separate the roles of Chairman and CEO at this time also recognizes the strong independence of the Board.

The Company’s governance structure includes a strong role for the Lead Director. The Board first elected Mr. Estrada to be the Lead Director in July 2013. Among other things, the Lead Director is required to:

More information aboutThe Company does not have a policy requiring mandatory separation of the Lead roles of CEO and the Chairman of the Board. The Board believes it is in the best interest of the Company to instead make a determination regarding the separate roles of CEO and Board Chairman on a regular basis based on the position and direction of the Company and the membership composition of the Board at the time. The determination not to separate the roles of Chairman and CEO at this time also recognizes the strong independence of the Board with 7 of the 8 continuing directors being independent.

Director position can be found throughEducation and Self-Assessment

The Company has a continuing education program to assist Directors in further developing their skills and knowledge to better perform their duties.  This includes presentations made as part of regular Board and Committee meetings by qualified persons on various topics.  For example, in 2017, our Board received in-Company training on topics ranging from Identity Theft, the Company’s websiteForeign Corrupt Practices Act, BSA/AML and OFAC requirements, Fair Lending, Privacy, Sales Practices, Cybersecurity, and updates on applicable state, federal and Chinese laws and regulations.  In 2017, members of our Board also participated in external director continuing education programs offered by the California Bankers Association – FDIC 2017 Directors College, the California Community Banking Network – FDIC Directors College, and the National Association of Corporate Directors. 

The Board also regularly evaluates, at www.eastwestbank.com by clickingon Investor Relations — Corporate Information — Governance Documents — Corporate Governance Guidelines.least annually, its overall effectiveness, Committee assignments, Board refreshment, and governance and risk management practices. 

Board Meetings and Committees

The business of the Board is conducted through its meetings, as well as through meetings of its committees. During the fiscal year ended December 31, 2015,2017, the Board held seven meetings.four regularly scheduled meetings and a multi-day retreat. There were also 37 meetings of Board committees during that year. All Directors attended all Board meetings withand the exception of one Director who was unable to attend one meeting.retreat. In addition, allthe Directors attended 100%97% of the meetings for the committees on which they served as members. The policy of the Company is to encourage all director nominees to attend the annual meeting of stockholders. All Directors were in attendance at the 20152017 annual meeting of stockholders.

Our Board has six standing committees: an Audit Committee, a Bank Secrecy Act (“BSA”)/Anti-Money Laundering (“AML”) and Office of Foreign Assets Control (“OFAC”) Compliance Risk Management Steering Committee (“BSA/AML & OFAC Compliance Committee”), a Compensation Committee, an Executive Committee, a Nominating/Corporate Governance Committee, and a Risk Oversight Committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our Board. The standing committees report on their deliberations and actions at each full Board meeting. Each of the committees has the authority to engage outside experts, advisors and counsel to the extent it considers appropriate to assist the committee in its work.

Each of the standing committeecommittees operates under a written charter. These charters can be found on the Company’s website atwww.eastwestbank.com by clicking onInvestor Relations — Corporate Information — Corporate Documents. Set forth below is a description of the committees of the Board.

Audit Committee

The current members of our Audit Committee are Ms. Campbell and Messrs. Estrada, Renken and Sussman. Our Board has determined that each of the members of our Audit Committee satisfies the requirements for independence and financial literacy under the rules and regulations of NASDAQ and the SEC. Our Board has also determined that three of the members, Ms. Campbell and Messrs. Renken and Sussman, are financial experts as contemplated by the rules of the SEC implementing Section 407 of the Sarbanes Oxley Act of 2002. Mr. RenkenSussman serves as chair of our Audit Committee.chair. The Audit Committee held sixnine meetings during the fiscal year ended December 31, 2015.2017.

Our Audit Committee oversees our accounting and financial reporting process and the audit of our financial statements, and assists our Board in monitoring our financial systems and our legal and regulatory compliance. Our Audit Committee is responsible for, among other things:

The Bank also has an Audit Committee, which consists of the same directors as the Company’s Audit Committee. The Bank’s Audit Committee generally meets jointly with the Company’s Audit Committee.

BSA/AML & OFAC Compliance Committee

In December 2015, the Board created the Bank Secrecy Act (“BSA”)/Anti-Money Laundering (“AML”) and Office of Foreign Assets Control (“OFAC”) Compliance Risk Management Steering Committee (hereinafter “BSA/BSA/AML & OFAC Compliance Committee”)Committee to provide governance for the enterprise-wide BSA/AML & OFAC program framework and focused oversight of the Company’s rapidly evolving program enhancements. Active oversight of BSA/AML and& OFAC compliance risk was deemed necessary by the Board and senior management as effective compliance risk management is integral to the safety and soundness of the Bank. The current members of the BSA/AML/AML & OFAC Compliance Committee are Ms. Chan and Messrs. Li, Irving and Estrada. Mr. Estrada serves as chair. The Board has determined that each of the members of the BSA/AML & OFAC Compliance Committee is independent under the rules and regulations of NASDAQ. The BSA/AML & OFAC Compliance Committee meets monthly and held its first meeting intwelve meetings during the fiscal year ended December 2015, and meets monthly.31, 2017.

The BSA/AML & OFAC Compliance Committee is responsible for, among other things:

Compensation Committee

The current members of our Compensation Committee are Messrs. Estrada, Renken and Liu. Our Board has determined that each of the members of our Compensation Committee is independent within the meaning of the independent director requirements of NASDAQ. Our Board has also determined that the composition of our Compensation Committee meets the requirements for independence under, and the functioning of our Compensation Committee complies with, any applicable requirements of NASDAQ and SEC rules and regulations, as well as Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), as amended. Mr. Liu serves as chair of our Compensation Committee. The Compensation Committee held fivesix meetings during the fiscal year ended December 31, 2015.2017.

The Compensation Committee establishes and administers the executive compensation policies and plans of the Company. Our Compensation Committee is responsible for, among other things:

The Compensation Committee may form and delegate authority to subcommittees, or, to the extent permitted under applicable laws, regulations and NASDAQ rules, to any other director, in each case to the extent the Compensation Committee deems necessary or appropriate.

The Bank also has a Compensation Committee, which consists of the same directors as the Company’s Compensation Committee. The Bank’s Compensation Committee generally meets jointly with the Company’s Compensation Committee. For a more comprehensive discussion on the responsibilities of the Compensation Committee, see “Compensation Discussion and Analysis – Framework and Process for Determining Executive Compensation – Our Compensation Philosophy and Objectives” in this Proxy Statement.

Role of Compensation Consultant

The Compensation Committee has the authority to retain the services and obtain the advice of external advisors, including compensation consultants, legal counsel or other advisors to assist in the evaluation of executive officer compensation. In evaluating firms to potentially provide services to the Compensation Committee, the Committee considers whether the firm provides any other services to the Company. In addition, while members of management may assist the Compensation Committee in the search for advisors, theThe Compensation Committee makes the decision to hire a consultant and provideprovides direction as to its scope of work in its sole discretion. The Compensation Committee has appointed Willis Towers Watson (“Willis Towers Watson”) as its independent compensation consultant. The Compensation Committee uses its compensation consultant to:

The Compensation Committee has evaluated the individual relationships of Willis Towers Watson with both the Company and the Compensation Committee, including the provision of other services to the Company (there isare none), fees paid by the Company as a percentage of the consultant’s total annual revenue (less than 1%), policies and procedures of the consultant to mitigate conflicts of interest, business or personal relationships of the consultant with any member of the Compensation Committee, any Company stock held by the consultant, and any business or personal relationships of the consultant with any executive officer of the Company. Based on these evaluations, the Compensation Committee concluded that Willis Towers Watson meets the criteria of an independent advisor.

Executive Committee

The Executive Committee currently consists of Messrs. Estrada and Ng. Mr. Ng serves as chair. The Executive Committee is appointed by the Board to provide an efficient means of considering such matters and taking such actions, if any, as may require the attention of the Board in the interim between Board meetings. The Executive Committee is authorized to exercise certain powers of the Board during intervals between Board meetings. The Bank also has an Executive Committee, which consists of the same directors as the Company’s Executive Committee. The Executive Committee did not meet in 2015.2017.

Nominating/Corporate Governance Committee

The current members of our Nominating/Corporate Governance Committee are Messrs. Estrada, Irving, Lee and Li. Our Board has determined that each of the members of our Nominating/Corporate Governance Committee is independent within the meaning of the independent director requirements of NASDAQ. Mr. Li serves as chair. The Nominating and Corporate Governance Committee held one meetingfour meetings during the fiscal year ended December 31, 2015.2017.

The Nominating/Corporate Governance Committee nominates persons for election as directors and reviews corporate governance matters. Among other things, the Nominating/Corporate Governance Committee members are responsible for:

The Bank also has a Nominating/Corporate Governance Committee, which consists of the same directors as the Company’s Nominating/Corporate Governance Committee. The Bank’s Nominating/Corporate Governance Committee generally meets jointly with the Company’s Nominating/Corporate Governance Committee.

Risk Oversight Committee

The current members of the Risk Oversight Committee are Ms. Chan and Messrs. Lee, Estrada, Liu and Sussman. Mr. Estrada serves as chair. The Risk Oversight Committee held six meetings during the fiscal year ended December 31, 2015.2017. Our Board has determined that each of the members of the Risk Oversight Committee is independent as defined by the Sarbanes-Oxley Act of 2002 and regulations promulgated thereunder and NASDAQ rules. In addition, all the members of the Risk Oversight Committee meet the independence requirement of the Enhanced Prudential Standards (“EPS”) and the Office of the Comptroller of the Currency’s risk oversight standards as they are not and have not been officers or employees of the Company within the previous three years and are not related to any officers or employees of the Company.

The Risk Oversight Committee has been appointed by the Board to provide focused oversight of the Company’s identified enterprise risk categories, which include: credit, interest rate, liquidity, operational, information technology, human capital, compliance, legal, strategic, reputation, and international. The Board believes an effective enterprise risk management system is necessary to ensure the successful, safe and sound management of the Bank. Among other things, our Risk Oversight Committee is required to:

In addition, the Company’s Chief Risk Officer works directly with the Risk Oversight Committee and the CEO. The Bank also has a Risk Oversight Committee, which consists of the same directors as the Company’s Risk Oversight Committee. The Bank’s Risk Oversight Committee generally meets jointly with the Company’s Risk Oversight Committee.

Stockholder Nominees

The policy of the Nominating / Corporate Governance Committee is to consider properly submitted stockholder nominations for Board candidacy as described abovebelow in “Identifying and Evaluating Nominees for Directors.” In evaluating these nominations, the Nominating / Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to meet the membership criteria set forth under “Director Nominee Qualifications and Experience” discussed below.above. Any stockholder nominations proposed for consideration by the Nominating / Corporate Governance Committee should include the nominee’s name and qualifications for Board membership and should be addressed to:

Corporate Secretary

East West Bancorp, Inc.

135 N. Los Robles Avenue, 7th7th Floor

Pasadena, California 91101

In addition, nominations for directordirectors may be made by any stockholder entitled to vote for the election of directors if proper notice is given in accordance with the Bylaws. Notice of a stockholder’s intention to make any nominations must be made in writing and must be delivered to the Secretary of the Company at the principal executive offices of the Company not less than thirty (30) calendar days or more than sixty (60) calendar days prior to the meeting at which directors are to be elected. However, in the event that less than forty (40) calendar days’ notice of the meeting is given to stockholders, notice by the stockholder, to be timely, must be delivered not later than the close of business on the tenth (10^th) day following the mailing date of the meeting notice to stockholders. The notification shall contain the following information:

We may disregard nominations not made in accordance with the requirements in the Bylaws.

Director Qualifications

Identifying and Evaluating Nominees for Directors

Our Corporate Governance Guidelines contain Board membership criteria that apply to the Nominating/Corporate Governance Committee’s nominees for a position on the Board. Under these criteria, members of the Board should have the highest professional and personal ethics and values. They should have broad experience at the policy-making level in business, government, education, finance, accounting, law or public interest, as well as a high level of financial experience, extensive knowledge of the Company’s business and/or industry, risk oversight/management expertise and broad international exposure/Greater China experience. The Nominating/Corporate Governance Committee strives to nominate director candidates with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills, and expertise to oversee the Company’s businesses. In addition, the Nominating/Corporate Governance Committee seeks to nominate directors with a diversity of origin, background, experience, and thought. All directors should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties.

Identifying and Evaluating Nominees for Directors

The Nominating/Nominating / Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director and regularly assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Committee considers various potential candidates for director. Candidates may come to the attention of the Committee through current Board members, professional search firms, stockholders or other persons. These candidates are evaluated at regular or special meetings of the Committee, and may be considered at any point during the year. As described above, the Committee considers properly submitted stockholder nominations for candidates for the Board. Following verification of the stockholder status of persons proposing candidates, recommendations are aggregated and considered by the Committee. If any materials are provided by a stockholder in connection with the nomination of a director candidate, those materials are forwarded to the Committee. In evaluating the nominations, the Nominating/Nominating / Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board.

Communications with the Board

Our Board welcomes suggestions and comments from stockholders. All stockholders are encouraged to attend the Annual Meeting of stockholders where senior management and representatives from our independent auditors,registered public accounting firm, as well as members of the Board, will be available to answer questions. Stockholders may also send written communications to the Board by writing to the Secretary of the Board at East West Bancorp, Inc., 135 N. Los Robles Avenue, 7th Floor, Pasadena, California 91101. All communications (other than commercial communications soliciting the sale of goods or services to, or employment with, the Company or directors of the Company) will be directed to the appropriate committee, the Chairman of the Board, the Lead Director, or to any individual director specified in the communication, as applicable.

Executive Sessions

The independent directors generally meet in executive sessions without management or any of the other non-independent directors present at every regularly scheduled meeting of the Board. The sessions are chaired by the Lead Director. Any director can request for an additional executive session to be scheduled.

Stock Ownership Guidelines

All directors and executive officers are required to own the Company’s Common Stock to further align director’s and management’s financial interests with those of stockholders. The Company’s stock ownership guidelines for directors and executive officers are posted on the Company’s website, which can be found atwww.eastwestbank.com by clicking onInvestor Relations — Corporate Information — Governance Documents.

Executive officers have additional holding requirements for stock acquired as part of their compensation. The majority of the shares acquired (net of taxes) have to be held until retirement. Under these guidelines, if the holding requirement is greater than the guidelines set forth above for the directors and executive officers, the higher holding requirements apply and an executive may have holding requirements longer than the above guidelines.

Executive officers may not pledge or engage in hedging strategies or sell short or trade derivatives involving the Company’s securities.

Certain Relationships and Related Transactions

Our Code of Conduct and Corporate Governance Guidelines provide guidance for addressing actual or potential conflicts of interests, including those that may arise from transactions and relationships between the Company and its executive officers or directors. In order to provide further clarity and guidance on these matters,, the Company has adopted a writtenpolicy regarding the review, approval or ratification of related party transactions.

The policy generally provides that the Audit Committee will review and approve in advance, or will ratify, all related party transactions between the Company and our directors, director nominees, executive officers, and persons known by the Company to own more than 5% of our Common Stock, and any of their immediate family members. Related party transactions include transactions or relationships involving the Company and amounts in excess of $120,000 and in which the above related parties have a direct or indirect material interest. Under the policy, the failure to approve a related party transaction in advance would not invalidate the transaction or violate the policy as long as it is submitted to the Audit Committee for review and ratification as promptly as practicable after entering into the transaction.

The Audit Committee works with our General Counsel in reviewing and considering whether any identified transactions or relationships are covered by the policy. In determining whether to approve or ratify a transaction or relationship that is covered by the policy, the Audit Committee considers, among other things:

During 2015,2017, we did not enter into any related party transactions that required review, approval or ratification under our related party transaction policy. From time to time, we may lend money through our subsidiary, the Bank, to various directors and corporations or other entities in which a director may own a controlling interest. These loans (i) are made in the ordinary course of business, (ii) are made on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable transactions with other persons, and (iii) do not involve more than a normal risk of collectability and do not present other unfavorable features. We do not have any loans to NEOs.names executive officers. None of our directors or executive officers, any associate or affiliate of those persons, or persons who beneficially owned more than 5% of our outstanding shares had any transactions or proposed transactions with us greater than $120,000 during the past year.

Director Compensation

The Compensation Committee is responsible for reviewing and making recommendations to the Board of Directors with respect to the compensation of directors. Employees of the Company and its subsidiaries are not compensated for service as directorsa director of the Company or its subsidiaries and are excluded from the table below. The compensation received by Mr. Ng and Ms. Gouw as employeesan employee of the Company is shown in the “Summary“Summary Compensation Table.Table.”

Director compensation is reviewed by the Compensation Committee of the Board and adjustments are generally considered every two years. The Committee will generally engage an outside independent consultant to review director compensation amounts and structure at the same group of peer banks used by the Compensation Committee to review the compensation of senior management. In 2017, the Compensation Committee engaged Willis Towers Watson as its independent compensation consultant for this purpose.

In 2015,2017, non-employee directors received an annual cash retainer of $45,000$60,000 and an annual stock award of $100,000$120,000 of Common Stock. The Lead Director received an additional annual cash retainer of $50,000.$70,000. The Lead Director also acts as the Board representative to the Company’s strategic advisory council of outside community leaders and receives a cash retainer of $70,000 for such additional Board service. The chair of each committee chairs received an additional annual cash retainer as follows: Audit — $20,000; Compensation — $20,000; Risk Oversight — $15,000;$20,000; and Nominating/Corporate Governance — $12,500. Non-employee directors also received a meeting fee of $1,500 for each committee meeting attended.

The following table summarizes the compensation paid by the Company to non-employee directors for the fiscal year ended December 31, 2015:2017:

2015Non-Employee2017 Non-Employee Director Compensation Table

COMPENSATION OF EXECUTIVE OFFICERS

Overview of Our Compensation StrategyCOMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides information aboutdescribes the strategiesstructure and policies developed to execute this philosophy as it pertains to total executive compensation. The strategies and policies of the Compensation Committee have been refined to strongly correlate our executive compensation with the Company’s overall performance along with the individual performanceguiding principles of our executives, which have in turn, resulted in the appreciation of our stock price.

Our2017 executive compensation program is based onfor the Compensation Committee’s commitment to strong governance processes and meeting stockholder expectations on its compensation practices. In refining our 2015 compensation program and developing our 2016 compensation program, the Company solicited input and talked with many of its larger stockholders. The Committee also considered published guidance from governance advisors and its larger shareholders that publish compensation guidance and also considered the expectations of banking regulators. The Committee also reviewed and considered the practices of peer banks with which the Company competes for employees.Company’s named executive officers, as set forth below (“NEOs”).

As a result of our ongoing outreach and review process, the Compensation Committee over the past few years has transitioned executive compensation to a predominantly performance-based compensation structure with the substantial majority of compensation at risk. The Committee has continued to develop and refine incentive metrics that are focused on the bridge business model and sustaining the strong performance of the Company.2017 Named Executive Officers

The Company has a commitment to closely align the pay and performanceCD&A provides an overview of the executives with stockholder interests through strong and sustainable governance practices. The Company continuously reviews its executive compensation practices to ensure that they are effective. Our practices have the following features:our:

2015 Financial Performance Highlights

The Company’s long termlong-term organizational objective is to build a “financial bridge” between the United States and Greater China. This financial bridge consistsAchieving that objective will require the right set of the specializedleadership skills expertise, and infrastructure that enable our customers to satisfy their business and financial needs within and across these two markets. The Company believes this strategy providestalent. With over 130 locations in the Company with a competitive advantage and the Company is not aware of any other of the largest 50 United States banks thatand Greater China, we have developed a talent strategy to identify, recruit and retain individuals who are highly knowledgeable about our customers’ specialized needs, while also well versed with the complexity of international business operations. At the same time, we actively seek to attract and retain talent who can lead and support our rapidly growing organization as we develop and further scale our business. Our compensation program, with its focus on this as their primary long term business strategy. The Company is one of the few U.S. banks with banking branches in China. The Company has grown its domestic lending with a focus on industries and sectors with the most cross-border growth potential, including entertainment and media, technology, life sciences, agriculture, aviation, clean technology, venture capital, and private equity. In 2015, the Company realized tangible value from these long term bridge banking efforts by again delivering strong financialmeasurable results for the stockholders. The compensation decisions described in this CD&A reflect the payment of performance-based compensation consistentCompany while being sensitive to market conditions, is a critical tool we use to motivate talent and reinforce our commitment to align pay incentives with the sustained strong financial performance of the Company over many years, including 2015.performance.

2017 Performance Highlights

The Compensation Committee is pleased to report that the Company has achieved record net income and strong financial performance again in 2015, which reflects2017. We believe these results reflect the continued successful alignment between the Company’s financial and organizational objectives and its executive compensation program.

For the seventh consecutive year, the Company increased its earnings per share and at a rate substantially greater than its peers. Specifically, our diluted earnings per share (“EPS”) for the full year of 2015 totaled $2.66, an increase of $0.25 or 10.4% from $2.41 in 2014. Our 10.4% increase in diluted EPS was higher than the median increase of 5.3% and the average increase of 6.9% achieved by our KBW Regional Bank Peers.4

2017 Performance Highlights1

·Our full year 2017 ROA of 1.41% and ROE of 13.7% were in the Top 10% of publicly traded banks in the United States.2 ·Growth in key financial metrics from 2016 to 2017: ·Diluted earnings per share grew 17% or $0.50 to $3.47 per diluted share ·Net income increased 17% to $505.6 million ·Total assets grew 7% year over year, to reach a record $37.2 billion as of December 31, 2017. ·Total loans grew 14%, to a record level of $29.1 billion. ·Total deposits grew 8%, to a record level of $32.2 billion.

In addition to consecutive years of growth in 2015,our business and profitability, our performance has also outpaced that of other banks on a relative basis. Specifically, our full year 2017 ROA of 1.41% and ROE of 13.71% were in the top 10% of publicly traded banks in the United States. In addition, we have maintained a consistently higher ROA and ROE for each of the last five (5) years relative to the median ROA and ROE achieved by our compensation Peer Group described on page 33 of this Proxy (the “Peer Group”) as well as the banks comprising the KBW Nasdaq Regional Banking Index (“KRX”) for those years. Overall, the Company outperformed all FDIC-insured commercial banksranked in the 89^th percentile on ROA and 93^rd percentile on ROE, relative to its Peer Group; and compared to the KRX, the Company ranked in the 86^th percentile on ROA and 94^th percentile on ROE for 2017.

In the charts above, median percentiles were used to represent the ROA and ROE performance of the Peer Group (as defined on page 33 and excluding PrivateBancorp, Inc. in 2017 because it was acquired by another company) and the KBW Regional Bank Peersbanks comprising the KRX as in terms of average Return on Equity (“ROE”) and average Return on Assets (“ROA”).

each year end.¹The Company believes that ROEROA and ROAROE are important performance metrics because they measure the return that the Company earned on its stockholders’ investment and the resources it deployed. In that regard, in 2015, among of all FDIC-insured commercial banks in the country with assets over $20 billion, the Company was in the Top 4 in terms of ROE, in the Top 5 in terms of ROA, and in the Top 6 in terms of net interest margin.⁵

AnotherIn addition, our performance continues to outpace that of our peers when other financial metrics are applied. For example, we have had a higher total shareholder return (“TSR”) relative to the median TSR achieved by our Peer Group and the KRX over the last five years. TSR is an important performance metric is Total Shareholder Return (“TSR”),in stockholder value creation because it correlates directly with the Company’s stock price performance and dividends paid and is therefore aligned with stockholder interests. In that regard, our one, three and five-year annualized Total Shareholder Return (“TSR”) of 9.48%, 27.19% and 18.35% were substantially above our KBW Regional Bank Peers’ averages of 5.90%, 16.80% and 11.30%, respectively.⁶ Thethe consistent financial performance of the Company, year after year, has resulted in long termlong-term value for our stockholders.

The graph of total shareholder return assumes that on December 31, 2012, $100 was invested in EWBC common stock, the Peer Group and the banks comprising the KRX, and that all dividends were reinvested.

⁴ 2015 financial data regarding EPS, ROE, ROAFramework and NPAProcess for KBW Regional Bank Peers was obtained from SNL Financial LC.

⁵2015 ROE, ROA and net interest margin financial data for all FDIC-insured commercial banks was obtained from SNL Financial LC.

⁶ Source from Keefe, Bruyette & Woods as of December 31, 2015.

Determining Executive Compensation

OtherOur Compensation Philosophy

We have designed our executive compensation program to attract and retain excellent managers, while also motivating them to deliver on our key financial highlights for 2015 include:and strategic goals. To support this objective, we included critical components in our program that are designed to:

⁷2015 financial data for the KBW Regional Bank Peers was obtained from SNL Financial LC.

Compensation Objectives and Elements of Compensation

There are five primary objectives of the Company’s executive compensation program. The following table describes each objective and how it is achieved:

PayAt the core of our compensation philosophy is aligning pay with measurable performance, and we reinforce this principal by how we structure compensation for Performance Philosophyour NEOs.

The Company is committed to

Our compensation program benefits from the collective experience of our Compensation Committee and senior management team, who believe these compensation philosophyelements provide the proper alignment of payingincentives for performanceour leaders while ensuring that we can create strong and the premise that compensation programs should serve to motivate and reward the achievement of financial and strategic goals of the Company in order to increase long termsustainable stockholder value. TheAdditionally, we meet with key stockholders to discuss their views on executive compensation of the NEOs is predominantly variable and at risk, based upon the achievement of the Company’s financial budget and performance goals. The majority of compensation is tied to meeting short and long term performance goals. Metrics in 2015 for both short-term incentive (earnings per share, loan growth, and Non-Performing Assets/total assets) and LTI compensation (ROA and ROE compared to peers) are tied tosolicit feedback on our strategic and risk management goals as discussed below. Goals are challenging and at the time such goals are set, it is uncertain whether they will be met. In 2015, annual incentive goals again required increased and record earnings to meet target performance. Success in meeting those goals translated into strong financial performance and stockholder return in 2015. As noted above, the Company’s performance was substantially better than peer banks in various key metrics for financial institutions, including TSR, ROE, ROA, and nonperforming assets to total assets ratio. The Company has also increased earnings and earnings per share every year since the 2008 financial crisis, including 2015. Other achievements in 2015 and prior years are discussed in “2015 Financial Performance Highlights.”specific pay program.

Compensation Committee

As outlined in our Corporate Governance Guidelines, the Compensation Committee is responsible for developing and overseeing the Company’s executive compensation policies and programs. The goal of the Compensation Committee is to maintain compensation that is competitive within the markets in which we compete for talent and that reflects the long term interests of our stockholders.

The Compensation Committee is responsible for:

Compensation Committee Resources in Setting Pay

The Compensation Committee considers several resources, analytical tools and performance measures in determining compensation levels, as presented in the chart below:

Use of Peer Group

The Compensation Committee, retained Towers Watson (now Willis Towers Watson) aswith input from its compensation consultant. Theconsultant, reviews at least annually the composition of peer companies against which the Company evaluates itself for compensation consultant reports directlypurposes. In determining the composition, financial institutions of comparable asset size were considered, using a combination of factors and considerations, including but not limited to other financial metrics (market capitalization and revenues), geographic locations, competition for talent, and business model and complexity of operations.

In March 2017, the Compensation Committee approved a 2017 compensation peer group that consisted of 25 banks substantially similar in market capitalization and is independent of management and does not perform any other work forasset size as the Company. The compensation consultant informsAs of the Compensation Committee on practicesend of 2017, the Peer Group was revised to exclude PrivateBancorp, Inc. which was acquired by another company. As a result, the Peer Group was comprised of 24 banks as of December 31, 2017, with a median market capitalization of $6.4 billion and trends in executive compensation among the Company’s peers and the broader banking sector. It also provides advice and recommendations related to determining pay levels for the executive officers and designing the Company’s compensation programs for executives.

As part of their work in 2016, the Compensation Committee and Willis Towers Watson evaluated and updated a list of peer companies for compensation survey purposes (the “2016 Compensation Level Peer Group”) which consisted of 20 publicly-traded commercial banks to which the Company is similar in terms of asset size. Themedian asset size of the group ranges from approximately $18 billion to $60 billion and market capitalization ranges from $2.3 billion to $9.4 billion. The Company’s asset size was $32.4 billion and its market capitalization was $5.98$37.2 billion as of December 31, 2015. In2017. As of December 31, 2017, the Company ranked in the 67^th percentile and 50^th percentile, respectively, in terms of market capitalization and asset size, and market capitalization,relative to the Company is at the 71th and 88nd percentile of the 2016 Compensation Level Peer Group, respectively.Group.

The companies in the 2016 Compensation Level Peer Group are as follows:

The majority of banksIt is important to note that in the 2016 Compensation Level Peer Group are the same as the 2015 Compensation Level Peer Group. However, three banks were removed and three banks were added. City National Corporation was removed because it was acquired by the Royal Bank of Canada at the end of 2015. Huntington Bancshares was removed because it had almost three times the revenue and more than two times the assets of the Company. Bank of Hawaii was removed because it had less than half the assets and market capitalization of the Company. Meanwhile, First Citizens Bancshares Inc., People’s United Financial Inc. and PacWest Bancorp were added because they were useful comparative peers and did not materially change the Company’s position.

Pay data for the 2016 Compensation Level Peer Group was obtained from each peer company’s annual proxy statement, and survey group data was obtained from the independentdetermining executive compensation, consultant.

Furthermore, the Compensation Committee determineddoes not solely rely on comparative data from the Peer Group. While comparisons can be useful in identifying general compensation trends and overall pay levels, the Compensation Committee recognizes there may be meaningful differences between us and our peer companies. The listing of NEOs, for example, may vary amongst our peer companies, with titles, compensation, and tenure that for performance purposes in setting metrics for long term performance shares it would, rather than using a peer group of specific banks that maydo not be relevant over a longer time period, it would use a broader and more stable peer group as a better way to measure long term performance.readily track with ours. The Compensation Committee selecteduses the KBW Regional Bank Index (KRX)comparison data as a general indicator of market trends in executive compensation, but does not use it exclusively to set compensation levels for the CEO or other NEOs. In addition to peer data, the Compensation Committee also reviews individual and company performance, peer groupthe position and tenure, responsibilities within the Company, and other factors to determine total compensation for the NEOs. See “Factors and Steps in Setting Pay” below for a more detailed discussion.

For purposes of determining long-term incentive awards, the Compensation Committee and its compensation consultant Willis Towers Watson determined it would be appropriate to continue using the KRX (the “2016“Long Term Performance Metrics Peer Group”). This will further increaseThe continued use of this benchmark increases the transparency of the Company’s goal setting process by referring to a broad index compiled by a third party. Target financial metrics for long term compensation where the metric was relative to other banks were set at the 50^thpercentile level of the 2016 Performance Metrics Peer Group.

Accordingly, as used herein, “Peer Group” shall refer to the 2016 Compensation Level Peer Group in the context of a discussion of compensation levels and to the 2016 Performance Metrics Peer Group in the context of a discussion of performance.

Factors and Steps in Setting Pay

Compensation for the NEOs and certain other executive officers is generallytypically evaluated and set annually by the Compensation Committee in the first quarter of each year, based onusing the latest available competitive compensation data provided by the compensation consultant, peer data, andas well as Company business department and individual performance data. An individual executive’s compensation is generally established after considering the following factors:

The Compensation Committee approves the compensation of the other four NEOs after discussing their performance

As a rapidly growing organization, we encounter significant competition for top management talent – those individuals with the CEO. The Compensation Committee also reviews with the CEO the performance and compensationstrategic vision, understanding of the next 10 most highly compensated corporate officers of the Company. Compensation data from the Company’s Compensation Level Peer Group and survey data for similar jobs and job levels are considered for base salary adjustments. Achievement against performance goalsspecialized industries, and the executive’s individual contribution toward Company objectives are consideredinternational banking experience necessary to continue our growth. This challenge to attract and retain qualified personnel has been an important consideration in determining the annual performance-based bonus payoutour compensation decisions, and long-term incentive (“LTI”) awards. The CEO uses discretion and takes intowe expect it will continue to be a significant consideration among other things, individual contributions and their overall performance compared to other executives.going forward.

With respect toFor the CEO, the Compensation Committee annually reviews and approves the corporate goals and objectives relevant to the CEO’s compensation, evaluates the CEO’s performance against those objectives and approves the CEO’s compensation level based on that evaluation. With the assistance offrom the compensation consultant, the Compensation Committee also considers the Company’s peer groupPeer Group and other peer data on base pay, performance-based bonus targets and long-term incentive awards and uses broad discretion when setting compensation types and amounts for the CEO. The

With input from the compensation consultant, the Compensation Committee is responsibleseparately reviews and discusses with the CEO his annual compensation recommendations for approving the CEO’s and the other senior executives’NEOs. A variety of factors help determine the final approved compensation amounts for the NEOs. For base salary adjustments, compensation data from our Peer Group and survey data for similar jobs and job levels are considered. For annual compensationperformance-based bonus payout and informinglong-term incentive awards, the Board of its actions.executive’s achievement against performance goals, along with individual contributions toward Company objectives, is taken into account.

The Compensation Committee does not benchmark to a particular percentile in positioningdetermining target total direct compensation. The Compensation CommitteeRather, it uses market peer proxy and survey data as a reference point, giving consideration to factors such as tenure, individual performance, any unique circumstances of the NEO’s position based on eachthat individual’s responsibilities, market factors, and succession considerations and retention considerations. The Compensation Committee aims to have base salaries at below or not much above the market median, with the substantial majority of NEO compensation consisting of incentive compensation to advance the Compensation Committee’s pay-for-performance philosophy. This methodologyWe believe this approach drives higher realized compensation when our financial and stockholder performance is strong and lowerless realized compensation when our financial and/or stockholder performance is weaker.lower.

Say-on-Pay VoteOutreach to Stockholders

Our compensation policies and practices continue to evolve based on input from our stockholders, our review of correspondence submitted by stockholders to our Board and management, our review of market practice, our consideration of the advice of the Compensation Committee’s independent compensation consultant, our review of reports issued by proxy advisory firms and the results of the most recent annual “Say on Pay” vote by stockholders.

The compensation program that was voted2017 “Say on by the stockholders in connection with our 2015 Annual Meeting was substantially similar in structure to the program in place in prior years, and aligned with a period when total stockholder return (“TSR”) exceeded that of the peer group by substantial margins for the past one-year, three-year, and five-year periods. Since 2009, the Company increased earnings per share each consecutive year and at a rate substantially greater than peer banks. The Company also outperformed the peer groups in terms of ROE, ROA and other key metrics since 2009. This performance continued through 2015 resulting in rankings in the top 4, 5, and 6, respectively, of all banks in the country with assets over $20 billion in terms of ROE, ROA and net interest margin, according to SNL Financial LC. For additional detail see “Proxy Statement Summary” of this Proxy Statement.

The Compensation Committee considered the 2015 “Say-on-Pay”Pay” vote onapproved the Company’s 20142016 executive compensation which was approved by approximately 98%99.1% of stockholder votes.stockholders. The Committee viewed thatviews the high approval percentage as an indication that stockholders were generally satisfied with the compensation structure and its contribution to our strong financial performance. The Company also considered stockholder inputIn addition to the annual “Say on thePay” vote, we meet with key stockholders to discuss their views on executive compensation and to solicit feedback on our specific pay program.

In 2017 and early 2018, the Chair of our Compensation Committee directed efforts to reach out to more than 50 of our largest stockholders to discuss our compensation program. Among other things, our Compensation Committee sought stockholder input regarding the 2017 compensation for our CEO. The stockholders who met with us indicated that they were pleased with our financial performance, and they did not express any concerns about executive compensation. Based in part on the quality and value of thethat feedback, the Compensation Committee believes the 2016Company’s compensation approach is one of the more stockholder-centric compensation programs amongrelative to our peers.

Primary Elements of Our Executive Compensation Program

With input from our stockholders, we have designed an executive compensation program that aligns pay with measurable performance on our corporate goals. In 2017, over 99% of the Say on Pay votes cast approved our 2016 executive compensation program. Based on the high approval percentage and the feedback received from our stockholders, our 2017 executive compensation program remained substantially similar to our 2016 structure. The components of, and rationale for, each element of our executive compensation program are described in the table below.

Base Salary

Base salary is a fixed portion of compensation that is based on peer groupPeer Group salary data, salary surveys, and each individual’san executive’s skills, responsibilities, experience and relative importance to the Company. Actual, total salaries reflect an individual’s responsibilities within the Company, his or her job performance in his or her role over time and other factors, such as the assessment by the Compensation Committee’sCommittee (and by the CEO’sCEO, in the case of other NEOs) assessment of each NEO’san executive’s performance.

Performance-Based Bonus Plan

The Compensation Committee developed a cash incentive program (the “Performance-Based Bonus Plan”) to motivate and reward executives for achieving critical Company-wide financial metrics and strategic goals (collectively, “Corporate Goals”), and departmental or individual goals. The 2015Corporate Goals are further divided into financial goals and strategic goals as described below. In general, payout from the Performance-Based Bonus Plan is based on the achievement of a combination of Corporate Goals and individual or departmental goals. For the CEO and the President and COO, however, payout from the Performance-Based Bonus Plan is based entirely on the achievement of Corporate Goals. Of the amount in the Performance-Based Bonus Plan attributable to Corporate Goals, financial metrics make up 75%, while the balance is based on the attainment of the Company’s strategic goals. The bonus plan is structured so that the degree of attainment of strategic goals cannot be higher than the degree of attainment of financial goals and therefore cannot increase the bonus otherwise payable to executives if only financial goals were considered.

The 2017 Performance-Based Bonus Plan was structured to balance financial rewards and business risks by including multiple Company performance measures. Additionally, NEOs, excludingThe Compensation Committee, at its discretion, reserves the CEO andright to adjust downward any bonus payments proposed for an NEO. Actual bonus payments are subject to the President and COO, whose goals were all company-wide goals, wereCompany having satisfied any regulatory capital requirement administered by the federal banking agencies. Amounts paid out as bonuses are also assigned individual and departmental goals. The 2015 Performance-Based Bonus Plan is subject to our Executive Recovery Policy, which provides for the claw backclawback of executive compensation if certain triggering events occur. The target award opportunitySee “Clawbacks for each NEO is expressed as a percentage of base salary.any Restatement; Executive Compensation Recovery Policy”.

Under the 2015 Performance-Based Bonus Plan, executives were eligible to earn formula-based incentive compensation as follows: ·     75% of the Performance-Based Bonus Plan is based on financial metrics that are readily comparable to peer banks to measure the Company’s performance against its peers. ·     25% of the Performance-Based Bonus Plan is based on non-formulaicstrategic objectives focused on the Company’s business model and strategy that are not readily comparable to other banks. Achievement of strategic objectives is capped and cannot be above the achievement level of the financial metrics and accordingly, this portion of the incentive plan can only serve to reduce compensation that would otherwise be payable based on achievement of financial metrics. Moreover, the Company has historically never measured itself at 100% for achievement of strategic objectives and this measure has each year reduced the annual incentive compensation that was payable based on pure financial performance.

20152017 Financial Metrics for Performance-Based Bonus

The 75% portion of the Performance-Based Bonus Plan attributable to Corporate Goals is tied to the achievement of certain financial metrics. In 2017, those metrics include the Company’s diluted earnings per share and growth in total loans, with the following weighting:

·

The 75% portionTo reinforce the importance of profitability, the Performance-Based Bonus Plan for 2015 is based onCompany increased the achievement of certain corporate goals and financial metrics that were weighted as follows: ·    50% weighting onassigned to achieving target diluted earnings per share to 75%, as compared to 50% in 2016; and

20152017 Financial Metrics Results

Results: Diluted Earnings Per Share

The 20152017 financial objectivesobjective included a 50%75% weighting based on achieving target diluted earnings per share (“EPS”) of $2.62.$3.20, an increase of 8% from 2016. A threshold of 50% achievement would be achieved if diluted earnings were $2.52at $3.09 per share with no credit given for diluted earnings less than that amount. A maximum achievement of 200% would be achieved if diluted earnings per share were $2.71 per share$3.32 or more.

The targetCompany recognizes that the growth of diluted earnings per share goal of $2.62 was determined based on the Company’s annual financial budget for 2015. This goal was in line with analysts’ expectations for the Company for 2015. The Company was required to achieve increased diluted earnings per share in 2015 for a sixth consecutive year and exceed analysts’ expectations for the majority of the banks included in our 2015 Peer Group. See “Compensation Discussion and Analysis – 2015 Financial Performance Highlights” for further details. The Company recognizes that diluted earnings per share growth is an important metric for stockholders to measure the Company’s performance. It believesWe believe that including this metric as a performance measurement aligns the interests of management and those of the stockholders.

Actual The target diluted earnings per share goal of $3.20 was determined based on the Company’s annual financial budget for 2017. This goal was challenging as it required the Company to increase diluted earnings per share for 2015 were $2.66, which resulted in 144% achievement of this goal. For 2015,the eighth consecutive year and at a rate above what analysts projected for our Peer Group. We exceeded analysts’ expectations by achieving diluted earnings per share increased 10.4% compared toof $3.47 and adjusted diluted earnings per share of $3.46, higher than our target. When calculating the 5.3% medianactual operating performance, we have historically excluded the impact of non-recurring items that are non-operating in nature. For 2017, we excluded the gains on sales of a commercial property and a business unit, and the nonrecurring impact from the enactment of the Tax Cuts and Jobs Act. Our 2017 adjusted diluted earnings per share of $3.46 represented an increase and 6.9% averageof 16% from 2016. Overall, our year-to-year increase in diluted earnings per share growth ofis at the 59^th percentile relative to our Peer Group in 2015. We were at the 71thpercentile of our Peer Group forGroup. Our above-target adjusted diluted earnings per share growth. Diluted earnings per share goalof $3.46 resulted in 200% achievement is discussed in further detail at “Compensation Discussion and Analysis – 2015of this goal.

2017 Financial Performance Highlights.”

Metrics Results: Growth in Total Loans

The 20152017 financial objectives included a 25% weighting based on achieving growth in total loans to $23.55 billion.$27.59 billion, or an increase of 8% year-over-year. Net interest income is the largest component of revenue for most banks, including our Bank and those in our Peer Group. As such, the ability to grow loans and increase net interest income is an important financial metric by which to measure performance. A threshold of 50% achievement would be achieved if loans grew to $22.89$26.56 billion, with no credit given if loans were less than that amount. A maximum achievement of 200% would be achieved if loans grew to $24.42$28.62 billion or more in 2015.2017. The goal was set to increase loans at a rate above analysts’ projections for our Peer Group.

The target was determined based on the Company’s annual financial budget for 2015. Loan growth in this highly competitive environment was, we believed, possible in part due to the bridge infrastructure that the Company has built and continued to develop. Our goal was to grow the loan portfolio in a safe and prudent manner. Our loan growth goal was

challenging in light of our financial metric goals of maintaining a lower NPA/total asset ratio than our Peer Group and maintaining a ROA above our Peer Group, which requires that loan growth be achieved with a pricing discipline to avoid loan growth that results from “buying” market share, and the ongoing run-off of the covered loan portfolio, which reduces the impact of any organic loan growth.

Actual totalTotal loans totaled $24.60were $29.05 billion as of December 31, 2015, resulting2017, represented a growth of 14% from 2016, compared to a 6% median loan growth for our Peer Group in 2017. This resulted in a 200% achievement of the loan growththis goal. The Company was pleased its bridge banking model achievedit was able to achieve results aboveconsistent with expectations while maintaining pricing and credit quality discipline. The increase in loans was largely driven by balanced and diversified loan originations inconsisting of commercial, consumer as well as commercial real estate loans, commercial loans and consumer loans. Commercial loan growth, particularly in California, our largest market, is where the Company’s bridge model with its strong focus on imports, exports and cross-border investments, is well aligned to national and local trends and business opportunities.

NPA/Total Assets RatioSummary Results of Financial Metrics

The 2015table below outlines the financial objectives includedmetrics and actual results for 2017.

Financial Metrics		Weighting		Threshold				Target				Maximum				2017 Result				Metric Achievement
Earnings per Share (EPS)		75%		$	3.09			$	3.20			$	3.32			$	3.46	*		200	%
Total Loans (in Billions)		25%		$	26.56			$	27.59			$	28.62			$	29.05			200	%
Total for Financial Metrics																				200	%

*2017 adjusted EPS was $3.46 compared to GAAP EPS of $3.47. 2017 adjusted EPS excludes $0.30 in gains on sales of bank premises and a 25% weighting based on achieving a Non-Performing Assets/total assets ratio (“NPA/total assets”) of less than 0.68%. The target level was set to equal the Company’s ratio as of the end of the prior year, which ratio was better than the year-end average of its Peer Group. This financial metric aligned with risk management goals of ensuring that growth was accomplished in a prudent way. This goal also had strategic significance because the Company believes a low NPA/total assets ratio is important in maintaining the confidence of both domestic and international customers, and regulators with respect to the Company’s financial strength. This not only helps retain and attract customers but also provides regulators the comfort level to allow continued expansion of our footprint bothbusiness unit in the U.S.first and third quarters of 2017, respectively, and the new tax law and increase in Asia. A thresholdprovision for income tax in the fourth quarter of 50% achievement would be achieved if2017, resulting from the NPA/totalrevaluation of deferred tax assets ratio was less than 0.88%. However, if the ratio was above 0.88%, there would be no credit given toward bonus goals. Our NPA/total assets ratio as of December 31, 2015 was 0.40%, which resulted in 200% achievement of this goal. This ratio was also better than the Peer Group average for 2015 of 0.61%.$0.29.

 

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20152017 Strategic ObjectivesGoals for Performance-Based Bonus

The 25% portion of the Performance-Based Bonus Plan attributable to Corporate Goals was based on the achievement of certain strategic initiatives tied to building the Company’s platform and positioning it for sustained future growth. The 2017 strategic goals were focused on three areas with the following weightings:

 

·

TheTo align with our strategic focus of managing risks and building a foundation for future growth, a 50% weighting was assigned to enhancing the Company’s BSA/AML & OFAC programs and risk management;

·

A 25% portion of the Performance-Based Bonus Plan for 2015weighting was based on the achievement of strategic objectives tiedassigned to building the Company’s platformbridge banking; and positioning it

·

A 25% weighting was assigned for sustained future growth. Those strategic objectives were focused on three areas: ·     33% on bridge banking ·     33% on enhancing consumer banking ·     34% on upgrading talent leadership and engagement, consistent with the Company’s business model. leadership.

 

2015The Compensation Committee recognizes that strategic goals are not readily quantified in the same way as the financial metrics, and have more inherent subjectivity in their measurement. In light of these considerations, it has been the Compensation Committee’s practice to limit the achievement of strategic goals to no more than the percentage achieved for the financial goals, even if the Company achieved the maximum level of performance for any of the strategic goals.

2017 Strategic ObjectivesGoals Results

 

The determination with respect to the achievement of these strategic initiatives was made byAt its March 2018 meeting, the Compensation Committee, in February 2015, after consultation with the CEO.CEO, made an assessment as to whether the Company’s strategic goals were achieved. The developmentgoal relating to enhancing BSA/AML & OFAC programs and risk management was measured based on the Company’s effective completion of tasks related to its BSA/AML & OFAC programs, and the enhancements of its risk management and enterprise risk management programs. The growth in bridge banking was measured based on internal goals set to increase the number of customersimprove our internal processes and the development of new resourcesprograms to better support cross-border customers. The leveraginggoal of branches considered commercialtalent and consumer loan referralsleadership development was measured by efforts on succession planning as well as customer service and deposits. The goal of employee development and retention was measured by taking into account turnover of employees with strong performance reviews and growth and development of internal talent.key talent retention.

 

Since achievement of the strategic goals cannot be readily compared to the performance of peer banks and such goals have more subjectivity in their measurement, the Compensation Committee has capped the level of achievement of the strategic goals at the level of achievement of the financial performance goals for purposes of calculating incentive compensation. Thus, the achievement of the strategic goals can only decrease and cannot increase the incentive compensation potential of the officers. Ever since the Compensation Committee implemented separate non-financial strategic goals, these goals have reduced the compensation that would have otherwise been paid based solely on financial metrics.

Although theWhile strategic goals by their nature are longlonger term goals and good efforts werethe Company has made significant progress in each area, the CEO recommended toshared with the Compensation Committee that the progress towards the strategic goals could have been advanced further in 2015 did not move as quickly as desired.2017. After discussion with the CEO, the Compensation Committee determined that achievement of these strategic goals to be 87%was at 89%.Specifically, while the strategic goal to upgrade talent, leadershipof BSA/AML & OFAC and engagementrisk management was achieved and exceeded (113%);at 100%, the strategic goals of building bridge banking (90%) and enhancing consumer banking (58%)talent and leadership were onlyeach met in part.part, with achievement at 75% and 82.5%, respectively.

 

Performance-Based Bonus Awards for NEOs

 

In 2015,2017, using the above discussed performance goals, the Company achieved 151%172.3% of the target corporate goalsCorporate Goals, consisting of 172%200% achievement of corporatethe financial metrics (75% weighting) and 87%89% achievement of strategic metrics (25% weighting). The strong overall goal achievement of 151% of the target goals reflects performance substantially better than our Peer Group with earnings per share (“EPS”) growth of 10.4% compared to our Peer Group median earnings per share growth average of 5.3%; return on equity (“ROE”) of 12.74% substantially above the Peer Group median of 8.21%; return on assets (“ROA”) of 1.27% substantially above the Peer Group median of 1.00%. The strong overall goal achievement at above target levels benefitted stockholders and is, we believe, a contributing factor to our one-year TSR, which was 9.5% as compared to the Peer Group one-year TSR of 5.9%.

The performance-based bonus awards for

All NEOs except the CEO and the President and COOChief Operating Officer, were based solelyevaluated on the achievementindividual and departmental goals as part of the corporate goals listed above.their 2017 Performance-Based Bonus Plan. For the CFO and the Chief Risk Officer and Officer/General Counsel, 50% of their performance-based bonus was based on the achievement of the corporate goals listedCorporate Goals as described above and 50% was based on individual and department goals. For the Head of International and Commercial Banking, 30% of his performance-based bonus was based on the achievement of the corporate goals listed aboveCorporate Goals and 70% was based on individual and department goals. The payment of these bonuses is also subject to the Company satisfying the regulatory capital requirement administeredIndividual and departmental goals vary by individual and are set by the federal banking agencies to be well-capitalized. In addition,CEO, in conjunction with the Compensation Committee reserves sole discretion to reduce bonus payments downward.Committee.

 

Long-Term Performance Awards for CEO and President and COO

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On July 26, 2011, the Company’s Compensation Committee approved Long-Term Performance awards for the CEO, and the President and COO that were payable in part in 2015. The Long-Term Performance awards were intended in large part to recognize and reward these executives with completing the transformational FDIC assisted acquisition of United Commercial Bank in 2009. However, performance measures were established and the payments were deferred until the transformational acquisition also provided tangible benefit to shareholders through higher than peer stock price appreciation through and after the end of integration and end of the FDIC loss share period. The Long-Term Performance awards were as follows:

·

the CEO will receive a $2.5 million cash payment on each of October 31, 2015 and on March 31, 2016 subject to (a) the Company meeting certain long-term performance criteria; and (b) he being employed by the Company as CEO, Chairman or Non-Executive Chairman;

·

the President and COO will receive a $1.25 million cash payment on each of October 31, 2015 and on March 31, 2016 subject to (a) the Company meeting certain long-term performance criteria; and (b) she being employed by the Company;

The long-term criteria for the October 2015 and March 2016 performance payouts were as follows: (a) the Company satisfies applicable regulatory requirements for well-capitalized banks at the end of each fiscal year through the date of payment and (b) the Company achieves a minimum of the 60th percentile of TSR for its peer group from November 6, 2009 (the date of the transformational acquisition of the United Commercial Bank) through the last day of the year prior to the 2015 and 2016 payment dates.

From November 6, 2009 to December 31, 2014, the Company’s TSR result was 380.72, and thus far exceeded the 60^th percentile of TSR for the 2014 Peer Group, which was 109.77.⁸ Accordingly, on October 31, 2015, the CEO received a $2.5 million cash payment and the President and COO received a $1.25 million cash payment because their performance goals had been met and they were still employed by the Company. Moreover, the Company concluded that the CEO’s $2.5 million cash payment and the President and COO’s $1.25 million cash payment was due and payable on March 31, 2016, since both the performance goals and employment requirements with the Company were again met. Specifically, from November 6, 2009 to December 31, 2015, the Company’s TSR was 426.31, and again far exceeded the 60^th percentile of TSR for the 2015 Peer Group, which was 118.44.⁸

 

Long Term Incentive (“LTI”) Awards

 

LTI awards are compensation awards that provide a strong link between the returndesigned to our stockholders andtie the compensation of our executives. The Compensation Committee determined it was appropriateexecutives to award performance-based Restricted Stock Units (“RSUs”) in 2015. The performance period was three years for the awards granted in 2015, similar to the awards granted in the prior year. The Compensation Committee believes that this practice further aligns our compensation program with the best practices for LTI awards and reflects an appropriate balance between financial reward and performance.

LTIstockholder returns. These awards are generally granted in the first quarter of each year, which allowsallowing the Compensation Committee adequate time to evaluate prior year performance. The timing of the grants generally follows the filing of the Company’s annual report of the Company on Form 10-K and occurs before the start of the Company’s “blackout period”period,” during which insiders may not engage in Company stock transactions. The Company’s blackout periods generally start ten days before the end of each quarter. LTI awards are granted under the Company’s 19982016 Stock Incentive Plan as amended, which is the Company’s omnibus stockholder-approved plan for equity awards to employees.

Similar to the 2016 LTI grant, 100% of the value of the 2017 LTI awards granted to the NEOs was comprised of Restricted Stock Units (“RSUs”) subject to a performance period of three (3) years (January 1, 2017 through December 31, 2019), and is payable at the end of the three-year period. An NEO may annually earn a “target” amount of RSUs equal to one third of the total RSUs granted. The actual number of RSUs earned, however, may be higher or lower than the target amount, and depending on the Company’s financial performance that year relative to the Long Term Performance Peer Group, can range from 0% to 200% of the target RSUs as described below. The Compensation Committee believes this practice further aligns our compensation program with industry best practices for LTI awards, and reflects an appropriate balance between financial reward and long-term performance.

The financial performance metrics we use for the LTI award – ROA, ROE and TSR – are common indicators of value creation and serve to focus management’s attention on enhancing results in these areas. ROE is a direct measurement of the return on capital. The Company believes that for long-term strategy and sustainability, ROA is an important and prudent metric, reflecting the Company’s ability to execute on its long term business model. TSR measures the movement of the Company’s stock price and dividends paid over time. The TSR metric underscores the connection between executive pay and stockholder interests by measuring our ability to provide a greater return to our stockholders than our competitors.

We set the “target” level of RSUs that could be earned in a given year at the median, or 50^th percentile, of the ROA, ROE and TSR ratios of the Long Term Performance Peer Group. We believe these are challenging goals because of strong competition within the Long Term Performance Peer Group. The actual RSUs that are earned in a given year may be higher or lower than the target amount of RSUs if performance is better (or worse) relative to the Long Term Performance Peer Group. ROA, ROE and TSR ratios of less than the 50^th percentile will proportionately reduce the amount of RSUs earned in that year, and no RSU is earned if the ratios put the Company at less than the 30^th percentile of the Long Term Performance Peer Group. A maximum of 200% award relative to the “target” level of RSUs will be earned for performance at or above the 80^th percentile, and the award is prorated between 100% and 200% for performance between the 50^th and 80^th percentiles. The table below illustrates the relative weighting assigned to each financial metric and the performance required to achieve payouts.

Metric		Weighting			Threshold (50% payout)		Target (100% payout)		Maximum (200% payout)
ROA		37.5	%		30th percentile		50th percentile		>=80th percentile
ROE		37.5	%		30th percentile		50th percentile		>=80th percentile
TSR		25	%		30th percentile		50th percentile		>=80th percentile

The Company calculates the aggregate grant date fair value of awards at the date of grant in accordance with the same standard it applies for financial accounting purposes.

⁸ Source from SNL Financial LC.

Consistent with SEC regulations, the grant date fair value of 20152017 LTI award equity grants for the NEOs are presented in the Summary Compensation Table and 20152017 Grants of Plan-Based Awards table. Total outstanding unexercised or unvested LTI grants are shown in the 20152017 Outstanding Equity Awards table.

 

The final 2017 pay mix for our NEOs highlights the Company’s commitment to align compensation outcomes to results, and underscores our compensation philosophy of placing significant emphasis on at-risk, performance-based pay. In 2015, 100%,2017, over 80% of the LTI grants wereCEO’s target pay was at risk and hadlinked to performance-based goals. As noted elsewhere, in 2015 100%outcomes. For the other NEOs, a range of the LTI grants also are55% to 76% of target pay (on average, 64%) was at risk and have performance-based goals. Our goals are similar to most of our peers using long-term performance goals relative to peers, such that they also set target levels at the peer level, and increase or decrease the award if performance is better or worse than peers. Unlike many of our peers, 100% of the long-term compensation of our NEOs is at risk and it is not certain whether any of it will be realized.

The financial metrics used for 2015 LTI compensation equity grants were closely tied to the strategic and risk management goals of the Company. The vesting for the 2015 performance-based RSUs is subject to meeting the three-year service condition ending March 7, 2018 and pre-establisheddirect performance goals in each of the three years with the last performance period ending on December 31, 2017. In order to meet the performance condition, the Company’s TSR, ROA and ROE must equal or exceed the 50thpercentile of the Peer Group over each year of the three-year period from January 1, 2015 through December 31, 2017. TSR, ROA and ROE ratios at the 30thpercentile results in 50% of the award being payable and the amount of the award is proportionately reduced from target for performance between the 30thand 50thpercentile. A 200% award will be given for performance at or above the 80^thpercentile with the award prorated between 100% and 200% for performance between the 50thand 80thpercentiles. No award is payable for performance below the 30thpercentile.

·

The target TSR metric is set at the 50th percentile level of the Peer Group. This is a challenging goal because of strong competition within our Peer Group. TSR is an important metric as it correlates directly with the Company’s stock price performance and is therefore aligned with stockholder interests. This metric helps ensure the Company’s business model is sustainable and an appropriate risk/reward balance is being achieved.

·

The target ROA metric is set at the 50th percentile level of the Peer Group. This is a challenging goal because of strong competition within our Peer Group. We believe that ROA is also important to our long term strategy and risk management practices. Performance targets are unlikely to be met if the Company is “buying” market share and not maintaining a pricing discipline to ensure that the Company’s business model is sustainable and an appropriate risk/reward balance is being achieved.

·

The target ROE metric is set at the 50th percentile level of the Peer Group. This is a challenging goal because of strong competition within our Peer Group. ROE is a significant metric in measuring a bank’s long term performance and is a direct measurement of profitability for stockholders. This metric helps ensure the Company’s business model is sustainable and an appropriate risk/reward balance is being achieved.

In 2015, 100% of the value of the LTI awards granted to the NEOs was comprised of performance RSUs with a three year vesting period. For all LTI awards, dividend equivalents are paid only on earned shares after the vesting periods have ended.

Selection of Metrics and Alignment with Performance

The Compensation Committee believes that the metrics set in 2015 are challenging and with the addition of a TSR component to the metrics even more closely correspond to the creation of stockholder value. As discussed above, the annual incentive metrics required a level of performance above both the Company’s prior year performance and above the level achieved by peers in order to meet the target level of performance. These challenging metrics, which at target required performance better than the prior year’s performance and peer bank performance, have been met at above target levels in each of the past few years and this has translated into strong financial performance. The Compensation Committee believes that its goal setting process is appropriate, the goals are challenging and achievement was uncertain when the goals were set. Above target performance by the Company for the past several years is the result of consistent superior performance over that time and performance in each year was above prior Company levels and better than peer performance. As noted above, the Company has increased earnings per share for seven (7) consecutive years and at a rate substantially higher than peer banks in 2015, and the Company is in the Top 4 for all banks in the United States with assets over $20 billion in terms of ROE, Top 5 in terms of ROA, and Top 6 in terms of net interest margin. Also, as noted, this superior above target performance has created stockholder value and our TSR is above our Peer Group average for the past one-year, three-year and five-year periods. The Company’s selection of goals and metrics has accordingly served to align executive pay with both Company performance and this has translated into superior TSR for stockholders.results.

 

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Benefits – Detailed Information

Retirement Programs and Perquisites

 

Our NEOs receive the same customary benefits as all other employees, including medical, dental, life, disability, and a 401(k) plan which includes company matching contributions. The NEOs are eligible to participate in the same plans and to the same extent as most other salaried employees. The Company does not currently providemaintains a non-qualified deferred compensation Plan (“Deferred Compensation Plan”) to help attract and retain executives and key employees. Two NEOs, Messrs. Guyett and Yen, participated in the Plan in 2017. Our Deferred Compensation Plan provides NEOs and other key employees the opportunity to defer a specified percentage of their annual base salary and/or their bonus under the annual cash bonus plan (in each case, up to 80%). The deferred amounts are credited to a participant’s account in which the participant is immediately vested. Participant accounts are hypothetically or “notionally” invested in one or more investment funds and adjusted for gains or losses based on the senior officers.rate of return on the assets in each notional investment fund. We do not guarantee any returns on participant contributions. A variety of investment funds are available for selection. The available investment funds used to track such notional investment returns are substantially the same as those offered under our 401(k) Plan. The Company has the discretion to make contributions to the Plan on behalf the participant. In 2017, the Company did not contribute to the Plan on behalf of its employees, including the NEOs. In addition, the Company maintains a legacy deferred compensation plan which no longer acceptshas not accepted new contributions.contributions since 2008. None of the NEOs are part of the legacy deferred compensationparticipate in this plan.

In addition, the Company sponsors a Supplemental Executive Retirement Plan (the “SERP”) which provides supplemental retirement benefits to certain NEOs. The SERP is discussed in further detail under the heading “Retirement Plans.”

Perquisites – Detailed Information

 

In general, the NEOs do not have different or greater benefits than other employees with the exception of financial planning services for the CEO,and the use of a Company-owned car for the CEO, and an automobile allowanceallowances for the President and COO and Head of International and Commercial Banking pursuant to an employment agreement entered into between him and the Company on September 7, 2005.Banking. The Compensation Committee reviews the perquisites provided to the NEOs annually as part of their overall review of executive compensation. Based on a review of competitive pay data provided by the outsideits external compensation consultants,consultant, the Compensation Committee determined that the perquisites provided in 20152017 are within an appropriate range of competitive compensation practices. Details about the NEOs perquisites, including the cost to the Company, are shown in the “Summary Compensation Table” under the “All Other Compensation” column on page 5047 together with the accompanying footnotes.

2015 COMPENSATION DECISIONS FOR NAMED EXECUTIVE OFFICERS

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The2017 Compensation Decisions for Named Executive Officers

With input from its compensation consultant, the Compensation Committee considered the following contributions and achievements were taken into consideration byin determining the Compensation Committee in making2017 compensation for the 2015 compensation decisions. The 2015 performance-basedNEOs. Performance-based bonus awards were based on 2015the financial performance of 2017 and were paid to the NEOs in February 2016.March 2018.

 

The Compensation Committee’s determination onof each of these matters was based on the recommendation of Mr. Ngthe CEO (except in the case of his own compensation), the parameters established by the executive’s employment agreement, if applicable, and the factors described below. In addition, in determining equity awards, the Compensation Committee considered its overall long-term incentive guidelines for all executives, which attempt to balance in the context of the competitive market for executive talent, the benefits of incentive compensation tied to performance of the Company’s common stock with the dilutive effect of equity compensation awards.

 

Dominic Ng

2015Dominic Ng
2017 Key AccomplishmentsAchievements	·The 2015 compensation decisions belowCompany’s record financial performance in 2017. ·     Led the Bank to record earnings of $506 million and diluted EPS of $3.47 in 2017, which reflect botha 17% increase over record earnings levels achieved in 2016. ·     Increasedreturns on average assets and equity to 1.41% and 13.71%, respectively, outperforming the long-term visionmajority of the banks in our Peer Group. ·     Delivered total loan growth of 14% and total deposit growth of 8%. ·     Leadership and governance in strengthening BSA/AML & OFAC programs, and overall risk management and all three lines of defense. ·     Strengthened our cross-border businesses and expanded our market share in key lending segments including entertainment and energy. ·     Continued efforts to ensure sustainable growth for the Company, through expansion of business lines, efforts to improve customer experience, and the ongoing efforts to develop and expand leadership capabilities critical for future growth. ·     In 2017, American Banker recognized Mr. Ng has provided and the strong financial performanceas a Consistent Performer leading East West Bank to be one of the Company ·      In 2015, he continued to chart and drive the Company’s unique long-term organizational objective to build a “financial bridge” between the United States and Greater China ·      Mr. Ng brings to the Company long experience and deep first-hand knowledge of banking practices and the banking industry in both the United States and Greater China and also of U.S.–Greater China cross-border transactions and relations. ·     Under his leadership, the Company successfully executed on its bridge strategy and achieved its sixth consecutive year of record earnings, with diluted earnings per share totaling $2.66, which constitutes an increase of $0.25 or 10% from $2.41 in 2014. Our 10% increase in diluted EPS was higher than the 2015 Peer Group’s median and average increases of 5.3% and 6.9%, respectively. ·      For the sixth year in a row, the Company substantially outperformed its peer banks. Our one, three and five-year annualized TSR were 9.5%, 27.2% and 18.4% compared to the 2015 Peer Group averages of 5.90%, 16.8% and 11.3%. ·      In 2015, the Company was in the Top 4, 5 and 6 of all FDIC-insured commercialnation’s most profitable regional banks in the country with assets over $20 billion in terms of ROE, ROA and net interest margin, respectively.while demonstrating credit discipline.1
Base Salary	·     In March 2017, after a review of Mr. Ng’s 2015 base salary was $1,000,000. Fortotal compensation level, pay mix and the fourth yearBank’s performance relative to the banks in a row, the Compensation Committee decided not to increaseour Peer Group and consideration that Mr. Ng’s base salary andhad not been adjusted in five years, the Compensation Committee approved increasing his base salary to focus on long-term and performance incentives.$1,200,000.
Performance-basedPerformance-Based Bonus	In the first quarter of 2016,·     Mr. Ng received a performance-based bonus of $1,310,000 related to the 2015 fiscal year.$2,067,600 for 2017. Mr. Ng’s performance-based bonus award was 131%172.3% of his 20152017 target bonus of 100% of base salary, and was determined based on the Company’s achievement of the corporate goalsCorporate Goals under the formula-based Performance Based Plan, as adjusted. Although the Company’s strong financial performance in 2015 was one of the best in the industry, the Compensation Committee used its downward discretion to reduce Mr. Ng’s bonus from the amount otherwise payable under the bonus formula (151% of base salary) due to regulatory matters and needing to meet regulatory expectations in BSA/AML and risk management. Performance-Based Bonus Plan.

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Long-Term IncentivesIncentive Award

In the first quarter of 2015,·     Mr. Ng received ana target LTI award of $4,000,000 of restricted stock units whichin RSUs. The award is subject to the 100% achievementperformance of challenging performance metricsthe Company on ROA, ROE and performance standards.TSR relative to the Long Term Performance Peer Group. All the LTI equity grants are subject to a three yearthree-year cliff vestingperformance schedule.

In addition, Mr. Ng received a $2.5 million cash payment on October 31, 2015, pursuant to a long-term performance award approved on July 26, 2011 by the Company’s Compensation Committee, which required the Company to satisfy applicable regulatory requirements for well-capitalized banks at the end of each fiscal year through the date of payment and achieve a minimum of the 60th percentile of TSR for its Peer Group from November 6, 2009 through the last day of the year prior to the 2015 payment date. The Company’s actual TSR from November 6, 2009 to December 31, 2014 was 380.72, which far exceed the 60th percentile of TSR for the Peer Group which was 109.77.

 

Julia S. Gouw

¹ Berry, Kate. “Consistent Performer: How Dominic Ng built East West Bank into a powerhouse” Americanbanker.com https://www.americanbanker.com/news/consistent-performer-how-dominic-ng-built-east-west-into-a-powerhouse

41

 

2015Gregory L. Guyett
2017 Key AccomplishmentsAchievements	·Contributions     The Company’s record financial performance in 2017. ·     Record growth in specialized industry lending verticals to sustained strong performance on Company-wide objectives over the long term and$4.5 billion, up 29%. ·     Improved efficiency ratio to 45.9%. ·     Implemented globally consistent standards to focus on stockholder value.a strong operational infrastructure. ·The Company’s strong overall goal achievement of the target goals reflects performance substantially better than the Peer Group.     Continued investment in employee engagement by actively promoting open communication through employee activities and town hall meetings.
Base Salary	Ms. Gouw’s 2015·     Mr. Guyett’s 2017 base salary was $601,005. The base salary was not increased for 2016 due to a pre-planned retirement and was also unchanged in 2015. $750,000.
Performance-basedPerformance-Based Bonus	In the first quarter of 2016, Ms. Gouw ·     Mr. Guyett received a performance-based bonus of $707,518 related to the 2015 fiscal year. Ms. Gouw’s$1,292,250 for 2017. Mr. Guyett’s performance-based bonus award was 118%172.3% of her 2015his 2017 target bonus of 100% of base salary, and was determined based on the Company’s achievement of the corporate goalsCorporate Goals under the formula-based Performance Based Plan, as adjusted. Although the Company’s strong financial performance in 2015 was one of the best in the industry, the Compensation Committee used its downward discretion to reduce Ms. Gouw’s bonus from the amount otherwise payable under the bonus formula (151% of base salary) due to regulatory matters and needing to meet regulatory expectations in BSA/AML and risk management.Performance-Based Bonus Plan.
Long-Term IncentivesIncentive Award	In the first quarter of 2015, Ms. Gouw·     Mr. Guyett received ana target LTI award of $650,000 of restricted stock units which$2,200,000 in RSUs. The award is subject to the 100% achievementperformance of challenging performance metricsthe Company on ROA, ROE and performance standards.TSR relative to the Long Term Performance Peer Group. All the LTI equity grants are subject to a three yearthree-year cliff vestingperformance schedule. In addition, Ms. Gouw received a $1.25 million cash payment on October 31, 2015, pursuant to a long-term performance award approved on July 26, 2011 by the Company’s Compensation Committee, which required the Company to satisfy applicable regulatory requirements for well-capitalized banks at the end of each fiscal year through the date of payment and achieve a minimum of the 60th percentile of TSR for its Peer Group from November 6, 2009 through the last day of the year prior to the 2015 payment date. The Company’s actual TSR from November 6, 2009 to December 31, 2014 was 380.72, which far exceed the 60th percentile of TSR for the Peer Group which was 109.77.

 

43 

Douglas P. Krause

2015Irene H. Oh
2017 Key AccomplishmentsAchievements	·     Contributions to sustained strongThe Company’s record financial performance on Company-wide objectives over the long term and focus on stockholder value.in 2017. ·     Continued focus on enterprise-wide risk managementLed efforts to achieve continued upper quartile profitability and compliance.efficiency relative to the banks in our Peer Group, while meeting internal loan mix and liquidity guidelines. ·     ReductionAdvanced accounting, finance, and financial reporting and planning capabilities to meet the expanding needs of legal expenses and management of legal, compliance, risk management, governance and other matters.the Company.
Base Salary	Mr. Krause’s 2015·     Ms. Oh’s 2017 base salary was $375,000. The base salary was not increased for 2016 and was also unchanged in 2015.$460,000.
Performance-basedPerformance-Based Bonus	In the first quarter of 2016, Mr. Krause·     Ms. Oh received a performance-based bonus of $214,875 related to the 2015 fiscal year. Mr. Krause’s$429,962 for 2017. Ms. Oh’s performance-based bonus award was 96%133.53% of his 2015her 2017 target bonus.bonus of 70% of base salary. 50% of the possible bonus amount was determined based on the Company’s achievement of the corporate goalsCorporate Goals under the formula-based Performance BasedPerformance-Based Bonus Plan, and goal achievement of these goals was 151%. 50% of the possible bonus amountbalance was based on the achievement of individual and department goals, which were rated overall at 40% due to regulatory matters and needing to meet regulatory expectations in BSA/AML and risk management.   goals.
Long-Term IncentivesIncentive Award	In the first quarter of 2015, Mr. Krause·     Ms. Oh received an LTI award of $225,000 of restricted stock units which$350,000 in RSUs. The award is subject to the 100% achievementperformance of challenging performance metricsthe Company on ROA, ROE and performance standards.TSR relative to the Long Term Performance Peer Group. All the LTI equity grants are subject to a three yearthree-year cliff vestingperformance schedule.

 

42

Irene H. Oh

 

2015Douglas P. Krause
2017 Key Accomplishments Achievements	·     Contributions to sustained strongThe Company’s record financial performance on Company-wide objectives over the long term and focus on stockholder valuein 2017. ·     Provided strong leadership, assumed additional responsibilities;Strengthened and enhanced discipline around revenue opportunities; department goals achieved at above target levelsmatured the Company’s BSA/AML & OFAC programs. ·     Enhanced the Company’s enterprise risk management, corporate compliance and governance programs. Decreased nonperforming asset and classified loan ratios and strengthened the special assets department.
Base Salary	Ms. Oh’s 2015·     Mr. Krause’s 2017 base salary was $403,090. Her 2016 salary will be increased by 6%, to $430,000. The Compensation Committee took into consideration her strong leadership, external market standards and internal parity.$420,000.
Performance-basedPerformance-Based Bonus	In the first quarter of 2016, Ms. Oh·     Mr. Krause received a performance-based bonus of $366,257 related to the 2015 fiscal year. Ms. Oh’s$407,946 for 2017. Mr. Krause’s performance-based bonus award was 151%138.75% of her 2015his 2017 target bonus andof 70% of base salary. 50% of the possible bonus amount was determined based on the Company’s achievement of the corporate goalsCorporate Goals under the formula-based Performance BasedPerformance-Based Bonus Plan, and the balance was based on the achievement of individual and department goals.
Long-Term IncentivesIncentive Award	In the first quarter of 2015, Ms. Oh·     Mr. Krause received ana target LTI award of $250,000 of restricted stock units which$350,000 in RSUs. The award is subject to the 100% achievementperformance of challenging performance metricsthe Company on ROA, ROE and performance standards.TSR relative to the Long Term Performance Peer Group. All the LTI equity grants are subject to a three yearthree-year cliff vestingperformance schedule.

 

44 

Andy Yen

2015Andy Yen
2017 Key AccomplishmentsAchievements	·     Enhanced theThe Company’s bridge banking platformrecord financial performance in 2017. ·     ExpandedOversaw strong growth in commercial loans in the customer baseU.S. and the capabilities of the Company’sin deposits in Greater China, and Hong Kong operationswhile growing profitability. ·     Expanded the customer baseMaintained strong overall risk management, compliance and capabilitiesgovernance in our Greater China operations and U.S. commercial banking units. ·     Facilitated a smooth transition of the Company’s U.S. Commercial Banking department.leadership to our new CEO of Greater China.
Base Salary	·Mr. Yen’s 20152017 base salary was $370,977. His 2016 salary will be increased by 7%, to $400,000. The Compensation Committee took into consideration external market standards and internal parity.$405,000.
Performance-basedPerformance-Based Bonus	In the first quarter of 2016,·     Mr. Yen received a performance-based bonus of $196,828 related to the 2015 fiscal year.$199,868 for 2017. Mr. Yen’s performance-based bonus award was 105%98.70% of his 20152017 target bonus andof 50% of base salary. 30% of the possible bonus amount was determined based on the Company’s achievement of the corporate goalsCorporate Goals under the formula-based Performance BasedPerformance-Based Bonus Plan, and the balance was based on the achievement of individual and department goals.
Long-Term IncentivesIncentive Award	In the first quarter of 2015,·     Mr. Yen received an LTI award of $275,000$285,000 in RSUs. The award is subject to the performance of restricted stock units.the Company on ROA, ROE and TSR relative to the Long Term Performance Peer Group. All the LTI equity grants are subject to a three yearthree-year cliff vestingperformance schedule. (Mr. Yen was not an NEO in 2015, so he was not awarded performance shares in 2015.)

 

43

 

2016 EXECUTIVE COMPENSATION PROGRAM DECISIONS

2018 Executive Compensation Program Decisions

 

The Compensation Committee met in February 2016 and made decisions with respectMarch 2018 to discuss parameters of the 2018 executive compensation program for 2016 with respect to our NEOs.program. Consistent with the long term strategyfocus and risk management practices of the Company, and consistent with recent governance andthe Compensation Committee approved a compensation trends, the Company reduced the proportion of potential short term incentives and increased the proportion of potential long-term incentives.program that continues to reinforce our pay for performance philosophy. These compensation decisions, which will be described in more detail in next year’s Compensation Discussion &and Analysis, are summarized as follows:

The following salary decisions were made: Ms. Oh’s salary was adjusted to $430,000$550,000, Mr. Krause’s salary was adjusted to $480,000, and Mr. Yen’s salary was adjusted to $400,000,$413,100, while the salaries of the other NEOs againMessrs. Ng and Guyett remained unchanged.

 

Metrics forFor the 2018 Performance-Based Bonus Plan, the Company’s Corporate Goals will consist of financial objectives formetrics as well as strategic goals. Financial metrics will again comprise 75%, while the 2016 performance-based bonus planbalance will be earnings per sharebased on the attainment of the Company’s strategic goals. The 2018 financial metrics include diluted EPS with a 50% weight, and totalweighting, loan growth (excluding strategy loan sales) with a 50% weight. These goals continue15% weighting, deposit growth with a 15% weighting and, average quarterly non-performing assets to be closely tied to the strategic goals of the Company. The goals are each settotal assets with challenging targets. In order to meet the target goals set for earnings per share and loan growth, the performance of the Company must be substantially better than the projected performance of peers. These financial metrics will be given an overall 75%a 20% weighting.

 

·

The diluted earnings per share target metric The weighting of $2.82 represents a 6% increase in diluted earnings per share. Our target increase of 6% is in line with analysts’ expectations. A threshold goal of $2.74 per share, which represents a 3% increase from 2015, has been set, at which point 50% credit for goal achievement is given; no credit is given for diluted earnings per share below this level. 200% credit is given for goal achievement if earnings reach $2.90 per share, which would represent a 9% increase in diluted earnings per share from 2015.

·

Continuing to increase earnings at or above the rate of our peers is a particularly challenging goal in light of the fact that we have already achieved seven consecutive years of increased earnings per share and six years in a row of record earnings. It is also challenging with the reduction to earnings from the drop in accretion income from prior failed bank purchases and increased expenses due to our Written Agreement with the Federal Reserve Bank of San Francisco dated November 9, 2015 to enhance our BSA/AML program. It is challenging for an already high-performing bank to continue to increase earnings per share faster than peers and especially in light of the factors referenced above.

·

The loan growth metric of $25.60 billion of loans represents an 8% increase in loans from December 31, 2015. The calculation of achievement of this loan growth metric will exclude the effect of any potential loan sales because the focus of the metric is the Company’s ability to originate loans. A threshold goal of $24.89 billion

of loans, a 5% increase, has been set, at which point 50% credit for goal achievement is given; no credit is given for loan growth below this level. 200% credit is given for goal achievement if loans reach $25.60 billion, which would represent an 8% increase in loans from 2015.

·

Continuing to grow loans at a faster rate than competitors is a goal we believe possible due to the bridge market focus and infrastructure the Company has built and continues to develop. Our goal is to grow loans in a safe and prudent manner while also maintaining a lower NPA/total asset ratio than our peers. Our loan growth goal should also be considered in relation to our financial metric goal of maintaining a ROA that is above peers which requires that loan growth be done with a pricing discipline to ensure that loan growth is not the result of “buying” market share.

Metrics used for strategic objectives considered underof 25% of the 2016 performance-based bonus plan were set at a 25% weighting, the same as in 2015.Corporate Goals, remained unchanged from 2017. These are not financial metrics butstrategic goals are important measurement tools for the Company to continue to focus on its risk management practices and core business strategies. The 25% weighting based on the achievement of risk management and strategic initiatives is tied to building the Company’s platform and positioning it for sustained growth in the future. The goals will be focused in three areas: 60% on BSA/AML andfive strategic areas including risk management, 20% on bridge banking, core capabilities, expansion of services and 20% on talent and leadership in all areasmanagement. Each of the Companycorporate goals is assigned an equal weighting.

     Under the 2018 Performance-Based Bonus Plan, the Committee approved target incentives equal to 80% of salary for Ms. Oh and Mr. Krause and target incentives consistent with 2017 for the business model.other NEOs.

 

·

The BSA/AML and risk management strategic goal will be measured by the achievement of tasks under the BSA/AML written agreement with the Federal Reserve Board and the enhancement of the Bank’s overall risk management.

100% of the LTI awards granted in 2016 have challenging goals over a three-year performance period. LTI awards at 100% achievement were granted in the following amounts: Mr. Ng—$4,000,000; Mr. Krause—$350,000; Ms. Oh—$350,000; and Mr. Yen—$275,000. Due to a pre-planned retirement effective March 31, 2016, Ms. Gouw did not receive an LTI grant in 2016. The LTI awards of Messrs. Ng, Krause and Yen and of Ms. Oh2018 are subject to the satisfaction of the Company’s annual performance metrics for each year of the three-year period (January 1, 2018 through December 31, 2020), and are payable only at the end of the three-year period. At 100%, or “target,” achievement, of challengingthe NEOs would earn the following equivalent amount in RSUs: Mr. Ng - $4,500,000; Mr. Guyett - $2,200,000; Ms. Oh - $700,000; Mr. Krause - $500,000; and Mr. Yen - $230,000. The specific performance metrics and performance standards are as described below. All LTI awards comply with IRC Section 162(m) and are subject to a three year cliff vesting schedule.follows:

 

·

The financial metrics used for 2016the 2018 LTI compensation equity grants continue to beawards are closely tied to the long-term financial performance that reflect the achievement of strategic and risk management goals of the Company toCompany. We continue to build its bridge platform. In order to earn the full restricted stock unit award,believe that ROA, ROE and TSR are significant metrics in measuring the Company’s long-term performance and effectively align management’s interest with that of our stockholders. Similar to prior awards, the 2017 LTI award goals are based on the Company’s ROA, ROE and TSR, measured against the KBW Nasdaq Regional Banking Index, our 2018 Long Term Performance Peer Group. The ROA and TSR must equal or exceed the 50th percentile of the 2015 Peer Group over each year of the three-year period from January 1, 2016 through December 31, 2018. The ROE and ROA goals each have a 37.5% weighting, and the TSR goal has a 25% weighting.

·

In order to earn 100% of the RSU award granted, the Company’s ROA, ROE ROA and TSR must equal the 50th percentile of the Long Term Performance Peer Group in each of the three years. The threshold for earning any RSU award requires that the Company rank at least in the 30th30th percentile results inof the Long Term Performance Peer Group. At the 30th percentile, the RSU award is 50% of the “target” RSUs. If the Company does not achieve at least the 30th percentile, no RSU award being payable and the amount of the award is proportionately reduced from targetwill be earned. Awards will be earned on an interpolated schedule for performance between the 30th30th percentile at a 50% award value and 50th percentile. Nothe 50th percentile at 100% award is payable for performance below the 30th percentile.value. A 200% award will be given for performance at or above the 80th80th percentile with the award proratedinterpolated between 100% at the 50th50th percentile and 200% at the 80th80th percentile.

 

· 44

We believe that ROE, ROA and TSR are some of the most significant metrics in measuring a bank’s long term performance and the alignment of the interests of management with those of stockholders. ROE is a direct measurement of the return on stockholders’ investment. The Company believes that for long term strategy and risk management purposes, ROA is an important and prudent metric, reflecting the Company’s achievement of its long term business model. TSR measures how much the Company’s stock price has risen or fallen over time. The new relative three-year TSR metric underscores the connection between executive pay and stockholders’ interests by measuring our ability to provide greater return to our stockholders than other regional banks. The three metrics evaluated together, help ensure the Company’s business model is sustainable and an appropriate risk/reward balance is being achieved. The target for ROE, ROA and TSR metrics is set at the 50th percentile level of the 2015 Peer Group, respectively. This is a challenging goal because of strong competition within our peer group.

 

OTHER COMPENSATION POLICIES AND INFORMATION

Other Compensation Policies and Information

 

In addition to adhering to the processes described in the preceding sections, the Compensation Committee maintains a strong corporate governance culture with respect to executive compensation. ItOver the years it has adopted over the years various policies, including those described below, to further align executive compensation towith performance and what the Company believes is the best interest of thestockholders.

 

Claw backsClawbacks for Any Restatement; Executive Compensation Recovery Policy

 

The Company has adopted an Executive Compensation Recovery Policy for NEOs, which was approved by the Compensation Committee.Committee in 2012. Under this policy, all annual performance-based bonus payments and annual LTI awards willthat are based upon the Company’s financial performance may be subject to claw backclawback in the event of a restatement of the Company’s financial statements on whichstatements. The clawback will be required without regard to the performance bonus payments are based. The officerreason for the restatement, and the affected officers will be required to repay the Company the amount of any incentive payment or incentive award received in excess of what would have been paid based on the restated numbers. The claw back will be required without regard to the reason for the restatement.

 

Trading Restrictions; Pledging Stock

 

As set forthprovided in the Company’s Insider Trading Policy, it is against Company policy for all employees,any employee, including itsany executiveofficers, officer, to engage in speculative transactions in Company securities, which include but are not limited to trades in puts or calls in Company securities or selling Company securities short. In addition, under our Governance Guidelines, it is also against Company policy for NEOs to pledge their shares in the Company.Company for any purpose.

 

No Tax Gross Ups

 

We do not provide for any tax gross ups of excise or other taxes on severance payments or in connection with a change in control.

 

Tax Deductibility of Executive Compensation

 

Section 162(m) of the Code, as amended by the recently enacted Tax Cuts and Jobs Act of 2017, generally limits the tax deductibility of compensation paid by a public company to its CEO, CFO and certain other highly compensated executive officers to $1 million in the year the compensation becomes taxable to the executive. There isPrior to the amendment, there was an exception to the limit on deductibility for performance-based compensation meeting certain requirements. Under the Tax Cuts and Jobs Act of 2017, the performance-based exception has been repealed with respect to federal income taxes. The new rules generally apply to taxable years beginning after December 31, 2017, but do not apply to compensation provided pursuant to a written binding contract in effect on November 2, 2017 that is not modified in any material respect after that date. Although the Company does consider the impact of this rule when making compensation decisions, Company policy does not require all executive compensation to be tax-deductible. In the interest of flexibility and overall benefit for the Company’s stockholders, the Compensation Committee will continue to facilitate the awarding of responsible but adequate executive compensation while taking advantage of Section 162(m) whenever feasible.compensation. The Company believes that all performance-based compensation paid in 20152017 and that will be paid in future years pursuant to compensation decisions made in 20152017 should be deductible under Section 162(m). Following the legislative changes after November 2, 2017 and based on uncertainties with regard to the application of Section 162(m), as amended, there can be no assurance that amounts paid over $1 million will be deductible under Section 162(m).

Outreach to Stockholders

The Compensation Committee regularly reaches out to stockholders to solicit their views on our executive compensation program and to make management available to answer questions or address concerns based on publicly- available information. Our compensation policies and practices continue to evolve based on this input, our review of correspondence submitted by stockholders to our Board and management, our review of market practice, our consideration of the advice of the Compensation Committee’s independent compensation consultant, our review of reports issued by proxy advisory firms and the results of the most recent annual “Say-on-Pay” vote by stockholders.

 

Compensation Program Risk Analysis

 

The Compensation Committee reviewedreviews the Company’s compensation policies and practices for our NEOs as well as the incentive plans forand other employees andemployees. The Committee has determined that our incentive compensation programs are not reasonably likely to have a material adverse effect on the Company. To conduct this review, the Company completedannually completes an inventory of its incentive compensation plans and policies. This evaluation coveredcovers a wide range of practices and policies including: the balanced mix between pay elements, short term and long term programs, caps on incentive payouts, governance controls in place to establish, review and approve goals, use of multiple performance measures, Compensation Committee discretion on individual awards, use of stock ownership guidelines, use and provisions in severance/change of control policies, use of the Executive Compensation Recovery Policy and Compensation Committee oversight of compensation programs.

As described in the report below, the

The Compensation Committee also evaluated, along with the Company’s Chief Risk Officer, the conformity of the criteria and targets of our compensation program with the risk profile of the Company and whether the proposed goals or the structure of the awards might have the inadvertent effect of encouraging excessive risk or other undesirable behavior.

 

REPORT BY COMPENSATION COMMITTEE

45

Report by Compensation Committee

 

The following Compensation Committee Report is not deemed filed or incorporated by reference into any other document, including the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except tothe extent the Company specifically incorporates this Report into any such filing by reference.

The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis. Based upon this review and our discussions, the East West Bancorp, Inc. Compensation Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this 20162018 Proxy Statement and be included by reference in its Annual Report on Form 10-K for the year ended December 31, 2015.2017.

 

	THE COMPENSATION COMMITTEE
	Jack C. Liu, Chairman
	Rudolph I. Estrada
	Keith W. Renken

COMPENSATION OF NAMED EXECUTIVE OFFICERS

46

The NEOs only receive compensation for services as executive officers and employees of the Bank, and no separate compensation is paid for their services to the Company. The table below and the accompanying footnotes summarize the 2015, 20142017, 2016 and 20132015 compensation for the NEOs (other than Mr. YenGuyett for whom only 20152017 and 2016 compensation is shown as Mr. Yen was not a named executive officerGuyett commenced employment with the Company in 2014 or 2013)2016):

 

Summary Compensation Table

Summary Compensation Table

 

Name and Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards ($)(1)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)(2)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)				All Other Compensation ($) (4)				Total ($)
Dominic Ng			2015			$	1,000,000			$	-			$	4,119,935			$	-				$ 3,810,000	(5)		$	-			$	110,586			$	9,040,521
Chairman and Chief			2014				1,000,000				-				3,249,986				-				1,540,000				-				69,984				5,859,970
Executive Officer			2013				1,000,000				-				2,250,000				-				2,401,500				-				59,770				5,711,271
Julia S. Gouw			2015			$	601,005			$	-			$	669,511			$	-				$ 1,957,518	(5)		$	-			$	14,237			$	3,242,271
President and Chief			2014				598,088				-				499,981				-				912,693				-				10,882				2,021,644
Operating Officer			2013				580,667				-				600,000				-				934,184				-				18,248				2,133,099
Douglas P. Krause			2015			$	375,000			$	-			$	231,784			$	-			$	214,875			$	292,863			$	25,461			$	1,139,983
Executive Vice President,			2014				372,500				-				199,985				-				280,000				259,844				8,873				1,121,202
Chief Risk Officer,			2013				356,667				-				200,000				-				361,908				230,162				10,243				1,158,980
General Counsel and
Corporate Secretary
Irene H. Oh			2015			$	403,090			$	-			$	257,501			$	-			$	366,257			$	-			$	13,475			$	1,040,323
Executive Vice President			2014				387,500				-				199,985				-				395,000				-				9,800				992,285
and Chief Financial Officer			2013				359,228				-				225,000				-				376,988				-				18,131				979,347
Andy Yen			2015			$	370,977			$	-			$	274,976			$	-			$	196,828			$	-			$	46,433			$	889,214
Executive Vice President
and Head of International
Business Banking,
Commercial Banking

																								Change in
																								Pension Value
																								and
																								Nonqualified
																				Non-Equity				Deferred
												Stock				Option				Incentive Plan				Compensation				All Other
Name and Principal				Salary				Bonus				Awards				Awards				Compensation				Earnings				Compensation				Total
Position		Year		($)				($)				($)(1)				($)				($)(2)				($)(3)				($)(4)				($)
Dominic Ng		2017			1,165,385				-				4,146,023				-				2,067,600				-				55,076				7,434,084
Chairman and Chief		2016			1,000,000				-				3,740,175				-				3,820,000	(5)			-				111,490				8,671,665
Executive Officer		2015			1,000,000				-				4,119,935				-				3,810,000	(6)			-				110,586				9,040,521
Gregory L. Guyett		2017			750,000				-				2,280,338				-				1,292,250				-				30,361				4,352,949
President and Chief		2016			186,782	(7)			-				1,000,000				-				247,500	(7)			-				38,454				1,472,736
Operating Officer
Irene H. O h		2017			454,808				-				362,815				-				429,962				-				12,150				1,259,735
Executive Vice President		2016			425,700				-				327,282				-				401,865				-				13,562				1,168,409
and Chief Financial Officer		2015			403,090				-				257,501				-				366,257				-				13,475				1,040,323
Douglas P. Krause		2017			412,212				-				362,815				-				407,946				-				10,255				1,193,228
Executive Vice President,		2016			375,000				-				327,282				-				370,088				295,568				26,120				1,394,058
Chief Risk Officer,		2015			375,000				-				231,784				-				214,875				292,863				25,461				1,139,983
General Counsel and
Corporate Secretary
Andy Yen		2017			404,135				-				295,413				-				199,868				-				38,794				938,210
Executive Vice President		2016			395,594				-				257,156				-				192,000				-				45,389				890,139
and Head of International		2015			370,977				-				274,976				-				196,828				-				46,433				889,214
and Commercial Banking														��

 

(1)

Represents the aggregate grant date fair values of the RSUs and performance-based RSUs granted in 2015, 2014,2017, 2016 and 20132015 in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 718,Compensation—Stock Compensation.Compensation. See the Company’s Annual Report on Form 10-K, Note 1514 - Stock Compensation Plans to the Company’s Consolidated Financial Statements for the year ended December 31, 20152017 on the Company’s accounting for share-based compensation plans. With the exception of Mr. AndyGuyett’s 2016 and Mr. Yen’s 2015 restricted stock unit awards, all of the other NEO’sNEO equity awards are performance-based awards with payouts that depend on the probable outcome of the performance criteria and the price of the Company’s common stock on the award certification date. For the 2017 performance-based RSUs, assuming that the highest level of performance conditions will be achieved, the grant date fair value of the maximum awards for the NEOs would be as follows: Mr. Ng ($7,146,090), Mr. Guyett ($3,930,394), Ms. Oh ($625,348), Ms. Krause ($625,348), and Mr. Yen ($509,174).

 

(2)

Represents incentive compensation received in 2016, 20152018, 2017 and 20142016 related to fiscal years 2015, 20142017, 2016 and 2013,2015, respectively.

 

(3)

Includes the year-to-date change in the actuarial present value of the accumulated benefit under the SERP.

 

(4)

2015 “All2017 “All Other Compensation”Compensation” includes:

	Mr. Ng:	(i) Vacation cash-out of $56,731, (ii) Financial planning and administrative services of $38,695$39,600, (ii) Company’s contributions under its 401(k) plan of $12,150, and (iii) use of Company provided car; Mr. Guyett: (i) Relocation benefit of $7,024, (ii) $12,000 in car allowance and (iii) Company’s contributions under its 401(k) plan of $11,925.
	$11,337; Ms. Gouw:	(i)Oh: Company’s contributions under its 401(k) plan of $11,925.
	$12,150; Mr. Krause:	(i) Vacation cash-out of $15,865 and (ii) Company’s contributions under its 401(k) plan of $9,596.
	Ms. Oh:	(i) Company’s contributions under its 401(k) plan of $11,925.
	$10,255; Mr. Yen:	(i) Car allowance of $18,692,$18,000, (ii) Vacation cash-out of $15,994$9,615 and (iii) Company’s contributions under its 401(k) plan of $11,890.$11,179. These amounts reflect the Company’s actual costs to provide the perquisites or other personal benefits to the NEOs.

Any perquisites that were not disclosed above did not individually exceed $10,000.

 

(5)

Includes a performance-based cash awardsaward of $2,500,000 and $1,250,000 for Mr. Ng and Ms. Gouw, respectively, which were paid in October 2015 andwas approved in July 2011.2011, but not earned until March 2016. Mr. Ng received the payment in 2016 and it is therefore reported as part of his 2016 total compensation. Refer to “Compensation Discussion and Analysis – Section One – Overview and Executive Summary – Elements of Compensation: Performance-Based BonusBonus" in the Proxy Statement for Annual Meeting of Stockholders held on May 22, 2012 for additional information.2012.

 

(6)

Includes a performance-based cash award of $2,500,000 for Mr. Ng which was approved in July 2011, but not earned until October 2015. Mr. Ng received the payment in 2015 and it is therefore reported as part of his 2015 total compensation. Refer to “Compensation Discussion and Analysis – Section One – Overview and Compensation: Performance-Based Bonus" in the Proxy Statement for Annual Meeting of Stockholders held on May 22, 2012.

 

(7)

Mr. Guyett's salary and non-equity incentive compensation for 2016 reflects the commencement of his employment in 2016 and the actual days employed by the Company.

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The table below summarizes the awards granted by the Compensation Committee to the NEOs in 2015:2017:

 

2015 Grants of Plan-Based Awards

2017 Grants of Plan-Based Awards

 

				Estimated Future Payouts Under Non-Equity												Estimated Future Payouts Under Equity												Grant Date Fair
		Grant		Incentive Plan Awards(1)												Incentive Plan Awards (2)												Value of Equity
Name		Date		Threshold ($)				Target ($)				Maximum ($)				Threshold (#)				Target (#)				Maximum (#)				Award ($)(3)
Dominic Ng		3/2/2017			600,000				1,200,000				2,400,000				36,631				73,261				146,522				4,146,023
Gregory L. Guyett		3/2/2017			375,000				750,000				1,500,000				20,147				40,294				80,588				2,280,338
Irene H. Oh		3/2/2017			161,000				322,000				644,000				3,206				6,411				12,822				362,815
Douglas P. Krause		3/2/2017			147,000				294,000				588,000				3,206				6,411				12,822				362,815
Andy Yen		3/2/2017			101,250				202,500				405,000				2,610				5,220				10,440				295,413

				Estimated Future 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				Grant Date Fair
Name		Grant Date		Threshold ($)				Target ($)				Maximum ($)				Threshold (#)				Target (#)				Maximum (#)				Stock or Units (#)(3)				Value of Equity Award ($)(4)
Dominic Ng		2/27/2015		$	500,000			$	1,000,000			$	2,000,000				50,063				100,126				200,252				-				4,119,935
Julia S. Gouw		2/27/2015			300,503				601,005				1,202,010				8,136				16,271				32,542				-				669,511
Douglas P. Krause		2/27/2015			112,500				225,000				450,000				2,817				5,633				11,266				-				231,784
Irene H. Oh		2/27/2015			121,680				243,360				486,720				3,129				6,258				12,516				-				257,501
Andy Yen		2/27/2015			93,750				187,500				375,000				-				-				-				6,883				274,976

 

(1)

These grants show the potential payment for our NEOs under our formula-based Performance-Based Bonus Plan. Additional information regarding the Performance-Based Bonus Plan is discussed in the section “Compensation“Compensation Discussion and Analysis – 2015- 2017 Compensation Decisions for Named Executive Officers”Officers” in this Proxy Statement. The actual payments the NEOs received are based upon the performance attained and are included in the Non-Equity Incentive Plan Compensation column in the “Summary"Summary Compensation Table”Table" above.

 

(2)

Represents performance-based RSUs that cliff vest on February 27, 2018,March 2, 2020, assuming that the employee remains employed through such date. Vesting is subject to meeting pre-established performance goals over multiple performance periods with the last performance period ending on December 31, 2017.2019. Dividends are accrued and paid at the time of vesting.

Actual payout may range from zero to the maximum number of performance-based RSUs. Awards will be paid out 100% in stock in a number of shares equal to the number of performance-based RSUs vested. The target units represent the target number of performance-based RSUs granted on the grant date, and the Company’sCompany's TSR, ROA and ROE performance at the 50th50th percentile compared to the 2015 Peer Groupperformance of the banks comprising the KRX for each year, representing a payout of 100%. Threshold units represent the Company’s TSR, ROA and ROE performance at the 30th30th percentile compared to the 2015 Peer GroupKRX for each year, resulting in a payout of 50% of the target number of performance-based RSUs. Maximum units represent the Company’s TSR, ROA and ROE performance at the 80th80th percentile and above compared to the 2014 Peer Groupbanks comprising the KRX for each year, resulting in a payout of 200% of the target number of performance-based RSUs. The actual percentage payout would be linearly interpolated between the 30th30th percentile of the TSR, ROA and ROE performance (50% payout), the 50th50th percentile of the TSR, ROA and ROE performance (100% payout) and the 80th80th percentile of the TSR, ROA and ROE performance (200% payout). TSR is weighted at 25%, ROA and ROE are weighted equally at 37.5% each.

 

(3)

Represents RSUs that cliff vest on February 27, 2018 assuming that the employee remains employed through such date. There is no performance goal on these RSUs.

(4)

The assumptions applied in determining the grant date fair value are the same as those set forth in footnote 1 to the Summary Compensation Table.

 

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48

 

 

The table below sets forth the outstanding equity awards held by the NEOs as of December 31, 2015.2017. There were no outstanding option awards. With the exception of Mr. AndyGuyett’s outstanding restricted stock unit awards granted in 2016 and Mr. Yen’s outstanding restricted stock unit awards granted in 2015, all of the outstanding equity awards are performance-based awards with payouts that depend on the outcome of the performance criteria and the price of the Company’s common stock on the award certification date. The performance-based awards have a term of three years, and will vest based on the achievement of the applicable performance criteria.

 

Outstanding Equity Awards at December 31, 2015

Outstanding Equity Awards at December 31, 2017

				Stock Awards
																Equity Incentive
												Equity Incentive				Plan Awards:
												Plan Awards:				Market or
												Number of				Payout Value of
				Number of				Market Value				Unearned				Unearned
				Shares or Units				of Shares or				Shares, Units or				Shares or Units
				of Stock That				Units of Stocks				Other Rights				of Stocks That
				Have Not				That Have Not				That Have Not				Have Not
Name		Grant Date		Vested (#)(1)				Vested ($)(2)				Vested (#)				Vested ($)(2)
Dominic Ng		2/27/2015			180,784	(3)			10,997,091				-				-
		3/1/2016			149,526	(4)			9,095,667				85,444	(4) (5)			5,197,559
		3/2/2017			48,841	(6)			2,970,998				97,681	(5) (6)			5,941,935
Gregory L. Guyett		10/3/2016			-				-				27,390	(7)			1,666,134
		3/2/2017			26,863	(6)			1,634,076				53,725	(5) (6)			3,268,092
Irene H. Oh		2/27/2015			11,300	(3)			687,379				-				-
		3/1/2016			13,085	(4)			795,961				7,477	(4) (5)			454,826
		3/2/2017			4,274	(6)			259,987				8,548	(5) (6)			519,975
Douglas P. Krause		2/27/2015			10,171	(3)			618,702				-				-
		3/1/2016			13,085	(4)			795,961				7,477	(4) (5)			454,826
		3/2/2017			4,274	(6)			259,987				8,548	(5) (6)			519,975
Andy Yen		2/27/2015			-				-				6,883	(8)			418,693
		3/1/2016			10,281	(4)			625,393				5,875	(4) (5)			357,376
		3/2/2017			3,480	(6)			211,688				6,960	(5) (6)			423,377

 

				Stock Awards
Name		Grant Date		Number of Shares or Units of Stock That Have Not Vested (#)(1)				Market Value of Shares or Units of Stocks That Have Not Vested ($) (2)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stocks That Have Not Vested ($)(2)
Dominic Ng		3/7/2013			89,109	(3)		$	3,703,370				-			$	-
		3/7/2014			117,594	(4)			4,887,207				58,796	(4)(5)			2,443,562
		2/27/2015			63,998	(6)			2,659,757				133,502	(5)(6)			5,548,343
Julia S. Gouw		3/7/2013			23,762	(3)		$	987,549				-			$	-
		3/7/2014			18,091	(4)			751,862				9,046	(4)(5)			375,952
		2/27/2015			10,400	(6)			432,224				21,695	(5)(6)			901,644
Douglas P. Krause		3/7/2013			7,920	(3)		$	329,155				-			$	-
		3/7/2014			7,236	(4)			300,728				3,618	(4)(5)			150,364
		2/27/2015			3,601	(6)			149,658				7,511	(5)(6)			312,157
Irene H. Oh		3/7/2013			8,911	(3)		$	370,341				-			$	-
		3/7/2014			7,236	(4)			300,728				3,618	(4)(5)			150,364
		2/27/2015			4,000	(6)			166,240				8,344	(5)(6)			346,777
Andy Yen		3/7/2013			-			$	-				6,601	(7)		$	274,338
		3/7/2014			-				-				6,784	(7)			281,943
		2/27/2015			-				-				6,883	(7)			286,057

(1)

Represents grants of performance-based RSUs. The vesting of the performance-based RSUs is subject to meeting the three-year service condition from the grant date and pre-established performance goals in each of the three years ending December 31 of the respective fiscal year. Dividends are accrued on the performance RSUs and paid at the time of vesting.

(2)	The amounts shown represent the number of shares or units shown in the column immediately to the left multiplied by the closing price on December 31, 201529, 2017 of the Company’s common stock as reported on NASDAQ, which was $41.56.   $60.83.

(3)	This performance-based RSU granted on March 7, 2013 cliffFebruary 27, 2015 vested on March 7, 2016.  8, 2018.

(4)	This performance-based RSU granted on March 7, 20141, 2016 cliff vests on March 7, 2017,1, 2019, assuming that the employee remains employed through such date.

(5)	The ultimateReflects the maximum potential payout, but the actual number of shares ultimately paid out may vary from the amount shown on the table, with the possibility of payout, ranging from no payout to maximum payout depending on the outcome of the performance criteria.

(6)	This performance-based RSU granted on February 27, 2015March 2, 2017 cliff vests on February 27, 2018, assuming that the employee remains employed through  such date.
(7)	Includes RSUs granted on March 7, 2013, 2014 and February 27, 2015 that cliff vested or will cliff vest on March 7, 2016, 2017 and February 27, 2018, respectively,2, 2020, assuming that the employee remains employed through such date.

 

(7)

Reflects RSUs granted on October 3, 2016 that will cliff vest on October 3, 2019, assuming that the employee remains employed through such date.

(8)

Reflects RSUs granted on February 27, 2015 that vested on February 27, 2018.

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49

 

 

The following table summarizes, for the NEOs, the option exercises and stock awards vested during 2015.2017. The amounts reflected below show the number of shares acquired at the time of exercise or vesting, as applicable. The amounts reported as value realized are shown on a before-tax basis:

 

Option Exercises and Stock Vested in the 2015 Fiscal Year

Option Exercises and Stock Vested in the 2017 Fiscal Year

 

																		Option Awards								Stock Awards
																		Number of								Number of
		Option Awards								Stock Awards								Shares Acquired				Value Realized				Shares Acquired				Value Realized
Name		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($) (1)				on Exercise (#)				on Exercise ($)				on Vesting (#)				on Vesting ($)(1)
Dominic Ng			-			$	-				90,703			$	3,672,564				-				-				176,390				9,678,519
Julia S. Gouw			-				-				27,211				1,101,773
Gregory L. Guyett																			-				-				-				-
Irene H. Oh																			-				-				10,854				595,559
Douglas P. Krause			-				-				7,936				321,329				-				-				10,854				595,559
Irene H. Oh			-				-				9,071				367,285
James T. Schuler			-				-				11,338				459,076
Andy Yen																			-				-				6,784				372,238

 

(1)

The amount represents the number of shares vested multiplied by the closing price of the Company’s common stock on the NASDAQ on the vesting date. It excludes any reduction in value associated with the cancellation of shares to satisfy taxes.for tax withholding purposes.

 

The following table summarizes information about NEO participation in our nonqualified Deferred Compensation Plan, which is described on page 40 above, in the “Retirement Programs and Perquisites” section. In 2017, there were no contributions made by the Company to the Deferred Compensation Plan for the benefit of any NEOs. Messrs. Guyett and Yen were the only NEOs who participated in the Deferred Compensation Plan during 2017.

Nonqualified Deferred Compensation Table

		Executive				Registrant				Aggregate				Aggregate
		Contributions in				Contributions in				Earnings in 2017				Withdrawals /				Aggregate Balance at
Name		2017 ($)(1)				2017 ($)				($)(2)				Distributions ($)				December 31, 2017 ($)
Dominic Ng			-				-				-				-				-
Gregory L. Guyett			576,923				-				10,039				-				586,962
Irene H. Oh			-				-				-				-				-
Douglas P. Krause			-				-				-				-				-
Andy Yen			194,327				-				3,185				-				197,512

(1)

The amounts included in this column are included in the Summary Compensation Table for 2017 as “Salary.”

(2)

Reflects hypothetical or “notional” gains on account balances based on the NEO’s selected investments.

50

Retirement Plans

 

We have two retirement plans. Our 401(k) Plan (the “401(k) Plan”) is a qualified retirement plan under the Code and is open to all employees of the Company and its subsidiaries with at least three months of service.

 

We also have a Supplemental Executive Retirement Plan (“SERP”) which was established in 2001 in order to provide supplemental retirement benefits to certain employees whose contributions to the 401(k) Plan are limited under applicable Internal Revenue Service regulations. The SERP was also intended as a retention incentive to ensure the continued employment of the officers participating in the plan. At the present time, only one NEO (Chief Risk Officer and General Counsel Douglas P. Krause) is accruing benefits underAs of December 31, 2017, none of our NEOs were participants in the SERP.

 

The following table presents certain information concerning pension benefits for the NEOs under the Company’s SERP:

Pension Benefits for the 2015 Fiscal Year

Name		Plan Name				Number of Years of Credited Service (#)				Present Value of Accumulated Benefit ($)				Payments During Last Fiscal Year ($)
Julia S. Gouw			Supplemental Executive Retirement Plan				19			$	4,093,657			$	292,223
Douglas P. Krause			Supplemental Executive Retirement Plan				19				2,020,647				-

In 2001, the Board designated certain employees as eligible to participate in the SERP. Of the NEOs, Ms. Gouw and Mr. Krause are the only current participants in the SERP. Benefits under the SERP include income generally payable either commencing upon a designated retirement date until age 80 or in a discounted lump sum if previously elected on or prior to December 31, 2008. A participant will be entitled to a projected benefit equal to 50% of his or her 2001 total compensation, adjusted 3% per year for cost of living. The designated retirement date is the 20thanniversary of employment by the Company and early retirement after 15 years is permitted with lower benefits. Upon a termination of employment for “cause” prior to completing 15 years of service and prior to a change in control, the participant forfeits all benefits. SERP benefits begin to vest after 15 years of service; however vesting accelerates to 100% upon a change in control of the Company. The participant is entitled to all vested benefits in the case of a termination without “cause.” When the SERP was established, the Company purchased life insurance contracts on the participants in order to finance the cost of these benefits. Due to the tax-advantaged effect of this life insurance investment, the return on the life insurance contracts will be approximately equal to the accrued benefits to the participants under the SERP, other than in the event of accelerated vesting because of a change of control. Additionally, asAs part of the life insurance contracts purchased when the SERP was established, beneficiaries of the SERP participants would be entitled to a death benefit. As of December 31, 2015, beneficiaries of the SERP participants would be entitled to death benefits of $21,580,000 for Mr. Ng, $4,143,681 for Ms. Gouw, and $7,740,000 for Mr. Krause. Although Mr. Ng isand Mr. Krause are not currently a participantparticipants in the SERP, heeach was at the time it was established in 2001 and death benefits for his beneficiarytheir beneficiaries remain in effect.

When Ms. Gouw retired from the Company on December 31, 2008, she had 19 years of service under theSERP and was eligible for early retirement under the SERP. Ms. Gouw is currently receiving distributions under the SERP. Ms. Gouw came out of retirement on November 30, 2009, to become the President and COO of the Company following the transformational acquisition of the operations of United Commercial Bank. Under the terms of the SERP, she continues to receive the annual distributions whether or not she is an active employee of the Company or any other company.

Mr. Krause had 19 years of service under the SERP as of December 31, 2015. As of December 31, 2015, the present value2017, Mr. Ng’s beneficiaries would be entitled to death benefits of the future benefit$21,580,000 and Mr. Krause’s beneficiaries would be entitled to death benefits of $7,740,000 under the SERP after the 20thanniversary of employment calculated using an 8% discount rate, pursuant to the SERP documents, was $2,152,962 for Mr. Krause.SERP.

 

The SERP is an unfunded non-qualified plan, which means that the participants have no rights under the SERP beyond those of a general creditor of the Company, and there are no specific assets set aside by the Company in connection with the plan. There are accordingly, no assurances to the participants that upon retirement the Company will be able to pay the accrued benefits. The SERP is not an employment contract. There are no other Company plans that provide for specified retirement benefits, excluding those executives covered under the SERP and the 401(k) Plan.

Employment Agreements and Potential Payments Uponupon Termination or Change in Control

 

The Bank, the Company’s principal subsidiary, has entered into employment agreements with certain of the NEOs. This is intended to ensure that the Bank will be able to maintain a stable and competent management base.

 

CEOChief Executive Officer

 

The Bank entered into an employment agreement with its CEO, Mr. Ng, in June 1998 in connection with the sale of the Bank by its prior stockholders. This employment agreementstockholders (the “Ng Employment Agreement). The Ng Employment Agreement was reapproved by the Board and amended on March 1, 20168, 2018 to provide for a termination date of March 1, 2019.8, 2021. In addition to a base salary and bonus to be determined annually, the employment agreement provides for, among other things, use of a Company car, participation in stock benefit plans and other fringe benefits applicable to executive personnel and four weeks paid vacation per year.

 

In the event the Bank chooses to terminate Mr. Ng’s employment for any reason other than for causeCause (as defined in the employment agreement)Ng Employment Agreement), or in the event of Mr. Ng’s resignation from the Bank upon (i) failure to re-elect him to his current offices; (ii) a material change in functions, duties or responsibilities; (iii) a relocation of his principal place of employment by more than 25 miles; (iv) liquidation or dissolution of the Bank; (v) a breach of the employment agreement by the Bank; or (vi) his death or permanent disability, Mr. Ng, or, in the event of death, his beneficiary, would be entitled to receive an amount equal to the greater of (i) the remaining payments due to him and the contributions that would have been made on his behalf to any employee benefit plans of the Bank during the remaining term of the employment agreement and (ii) three times the base salary currently in effect plus three times the preceding year’s bonus.

 

Under the assumption that Mr. Ng’s employment with the Company was terminated on December 31, 20152017 for any reason other than cause,Cause, he would be entitled to receive severance payments totaling $7,047,012.$7,600,641. Also, if Mr. Ng’s employment with the Company was terminated for any reason other than cause,Cause, his outstanding and unvested stock options, time-based and performance-based RSUs would become fully vested. If Mr. Ng’s employment with the Company was terminated for any reason other than causeCause on December 31, 2015,2017, the market value of his RSUs which would accelerate in vesting is $19,242,239, respectively.

There is no employment contract with Mr. Ng that provides for any payments or early vesting of any stock options, or any RSUs upon a change of control.$34,203,249.

 

President and COOChief Operating Officer

 

Ms. Gouw does not haveOn October 5, 2016, the Company announced the appointment of Mr. Guyett as the President and Chief Operating Officer of the Company and its wholly owned subsidiary, the Bank, starting October 5, 2016. In connection with his appointment, Mr. Guyett and the Bank entered into an employment agreement, effective October 3, 2016 (the “Guyett Employment Agreement”). The Guyett Employment Agreement has an initial term of two years and is subject to annual renewal thereafter as may be agreed by the Bank’s Board of Directors and Mr. Guyett. The Guyett Employment Agreement provides that Mr. Guyett will receive an annual base salary of $750,000, and will be eligible to participate in an annual performance-based cash incentive plan, with a target bonus opportunity of 100% of the annual base salary. Mr. Guyett will also be eligible to receive annual stock grants as approved by the Board of Directors.

Also, pursuant to the Guyett Employment Agreement, on October 3, 2016, Mr. Guyett received a grant of $1,000,000 of RSUs upon his hire, granted pursuant to the Equity Plan, with a three-year cliff vesting period (the “Sign-On RSU Grant”). In addition, Mr. Guyett is also entitled to participate in all employee benefit plans and perquisite arrangements available to senior executives, relocation assistance and allowances, business expense reimbursements, and an annual car allowance of $12,000 for business-related purposes.

51

The Guyett Employment Agreement also provided that Mr. Guyett would receive, in March 2017, a grant of $2,200,000 of performance RSUs awarded pursuant to the Company’s 2016 Stock Incentive Plan (the “Equity Plan”), with a three-year cliff vesting period (the “Initial Performance RSU Grant”).

The Bank may terminate Mr. Guyett’s employment at any time for any reason or no reason at all, upon one month advance written notice. In the event of a termination of Mr. Guyett’s employment (i) by the Bank without Cause (as defined in the Guyett Employment Agreement and contingent upon Mr. Guyett’s execution and non-revocation of a general release of claim), (ii) by Mr. Guyett for Just Reason (as defined in the Guyett Employment Agreement) or (iii) if, without Mr. Guyett’s consent, (A) the Guyett Employment Agreement is not, whether initially or with respect to any other agreement providing her with severancesubsequent renewal period, renewed or any other payments in connection with her termination orapproved by the Bank’s Board of Directors (other than in connection with a change of controlfor Cause event), and (B) within one month following the end of the Company.then-current employment term, Mr. Guyett resigns from the Bank, Mr. Guyett shall be entitled to receive (1) a single lump sum severance amount as follows (a) an amount equal to two times Mr. Guyett’s then Annual Base Salary and (b) an amount equal to the annual cash bonus payout last received by Mr. Guyett and (2) any annual bonus earned but unpaid with respect to a performance year ending on or preceding the date of termination. Under the assumption that Mr. Guyett’s employment with the Company was terminated on December 31, 2017 for any reason other than Cause, he would be entitled to receive severance payments totaling $1,747,500.

 

CFOIn addition, the Initial Performance RSU grant, the Sign-On RSU Grant and any 2018 equity award shall continue to vest according to the grant date schedules, provided that, such performance RSUs will be settled based on performance unit goal achievement, except that if Mr. Guyett’s employment with the Company is terminated within two years after a Change of Control (as defined in the Guyett Employment Agreement), such performance RSUs will be settled as follows: (i) any performance RSUs for which the performance period has elapsed will continue to vest based on performance unit goal achievement, and (ii) any performance RSUs for which the performance period has not lapsed will be converted into time-based units based on the target performance level. The outstanding equity awards held by Mr. Guyett at December 31, 2017 are disclosed in the table on page 49 of this Proxy Statement.

 

In the event of a termination of Mr. Guyett’s employment as the result of his death or due to Disability (as defined in the Guyett Employment Agreement), Mr. Guyett or his beneficiary will be entitled to receive any annual bonus earned but unpaid with respect to a performance year ending on or proceeding the date of termination.

The Guyett Employment Agreement also provides that if Mr. Guyett’s employment terminates as a result of death or Disability, all unvested performance RSUs that have been granted prior to the date of death or Disability shall immediately vest. The market value of his performance RSUs which would have accelerated in vesting as a result of death or due to Disability on December 31, 2017 would have been $6,568,302.

Chief Financial Officer

On December 21, 2016, the Bank entered into an Executive Employment Agreement with its Chief Financial Officer, Ms. Oh does(the “Oh Employment Agreement”). The Oh Employment Agreement, effective as of December 21, 2016, has an initial term of two years and is subject to annual renewal thereafter as may be agreed by the Bank’s Board of Directors and Ms. Oh.

The Oh Employment Agreement provides that Ms. Oh will receive an Annual Base Salary of $430,000, subject to periodic review and increase, and will be eligible to participate in an annual performance-based cash incentive plan, with a target bonus opportunity of 60% of the annual base salary. However, any actual bonus for any given year will be determined and paid in accordance with the Bank’s annual bonus plan arrangements applicable to senior executives generally. Ms. Oh will also be eligible to receive annual stock grants as approved by the Board of Directors. In addition, Ms. Oh will be entitled to participate in all employee benefit plans and perquisite arrangements available to senior executives of the Bank and shall receive reimbursement of reasonable business expenses. Ms. Oh’s employment with the Bank may be terminated by the Bank with or without Cause (as defined in the Oh Employment Agreement), in the event of disability (as defined in the Oh Employment Agreement) or death.

The Bank may terminate Ms. Oh’s employment with the Bank at any time without Cause, for any reason or no reason at all, upon one month advance written notice. In addition, it shall be considered termination without Cause by the Bank if (1) Ms. Oh terminates her employment for Just Reason (as defined in the Oh Employment Agreement) or if (2) without Ms. Oh’s consent, (a) the Oh Employment Agreement is not, have an employment agreementwhether initially or with respect to any other agreement providing her with severancesubsequent renewal period, renewed or any other payments in connection with her termination orapproved by the Bank’s Board of Directors (other than in connection with a change of controlfor Cause event), and (b) within one month following the end of the Company.then-current employment term, Ms. Oh resigns from the Bank.

In the event of a termination of Ms. Oh’s employment by the Bank without Cause, and contingent upon Ms. Oh’s execution and non-revocation of a general release of claims, the Bank shall pay to Ms. Oh the following: (1) a single lump sum amount (Severance Pay as defined in the Oh Employment Agreement) consisting of an amount equal to two times of Ms. Oh’s then annual base salary and an amount equal to the annual cash bonus payout last received by Ms. Oh; and (2) any annual bonus earned but unpaid with respect to a performance year ending on or preceding the date of termination. Under the assumption that Ms. Oh’s employment with the Company

52

was terminated on December 31, 2017 for any reason other than Cause, she would be entitled to receive severance payments totaling $1,321,865.

In addition, any equity awards would continue to vest according to the grant date schedules, provided that, performance RSUs will be settled based on performance unit goal achievement, except that if such termination of employment occurs within two (2) years after a Change of Control (as defined in the Oh Employment Agreement), any performance RSUs will be settled as follows: (1) any RSUs for which the performance period has elapsed will continue to vest based on performance unit goal achievement, and (2) any RSUs for which the performance period has not lapsed will be converted into time-based units based on the target performance level. The outstanding equity awards held by Ms. Oh as of December 31, 2017 are disclosed in the table on page 49 of this Proxy Statement.

In the event of a termination of Ms. Oh’s employment as the result of her death or due to Disability (as defined in the Oh Employment Agreement), Ms. Oh or her beneficiary will be entitled to receive (1) the Accrued Obligations and (2) any annual bonus earned but unpaid with respect to a performance year ending on or preceding the date of termination. The Oh Employment Agreement also provides that if Ms. Oh’s employment terminates as a result of death or Disability, all unvested performance RSUs that have been granted prior to the date of death or Disability shall immediately vest. The market value of her performance RSUs which would have accelerated in vesting as a result of her death or Disability on December 31, 2017 would have been $2,718,128.

Chief Risk Officer, and General Counsel and Corporate Secretary

 

The Bank entered into an employment agreement with its Chief Risk Officer, and General Counsel and Corporate Secretary, Mr. Krause, in 1999. This employment agreement1999 (the “Krause Employment Agreement”). The Krause Employment Agreement was reapproved by the Board of Directors and amended on March 1, 20168, 2018 to provide for a termination date of March 1, 2019.8, 2021. In addition to a base salary and bonus to be determined annually, the employment agreementKrause Employment Agreement provides for, among other things, participation in stock benefit plans and other fringe benefits applicable to executive personnel and four weeks paid vacation per year.

 

In the event the Bank chooses to terminate Mr. Krause’s employment for any reason other than for causeCause (as defined in the employment agreement)Krause Employment Agreement), or in the event of Mr. Krause’s resignation from the Bank upon (i) a material change in functions, duties or responsibilities; (ii) a relocation of the principal place of his employment by more than 25 miles; (iii) liquidation or dissolution of the Bank; (iv) a breach of the employment agreement by the Bank; or (v) his death or permanent disability, Mr. Krause, or, in the event of death, his beneficiary, would be entitled to receive an amount equal to the greater of (vi)(x) the remaining payments due to him and the contributions that would have been made on his behalf to any employee benefit plans of the Bank during the remaining term of the employment agreement and (vii)(y) three times the base salary currently in effect plus three times the preceding year’s bonus.

 

Under the assumption that Mr. Krause’s employment with the Company was terminated on December 31, 2015,2017, for any reason other than cause,Cause, he would be entitled to receive severance payments totaling $1,838,637.$2,411,478. Also, if Mr. Krause’s employment with the Company was terminated for any reason other than cause,Cause, his outstanding and unvested stock options, time-based and performance-based RSUs would become fully vested. If Mr. Krause’s employment with the Company was terminated for any reason other than causeCause on December 31, 2015,2017, the market value of his RSUs which would acceleratehave accelerated in vesting is $1,242,062.$2,649,451.

 

There is no employment contract with Mr. Krause that provides for any payments or early vesting of any stock options, or any RSUs upon a change of control, other than the SERP described in more detail above. As noted, if a change in control occurred on December 31, 2015, Mr. Krause would immediately vest and be entitled to receive payments under the SERP. There is no additional incremental benefit from the accumulated benefit amount reported as of December 31, 2015 if a change in control occured on December 31, 2015.control.

 

Head of International and Commercial Banking

 

The Bank entered into an employment agreement with its Head of International and Commercial Banking, Mr. Yen, in 2005.2005 (the “Yen Employment Agreement”). In addition to a base salary and bonus to be determined annually, the employment agreementYen Employment Agreement provides for, among other things, an automobile allowance of not less than $850 per month, participation in stock benefit plans and other fringe benefits applicable to executive personnel and four weeks paid vacation per year.

 

In the event the Bank chooses to terminate Mr. Yen’s employment for any reason other than for cause,Cause, he will receive a severance payment of six month’s base salary. In addition, the employment contract with Mr. Yen Employment Agreement provides for severance of two times current salary if he is terminated within 12 months of a change of control or if he resigns within 12 months of a change of control upon (i) reduction in his base salary, or automobile allowance, (ii) a material reduction in this duties; or (ii)(iii) a relocation of the principal place of his employment by more than 35 miles.

 

Under the assumption that Mr. Yen’s employment with the Company was terminated on December 31, 2015,2017, for any reason other than cause,Cause, he would be entitled to receive severance payments totaling $800,000. $202,500 or, in the case of a termination in relation to a change in control as described above, $810,000.

53

Pursuant to the terms of our 2016 Stock Incentive Plan, in the event Mr. Yen’s employment is terminated without Cause following a change of control, his outstanding unvested performance-based RSUs will vest and awards which performance cycles have yet to be completed will vest assuming target performance is achieved. If Mr. Yen’s employment with the Company was terminated for any reason other than Cause following a change in control on December 31, 2017, the market value of his RSUs which would have accelerated in vesting is $1,646,151.

There is no employment contract with Mr. Yen that provides for any payments or early vesting of any stock options, or any RSUs upon a change of control.

 

CEO to Median Employee Pay Ratio

We are providing the following information about the relationship of the total annual compensation of our median employee and the total annual compensation of Mr. Ng, our Chairman and CEO.

For the year ended December 31, 2017, the annual total compensation of our CEO was $7,434,083 as shown on theSummary Compensation Table. The annual total compensation of our median employee for 2017, excluding the CEO, was $85,333, resulting in a ratio of 87 to 1, which is a reasonable estimate calculated in a manner consistent with the applicable rules.

In determining the median employee, we identified and included all U.S. based employees of East West Bank, other than the CEO who were employed with us as of December 31, 2017. Further, we also included all employees of East West Bank outside of the U.S. based in Hong Kong and Taiwan who were employed with us as of December 31, 2017. The U.S., Hong Kong and Taiwan based employees represented 96% of our 2,953 total employees. We excluded our employees of East West Bank (China) Limited, our wholly owned subsidiary in China and other employees based in China, totaling 120 or 4% of our total employees. As of December 31, 2017, the Company had 2,746 U.S. based employees and 207 non-U.S. employees.

Our definition of “total compensation,” for purposes of calculating this ratio, includes total cash compensation paid during 2017 (excluding 401(k) deferrals and over-time wages) and the grant date fair value of restricted stock units (or RSU equivalents) awarded in 2017. We did not annualize the compensation for any employees that were not employed by us for all of 2017 or make any full-time equivalent adjustments for part-time employees. For our non-U.S. employees who were included in this calculation, we used the foreign exchange rates applicable as of December 31, 2017 in order to convert their total compensation into U.S. dollars. After determining our median employee, we then calculated such employee’s annual total compensation, in a manner consistent with the requirements of Item 402(c), for purposes of calculating the ratio presented above.

Compensation Committee Interlocks and Insider Participation

 

During 2017, Messrs. Liu, Estrada, and Renken each served as a member of the Compensation Committee. None of the members of the Compensation Committee is, or ever has been, an officer or employee of the Company or any of its subsidiaries.

 

Except as provided herein, there are no existing or proposed material transactions between the Company or the Bank and any of its executive officers, directors, or the immediate family or associates of any of the foregoing persons. During 2017, none of our executive officers served on the board of directors or as a member of the compensation committee (or other committee serving an equivalent function) of any entity that had an executive officer serving as a member of the Board or the Compensation Committee.

 

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Proposal 2: Advisory Vote to Approve Executive Compensation

PROPOSAL 2

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

 

Proposal Snapshot

 

·

What am I voting on? Stockholders are being asked, as required by Section 14A of the Exchange Act, to approve, on an advisory basis, the compensation of the Named Executive Officers for 2017 as described in the “Compensation Discussion and Analysis” section beginning on page 28 and the Compensation Tables section beginning on page 47. ·Voting recommendation: FOR the advisory vote to approve executive compensation. The Compensation Committee takes very seriously its stewardship responsibility to oversee the Company’s compensation programs and values thoughtful input from stockholders. The Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

 

Stockholders are being asked to approve, on an advisory basis, the compensation of the Named Executive Officers for 2015 as described in the Compensation Discussion and Analysis section beginning on page 28 and the Compensation Tables section beginning on page 43.

·

Voting recommendation:

FORthe advisory vote to approve executive compensation. The Compensation Committee takes very seriously its stewardship responsibility to oversee the Company’s compensation programs and values thoughtful input from stockholders. The Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’NEO compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer (“NEO”),NEO, but rather the overall compensation of all of our NEOs and the philosophy, policies and practices described in this Proxy Statement. We currently hold our Say-on-Pay vote every year.

 

We believe that the information provided in “Compensation Discussion and Analysis” beginning on page 28 demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. The sustained success of the Company’s customer focus and bridge banking model between East and West is reflected in the following key metrics:

 

·

Sixth Consecutive Year of Record Earnings: Our diluted earnings per share (“EPS”) for the full year of 2015 were $2.66, which was an increase of $0.25 or 10.4% from $2.41 in 2014. Our 10.4% increase in diluted EPS was higher than the median and average increase of 5.3% and 6.9%, respectively, achieved by our KBW Regional Bank Peers.10

•      Eighth Consecutive Year of Record Earnings: Our full year 2017 net income was $506 million, which grew by 17% year-over-year from $432 million in 2016. Our diluted earnings per share (“EPS”) for the full year of 2017 was $3.47, which is an increase of $0.50 or 17% from $2.97 in 2016.

·

TSR Substantially Above Peer Group: Our one, three and five-year annualized Total Shareholder Return (“TSR”) of 9.5%, 27.2% and 18.4% were substantially above the KBW Regional Bank Peer averages of 5.9%, 16.8% and 11.3%, respectively. 11

·

ROE Significantly Above Peer Group: Our return on equity (“ROE”) of 12.74% in 2015 was substantially above the KBW Regional Bank Peer median of 8.21% and average of 8.94%.

·

ROA Significantly Above Peer Group: Our return on assets (“ROA”) of 1.27% in 2015 was substantially above the KBW Regional Bank Peer median of 1.00% and average of 1.05%.

·

The Company was in the Top 4 in terms of ROE, Top 5 in terms of ROA, and Top 6 in terms of Net Interest Margin of all FDIC-insured commercial banks in the country with assets over $20 billion. 12

·

Record Loans: Total loans receivable increased to a record $23.7 billion as of December 31, 2015 from $21.8 billion as of December 31, 2014.

·

Record Deposits: Total deposits grew to a record $27.5 billion as of December 31, 2015 from $24.0 billion as of December 31, 2014.

 

•      Strong Financial Performance: Our full year 2017 ROA of 1.41% and ROE of 13.71% were in the top 10% of publicly traded banks in the United States.¹

¹⁰2015 EPS, ROE, ROA and NPA financial data for KBW Regional Bank Peers was obtained from SNL Financial LC.

•      Among Best Banks in America: Ranked #5 of the 100 Best Banks in America by Forbes in 2018, ranked in the Top 15 since 2010.¹¹²Source from Keefe, Bruyette & Woods

•      Record Assets: Total assets grew 7% year over year, to reach a record $37.2 billion as of December 31, 2015.2017.

¹²2015 ROE, ROA

•      Record Loans: Total loans grew $3.6 billion, or 14%, to a record $29.1 billion as of December 31, 2017, from $25.5 billion as of December 31, 2016, and net interest margin financial data for all FDIC-insured commercial banks was obtainedat an annualized rate of 13% over the past ten years.

•      Record Deposits: Total deposits grew $2.3 billion, or 8%, to a record $32.2 billion as of December 31, 2017, from SNL Financial LC.$29.9 billion as of December 31, 2016, and at an annualized rate of 16% over the past ten years.

·

Improvement in Credit Quality: Nonperforming assets (“NPA”) to total assets improved six basis points to 0.40% as of December 31, 2015, compared to 0.46% as of December 31, 2014. Our NPA to total assets is lower than the KBW Regional Bank Peer median of 0.58% and average of 0.61%.

 

Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

 

“RESOLVED, that the stockholders hereby approve, on an advisory basis, the compensation of our named executive officers as reflected in this Proxy Statement and as disclosed pursuant to the compensation disclosure rulesItem 402 of the SEC,Regulation S-K, which disclosure includes the compensation discussion and analysis, the compensation tables, narratives and all related material.”

 

Because your vote is advisory, it will not be binding upon the Board. However, the Board and the Compensation Committee will consider the vote results when evaluating our compensation policies and practices in the future. Currently, we expect to hold an advisory vote on the compensation paid to our NEOs each year and expect that the next such vote will occur at our annual stockholder meeting next year in 2019

 

¹ Source: S&P Global Market Intelligence, a division of S&P Global.

² Forbes article dated January 10, 2018.

PROPOSAL 3

APPROVAL OF THE EAST WEST BANCORP, INC. 2016 STOCK INCENTIVE PLAN 55

Proposal Snapshot

·

What am I voting on?

Stockholders are being asked to approve the East West Bancorp, Inc. 2016 Stock Incentive Plan, as amended, restated and renamed from the 1998 Stock Incentive Plan (the “2016 Stock Incentive Plan”). The 2016 Stock Incentive Plan includes the following proposed material changes (please refer to Exhibit A for the entire proposed Plan):

·

An increase in the amount of shares available for grant by an additional 3,000,000 shares;

·

The Plan has been revised to include a “double-trigger,” such that stock awards do not vest unless there is a change in control of the Company combined with a termination of employment within a specified period following the change;

·

The Plan adds a minimum required vesting period for grants made under the Plan, so that awards are aligned with retention and performance incentives;

·

Both the “no liberal share counting” provisions and the “no repricing” provision of the Plan were strengthened.

·

Voting recommendation:

FORthe ratification of the approval of the amendments to the 2016 Stock Incentive Plan.

OVERVIEW OF 2016 STOCK INCENTIVE PLAN

The Company’s 2016 Stock Incentive Plan (the “Plan”) was originally established under the name 1998 Stock Incentive Plan and most recently approved by the Company’s stockholders on May 24, 2011. Upon recommendation of the Compensation Committee (the “Committee”), the Company’s Board of Directors adopted the amended, restated and renamed Plan on April 12, 2016, subject to stockholder approval.

The principal features of the Plan are summarized below. The description of the Plan provided below includes the amendments to the Plan. The summary is qualified in its entirety by the full text of the amended and restated Plan, which is set forth as Exhibit A to this Proxy Statement. The principal amendment is an increase of 3,000,000 in the total number of shares of common stock reserved for issuance as awards under the Plan. The maximum amount that may be paid under the Plan to any one participant during a calendar year under all performance awards under the Plan, including any form of awards based on the specified performance criteria remains, under the new Plan, 1,000,000 shares. The new Plan adds that non-employee directors may not be granted more than 100,000 shares in any calendar year. In addition, the amended Plan does not provide for automatic vesting of awards upon a change in control. Instead, the amended Plan utilizes the more conservative “double-trigger” vesting, under which awards vest if the participant’s employment is terminated following a change in control. The Plan also includes additional performance criteria to further increase flexibility with respect to grants of performance-based compensation and to permit the alignment of compensation with performance.

The Plan, as amended and restated, is being resubmitted to the Company’s stockholders, in accordance with Section 162(m) of the Internal Revenue Code (the “Code”), in order to allow the Company to provide certain performance-based compensation that is deductible for Federal income tax purposes. The affirmative vote of the stockholders on or prior to June 25, 2017 is required for approval of the amended and restated Plan. If the Plan is not approved by the Company’s stockholders, the Plan will remain in effect without amendment. Accordingly, if the stockholders of the Company do not approve the amended and restated Plan, there will be no increase in the number of shares available under the Plan, no change in the vesting criteria, and no addition of performance criteria. Consequently, employees will not be able to receive certain performance-based compensation under the Plan if stockholder approval is not obtained.

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The Board of Directors recommends that stockholders vote “FOR” approval of the 2016 Stock Incentive Plan.RATIFICATION OF AUDITORS

 

The Board believes that the Plan and the grants under the Plan have historically contributed substantially to the successProposal 3: Ratification of the Company. Since 2011, the year in which the Plan was last approved by stockholders, the Company has had strong performance and growth in a challenging economy due to the valuable contributions from our employees. The sustained success of the Company is reflected in the following key metrics:

·

Sixth Consecutive Year of Record Earnings:Auditors Our diluted earnings per share (“EPS”) for the full year of 2015 were $2.66, which was an increase of $0.25 or 10.4% from $2.41 in 2014. Our 10.4% increase in diluted EPS was higher than the median and average increase of 5.3% and 6.9%, respectively, achieved by our KBW Regional Bank Peers.13

·

TSR Substantially Above Peer Group: Our one, three and five-year annualized Total Shareholder Return (“TSR”) of 9.5%, 27.2% and 18.4% were substantially above the KBW Regional Bank Peer averages of 5.9%, 16.8% and 11.3%, respectively.14

·

ROE Significantly Above Peer Group: Our return on equity (“ROE”) of 12.74% in 2015 was substantially above the KBW Regional Bank Peer median of 8.21% and average of 8.94%.

·

ROA Significantly Above Peer Group: Our return on assets (“ROA”) of 1.27% in 2015 was substantially above the KBW Regional Bank Peer median of 1.00% and average of 1.05%.

·

The Company was in theTop 4 in terms of ROE,Top 5 in terms of ROA, andTop 6 in terms of Net Interest Margin of all FDIC-insured commercial banks in the country with assets over $20 billion.15

·

Record Loans: Total loans receivable increased to a record $23.7 billion as of December 31, 2015 from $21.8 billion as of December 31, 2014.

·

Record Deposits: Total deposits grew to a record $27.5 billion as of December 31, 2015 from $24.0 billion as of December 31, 2014.

·

Improvement in Credit Quality: Nonperforming assets (“NPA”) to total assets improved six basis points to 0.40% as of December 31, 2015, compared to 0.46% as of December 31, 2014. Our NPA to total assets is lower than the KBW Regional Bank Peer median of 0.58% and average of 0.61%.

Stockholder approval of the Plan will ensure the Company’s continuing ability to provide a flexible range of compensation awards, including performance-based compensation awards, under the Plan. An increase in the number of shares available for future grants is necessary to permit the Plan to continue to operate as intended. The additional amendments further expand the Company’s flexibility with respect to performance-based compensation. Unless otherwise specified thereon, proxies received in the accompanying form will be voted in favor of approval of the Plan.

¹³2015 EPS, ROE, ROA and NPA financial data for KBW Regional Bank Peers was obtained from SNL Financial LC.

¹⁴Source from Keefe, Bruyette & Woods as of December 31, 2015.

¹⁵ 2015 ROE, ROA and net interest margin financial data for all FDIC-insured commercial banks was obtained from SNL Financial LC.

SUMMARY OF PLAN FEATURES

The purpose of the Plan is to:

·

enable the Company and its subsidiaries to attract, retain and motivate their employees, consultants and other service providers by providing for or increasing the proprietary interests of such employees, consultants and other service providers in the Company, and

·

enable the Company and its subsidiaries to attract, retain and motivate non-employee directors and further align their interests with those of the stockholders of the Company by providing for or increasing the proprietary interest of such directors in the Company.

Since its adoption in 1998, the Plan has been used primarily for the Company’s stock option incentive programs and restricted stock program. The Board believes that the Plan and the ability to issue performance restricted stock helps the Company compete for, motivate, and retain high-caliber employees and more closely links the interests of the employees and the stockholders of the Company by encouraging employees to focus on long-range objectives. All full-time employees of the Company have received annual grants of stock options or restricted stock under the Company’s Spirit of Ownership Program and most officers of the Company have received additional grants from time to time in connection with their performance reviews in recognition of their achievements and to retain and reward our vital human resources. The Company’s compensation philosophy, in compliance with guidance from our banking regulators, is shifting more towards equity based compensation. As such, it is important for the Company to have an adequate amount of shares to carry out this initiative.

Employees, non-employee directors, consultants and other service providers of the Company or any subsidiary are eligible to receive awards under the Plan. The Committee (as described in “Administration,” below) will determine which individuals will be participants, the types of awards to be made to participants and the terms, conditions and limitations applicable to the awards. It is expected that approximately 2,800 employees and nine non-employee directors will be eligible to participate in the Plan.

The maximum aggregate number of shares for which awards may be granted under the Plan is limited to the remaining shares of the Company’s common stock, $.001 par value (the “Common Stock”) available for grant immediately prior to stockholder approval of the amended and restated Plan plus an additional 3,000,000 shares of Common Stock, as provided in the amendments, subject to adjustment for stock splits, dividends and similar events. Common Stock which is subject to any unexercised or undistributed portion of any terminated, expired or forfeited award (or awards settled in cash in lieu of Common Stock) will become available for grant pursuant to new awards. However, shares delivered or withheld in satisfaction of the exercise price of an award or any tax withholding will not become available for grant pursuant to new awards. Stock appreciation rights to be settled in shares of Common Stock are counted in full against the number of shares available for award under the Plan regardless of the number of shares issued upon settlement of the stock appreciation right. The Committee may make such additional rules for determining the number of shares of Common Stock granted under the Plan as it deems necessary or appropriate. The Common Stock which may be issued pursuant to an award under the Plan may be treasury shares or authorized but unissued shares or Common Stock acquired, subsequently or in anticipation of the transaction, in the open market or otherwise to satisfy the requirements of the Plan, or any combination of such shares.

The maximum aggregate number of Common Shares available for grants of awards to any one non-employee director participant under the Plan shall not exceed 100,000 Common Shares per calendar year.

The Plan provides for the grant of incentive stock options (“ISOs”), as defined in Section 422 of the Code, and options which do not qualify as ISOs, known as nonqualified stock options (“NSOs,” and, together with ISOs, “options”). Options granted under the Plan may be accompanied by stock appreciation rights (“Tandem SARs”), and stock appreciation rights may be granted alone (“Stand Alone SARs,” and, together with Tandem SARs, “SARs”). Performance awards (“Performance Awards”) may also be granted under the Plan, which Performance Awards may be contingent on the performance of the Company, a subsidiary or subsidiaries, any branch, department, business unit or portion thereof or a participant. The Plan also provides for the granting of restricted stock and other awards including, without limitation, restricted stock units. All of the foregoing grants are sometimes referred to herein as “awards,” and the recipient of any award or grant is sometimes referred to herein as a “grantee.” The participants in the Plan will consist of those employees, non-employee directors, consultants or other service providers of the Company and its subsidiaries who are designated as grantees by the Committee administering the Plan, as described below.

The number of shares available under the Plan, any outstanding awards and individual per-person limits are automatically adjusted in the event of stock dividends and similar events. In the event the shares of Common Stock have been affected in such a way that an adjustment of outstanding awards is appropriate in order to prevent the dilution or

enlargement of rights under the awards (including, without limitation, any extraordinary distribution, dividend in partial liquidation, dividend in property other than cash, spin-off, split-off or split-up), the Committee will make appropriate equitable adjustments, which may include, without limitation, adjustments to any or all of the number and kind of shares of stock (or other securities) which may thereafter be issued in connection with such outstanding awards and adjustments to any exercise price specified in the outstanding awards.

No awards may be granted under the Plan after June 25, 2026 and no Performance Awards may be granted under the Plan subsequent to the Company’s annual meeting of stockholders in 2021.

Administration

The Plan will be administered by the Compensation Committee (the “Committee”), consisting of not less than two members of the Board. Each member of the committee must be an “outside director” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and an independent director under the rules of any stock exchange on which the Common Stock may be listed and under any other applicable regulatory requirements.

The Committee will periodically determine the participants in the Plan and the nature, amount, pricing, timing, and other terms of awards to be made to such individuals. The Committee has the power to interpret and administer the Plan. All questions of interpretation with respect to the Plan, the number of shares of Common Stock or other securities, stock appreciation rights, or units granted, and the terms of any agreements evidencing such awards will be determined by the Committee, and its determination will be final and conclusive upon all parties in interest. Unless prohibited by applicable law or the rules of a stock exchange, the Committee may delegate responsibilities and powers under the Plan to others.

Stock Options

Options which may be granted by the Committee represent a right to purchase a specified number of shares of Common Stock at a specified price during such period of time as the Committee determines. The exercise price per share of Common Stock of any option will be no less than the fair market value per share of the Common Stock subject to the option on the date the option is granted. Fair market value, for purposes of the Plan, is the closing price per share of the Company’s Common Stock on NASDAQ for the date as of which fair market value is to be determined. The maximum number of shares of Common Stock for which options and SARs can be granted to any one employee under the Plan may not exceed 1,000,000 shares per calendar year.

An option may be exercised, in whole or in part, by giving written notice of exercise to the Company, specifying the number of shares to be purchased. At the discretion of the Committee, the exercise price of the option may be paid in cash, by the tender of Common Stock already owned by the participant, by cash forwarded through a broker or other agent sponsored exercise or financing program, through a combination of the foregoing, or through such other means as the Committee determines are consistent with the Plan’s purpose and applicable law, including the net withholding of shares of stock through relinquishment of options. No fractional shares will be issued or accepted.

For ISOs, the aggregate fair market value (determined on the date of grant) of the shares with respect to which incentive stock options are exercisable for the first time by an employee during any calendar year under all plans of the corporation employing such employee, any parent or subsidiary corporation of such corporation and any predecessor corporation of any such corporation will not exceed $100,000.

Subject to the foregoing and the other provisions of the Plan, stock options granted under the Plan may be exercised at such times and in such amounts and be subject to such restrictions and other terms and conditions, if any, as determined in its discretion by the Committee.

Stock Appreciation Rights

An SAR is a right to receive, upon surrender of the right, an amount payable in cash and/or shares of Common Stock under such terms and conditions as the Committee determines. An SAR may be granted in tandem with part or all of (or in addition to, or completely independent of) an option or any other award under the Plan. An SAR issued in tandem with a stock option may only be granted at the time of grant of the related option. The amount payable in cash and/or shares of Common Stock with respect to each SAR will be equal in value to a percentage (including up to a maximum of 100%) of the amount by which the fair market value per share of Common Stock on the exercise date exceeds the fair market value per share of Common Stock on the date of grant of the SAR. The applicable percentage will be established by the Committee. The exercise price of any SAR will be no less than the fair market value per share of the Common Stock subject to the SAR on the date the SAR is granted. The agreement evidencing the award may state whether the amount payable is to be paid wholly in cash, wholly in shares of Common Stock or partly in each. If the award agreement does not state the manner of payment, the Committee will determine the manner of payment at the time of payment. The amount payable in shares of Common Stock, if any, is determined with reference to the fair market value per share of Common Stock on the date of exercise. Tandem SARs are exercisable only to the extent that the options to which they relate are exercisable. Upon exercise of the Tandem SAR, and to the extent of such exercise, the participant’s underlying option will automatically terminate. Similarly, upon the exercise of the tandem option, and to the extent of such exercise, the participant’s related SAR will automatically terminate.

Repricing Prohibited

The Plan prohibits repricing of options, SARs or other purchase rights without further stockholder approval. Repricing means the grant of a new option or SAR in return for the cancellation or exchange of an award that has a higher grant price than the new award, the amendment of an outstanding award to reduce the grant price, the cancellation or exchange of an option or SAR at a time when the grant price is greater than the fair market value of the Common Stock or any action that would be treated, for accounting purposes, as a repricing. The grant of a substitute award under the anti-dilution and adjustment provisions explained under “General,” above, is not a repricing.

Other Terms of Options and SARs

No dividend equivalents may be granted in connection with any option or SAR. The term of any option or SAR may not exceed ten years from the date of grant.

Unless otherwise provided in a grantee’s award agreement, the following provisions of this paragraph will apply in the case of a grantee whose employment or service is terminated. If the employment or service of a grantee is terminated for reasons other than resignation by a grantee without the consent of the Company (or Board, in the case of a non-employee director), termination for cause, disability or death, all outstanding options and SARs held by the grantee immediately prior to termination of employment will be exercisable by the grantee (but only to the extent exercisable immediately prior to termination of employment) at any time prior to the expiration date of the option or SAR or within three months following the date of termination, whichever is the shorter period.

Following the death of a grantee during employment or service or termination by reason of disability, all outstanding options or SARs of the grantee will be exercisable (whether or not so exercisable immediately prior to the death of the grantee) by the person entitled to do so under the will of the grantee, or, if the grantee fails to make testamentary disposition of the option or SAR or dies intestate, by the legal representative of the grantee, at any time prior to the expiration date of the option or SAR or within one year after the date of death of the grantee, whichever is the shorter period. Following the death of a grantee after ceasing employment or service and within a period following termination of employment or service during which an option or SAR remains exercisable, all outstanding options or SARs of the grantee will be exercisable (but only to the extent exercisable immediately prior to the death of the grantee) by the person entitled to do so under the will of the grantee or, if the grantee shall fail to make testamentary disposition of the option or SAR or dies intestate, by the legal representative of the grantee, at any time prior to the expiration date of the option or SAR or within one year after the date of death of the grantee, whichever is the shorter period.

If a grantee resigns without the consent of the Company (or Board, in the case of a non-employee director), all outstanding options and SARs will be exercisable (but only to the extent exercisable immediately prior to the termination of employment) at any time prior to the expiration date of the option or SAR or within 30 days of the date of termination, whichever is the shorter period. If the employment of a grantee is terminated by the Company for cause or if the grantee is removed from the Board for cause, all outstanding options and SARs held by the grantee will terminate as of the date of

termination of employment or removal.

Restricted Stock

Restricted stock is Common Stock that is issued to a participant and is subject to such terms, conditions and restrictions as the Committee deems appropriate, which may include, but are not limited to, restrictions upon the sale, assignment, transfer or other disposition of the restricted stock and the requirement of forfeiture of the restricted stock upon termination of employment or service under certain specified conditions, including the failure to achieve performance conditions. The restriction period applicable to restricted stock must, in the case of a time-based restriction, be not less than three years, with no more frequent than ratable vesting over such period or, in the case of a performance-based restriction period, be not less than one year. The Committee may provide for the lapse of any such term or condition or waive any term or condition based on such factors or criteria as the Committee may determine, provided that the Committee will not accelerate the vesting of, or waive the restrictions with respect to, restricted stock except in the case of death, disability or involuntary termination other than for cause. Subject to such restrictions as the Committee may impose, the participant will have, with respect to awards of restricted stock, all of the rights of a stockholder of the Company, including the right to vote the restricted stock and the right to receive any dividends on such stock.

Unless otherwise provided in an award agreement, if the grantee of restricted stock ceases to be an employee or terminates service for any reason, any outstanding shares of restricted stock held by the grantee will vest or be forfeited according to the following provisions:

(i)          If a grantee ceases to be an employee, consultant, other service provider or non-employee director by reason of disability, death or retirement (as defined in an award agreement), any shares of restricted stock held by the grantee at the time of disability or death will immediately vest; and

(ii)         If a grantee ceases to be an employee, consultant, other service provider or non-employee director for any reason other than disability, death or retirement (as defined in an award agreement), any shares of restricted stock held by the grantee at the time of termination of employment will be immediately forfeited.

Restricted Stock Units

Restricted stock units are unfunded, unsecured rights to receive a share of Common Stock, or cash, that are subject to transfer or other restrictions as the Committee may impose. Restricted stock units are also subject to forfeiture if certain events specified by the Committee occur prior to the lapse of the restrictions. The restricted stock unit award agreement details the number of restricted stock units awarded, the restrictions imposed on the restricted stock units, the duration of those restrictions, the events the occurrence of which would cause a forfeiture of the restricted stock units and such other terms and conditions as the Committee deems appropriate. Restricted stock units are subject to the same three-year and one-year minimum vesting requirements applicable to restricted stock. Restricted stock units may include, in the discretion of the Committee, the right to receive dividend equivalents.

Performance Awards

Performance Awards may be granted under the Plan from time to time based on such terms and conditions as the Committee deems appropriate, consistent with the terms and purposes of the Plan. Performance Awards are awards the payment or vesting of which is contingent upon the achievement of specified levels of performance under specified “Performance Criteria” during a “Performance Period” by the Company, a subsidiary or subsidiaries, a branch, department, business unit or other portion thereof or the participant individually, and/or upon a comparison of such performance with the performance of a peer group of corporations or other measure selected or defined by the Committee at the time the Performance Award is granted. Performance Awards may be in the form of performance units, performance shares, performance-based options and such other forms of Performance Awards as the Committee determines. The maximum amount that may be paid in cash or in fair market value of Common Stock or other securities under all Performance Awards under the Plan paid to any one participant during a calendar year cannot exceed 1,000,000 shares, in the case of Performance Awards paid in Shares. In the case of multi-year Performance Periods, the amount which is earned in any one calendar year is the amount paid for the Performance Period divided by the number of calendar years in the period. In applying this limit, the amount of cash and the number of Shares earned by a Participant is measured as of the close of the applicable calendar year which ends the Performance Period, regardless of the fact that certification by the Committee and actual payment to the Participant may occur in a subsequent calendar year or years.

The Performance Criteria to be used in determining whether a Performance Award has been earned, the level of achievement of such Performance Criteria necessary for the Performance Award to be earned in whole or in part, and the Performance Period over which such performance will be measured will be determined by the Committee at the time a Performance Award is granted. Such Performance Criteria may be based on one or more of the following pre-established

objective measures of performance during the Performance Period:

·

total stockholder return;

·

return on stockholder equity;

·

return on assets;

·

ratio of non-performing assets to total assets;

·

earnings per share;

·

deposits;

·

demand deposits, loans;

·

commercial business loans;

·

trade finance loans;

·

non-interest income;

·

expenses;

·

stock price.

The Committee may in its discretion also determine to use other objective performance measures as Performance Criteria.

Unless otherwise provided in an award agreement, the following provisions apply if the recipient of a Performance Award ceases to be an employee or terminates service for any reason prior to payment of the Performance Award:

(i)          If a grantee ceases to be an employee, consultant, other service provider or non-employee director by reason of disability, death or retirement (as defined in an award agreement), the employee will be entitled to a pro-rata portion of the Performance Award based upon the number of whole and partial months of employment or service during the Performance Period, contingent upon achievement of the performance goals and subject to any negative discretion retained by the Committee; and

(ii)         If a grantee ceases to be an employee, consultant, other service provider or non-employee director for any reason other than disability, death or retirement (as defined in an award agreement), any Performance Award shall be immediately forfeited.

Effect of Change in Control

Notwithstanding any other provision of the Plan to the contrary, and unless the award agreement otherwise provides, in the event the employment or service of a Plan participant is terminated by the Company and its affiliates without “cause” within three years following the occurrence of a Change in Control of the Company (as defined in Section 3(F) of the Plan), (i) all options and Stand-Alone SARs which are then outstanding will become fully vested and exercisable and (ii) all restrictions with respect to shares of restricted stock and restricted stock units which are then outstanding will lapse, and such shares and units will be fully vested and nonforfeitable, (iii) the uncompleted performance periods for all Performance Awards which are then outstanding shall be deemed to be completed, and all Performance Criteria and other conditions relating to such Performance Awards shall automatically be deemed waived for the entire performance period, and the participant shall become entitled to receipt of the target number of shares of Common Stock subject to such awards. Further, after a Change in Control, no administrative power given the Committee can be used to affect detrimentally the rights of any grantee with respect to any award which is outstanding immediately prior to the Change in Control.

Transferability

The Plan provides that awards cannot be assigned, pledged or otherwise transferred except by will or by the laws of descent and distribution.

Possible Anti-Takeover Effect

The provisions of the Plan providing for the acceleration of the exercise date of stock options and SARs, the lapse of restrictions applicable to restricted stock and restricted stock units and the deemed achievement of Performance Criteria upon the occurrence of a termination of employment following a Change in Control, may be considered as having an anti-takeover effect.

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Amendment and Termination

The Board may at any time amend, suspend or terminate the Plan. The Committee may at any time alter or amend any or all award agreements under the Plan to the extent permitted by law. However, no such action by the Board or by the Committee may impair the rights of participants under outstanding awards without the consent of the participants affected thereby. Further, the Board may not amend the Plan to the extent that such matters must be approved by the Company’s stockholders.

Payment of Taxes

The Plan provides for the withholding of applicable taxes required by law from all amounts paid to the participant in satisfaction of an award. This provides the authority to withhold cash, require cash payments or withhold or receive shares of Common Stock or property.

New Plan Benefits

The actual amount of awards to be received by or allocated to participants or groups under the Plan is not determinable in advance because the selection of participants who receive awards under the Plan, and the size and type of awards to such individuals and groups are generally determined by the Committee in its discretion.

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Equity Compensation Plans

The following table sets forth information as of December 31, 2015 concerning common stock issuable under the Company’s equity compensation plans.

 

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)				Weighted average exercise price of outstanding options, warrants and rights (b)				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders			-			$	-				3,016,324
Equity compensation plans not approved by security holders			-				-				-
Total			-			$	-				3,016,324

Federal Income Tax Consequences

The following is a brief summary of the principal Federal income tax consequences of the grant and exercise of awards under present law.

Incentive Stock Options. An optionee will not recognize any taxable income for Federal income tax purposes upon receipt of an incentive stock option or, generally, at the time of exercise of an incentive stock option. The exercise of an incentive stock option generally will result in an increase in an optionee’s taxable income for alternative minimum tax purposes.

If an optionee exercises an incentive stock option and does not dispose of the shares received in a subsequent “disqualifying disposition” (generally, a sale, gift or other transfer within two years after the date of grant of the incentive stock option or within one year after the shares are transferred to the optionee), upon disposition of the shares any amount realized in excess of the optionee’s tax basis in the shares disposed of will be treated as a long-term capital gain, and any loss will be treated as a long-term capital loss. In the event of a “disqualifying disposition,” the difference between the fair market value of the shares received on the date of exercise and the option price (limited, in the case of a taxable sale or exchange, to the excess of the amount realized upon disposition over the optionee’s tax basis in the shares) will be treated as compensation received by the optionee in the year of disposition. Any additional gain will be taxable as a capital gain and any loss as a capital loss, which will be long-term or short-term depending on whether the shares were held for more than one year. Under proposed regulations, special rules apply in determining the compensation income recognized upon a disqualifying disposition if the option price of the incentive stock option is paid with shares of the Company’s Common Stock. If shares of the Company’s Common Stock received upon the prior exercise of an incentive stock option are transferred to the Company in payment of the option price of an incentive stock option within either of the periods referred to above, the transfer will be considered a “disqualifying disposition” of the shares transferred, but, under proposed regulations, only compensation income determined as stated above, and no capital gain or loss, will be recognized.

Neither the Company nor any of its subsidiaries will be entitled to a deduction with respect to shares received by an optionee upon exercise of an incentive stock option and not disposed of in a “disqualifying disposition.” Except as described in “Other Tax Matters” below, if an amount is treated as compensation received by an optionee because of a “disqualifying disposition,” the Company or one of its subsidiaries generally will be entitled to a corresponding deduction in the same amount for compensation paid.

Nonstatutory Stock Options. An optionee will not recognize any taxable income for Federal income tax purposes upon receipt of a nonstatutory stock option. Upon the exercise of a nonstatutory stock option the amount by which the fair market value of the shares received, determined as of the date of exercise, exceeds the option price will be treated as compensation received by the optionee in the year of exercise. If the option price of a nonstatutory stock option is paid in whole or in part with shares of the Company’s Common Stock, no income, gain or loss will be recognized by the optionee on the receipt of shares equal in value on the date of exercise to the shares delivered in payment of the option price. The fair market value of the remainder of the shares received upon exercise of the nonstatutory stock option, determined as of the date of exercise, less the amount of cash, if any, paid upon exercise will be treated as compensation income received by the optionee on the date of exercise of the stock option.

Except as described in “Other Tax Matters” below, the Company or one of its subsidiaries generally will be entitled to a deduction for compensation paid in the same amount treated as compensation received by the optionee.

Stock Appreciation Rights. An awardee will not recognize any taxable income for Federal income tax purposes upon receipt of stock appreciation rights. The value of any Common Stock or cash received in payment of stock appreciation rights will be treated as compensation received by the awardee in the year in which the awardee receives the Common Stock or cash. The Company generally will be entitled to a corresponding deduction in the same amount for compensation paid.

Restricted Stock. An awardee of restricted stock will not recognize any taxable income for Federal income tax purposes in the year of the award, provided the shares are subject to restrictions (that is, they are nontransferable and subject to a substantial risk of forfeiture). However, an awardee may elect under Section 83(b) of the Code to recognize compensation income in the year of the award in an amount equal to the fair market value of the shares on the date of the award, determined without regard to the restrictions. If the awardee does not make a Section 83(b) election, the fair market value of the shares on the date the restrictions lapse will be treated as compensation income to the awardee and will be taxable in the year the restrictions lapse. Except as described in “Other Tax Matters” below, the Company or one of its subsidiaries generally will be entitled to a deduction for compensation paid in the same amount treated as compensation income to the awardee.

Restricted Stock Units. A grantee will not be subject to tax upon the grant of a restricted stock unit. Upon vesting of the restricted stock unit, the fair market value of the shares covered by the award on the vesting date will be subject to employment taxes. Upon distribution of the cash and/or shares underlying the restricted stock units, the grantee will recognize as ordinary income an amount equal to the cash and/or fair market value (measured on the distribution date) of the shares received, and such amount will generally be deductible by the Company or one of its subsidiaries. This amount of income will generally be subject to income tax withholding on the date of distribution. If any dividend equivalent amounts are paid to the grantee, they will be includible in the grantee’s income as additional compensation (and not as dividend income) and will be subject to income and employment tax withholding. Except as described in “Other Tax Matters” below, the Company or one of its subsidiaries generally will be entitled to a deduction for compensation paid in the same amount treated as compensation income to the awardee.

Performance Awards. An awardee who receives a performance award will not recognize any taxable income for Federal income tax purposes upon receipt of the award. The fair market value of the shares on the date the performance condition is determined to be achieved will be treated as compensation income to the awardee and will be taxable in the year the performance condition is achieved (if, in the case of performance share awards, the awardee does not make a Section 83(b) election upon the receipt of the performance shares, in which case the awardee would recognize compensation income on the date of the award). Any cash received pursuant to a performance award will be treated as compensation income received by the awardee generally in the year in which the awardee receives such cash. Except as described in “Other Tax Matters” below, the Company or one of its subsidiaries generally will be entitled to a deduction for compensation paid in the same amount treated as compensation income to the awardee.

Other Tax Matters. The exercise by an awardee of a stock option or stock appreciation right, the lapse of restrictions on restricted stock or restricted stock units or the achievement or fulfillment of performance awards following the occurrence of a Change in Control, in certain circumstances, may result in (i) a 20% Federal excise tax (in addition to Federal income tax) to the awardee on certain payments of the Company’s Common Stock or cash resulting from such exercise or deemed achievement or fulfillment of performance awards or, in the case of restricted stock or restricted stock units on all or a portion of the fair market value of the shares or units on the date the restrictions lapse and (ii) the loss of a compensation deduction which would otherwise be allowable to the Company or one of its subsidiaries as explained above. The Company and its subsidiaries may lose a compensation deduction, which would otherwise be allowable, for all or a part of compensation paid in the form of (i) restricted stock or restricted stock units or (ii) performance awards based on performance criteria other than those specified in the Plan, if, as of the close of the tax year, the employee is the Chief Executive Officer of the Company (or acts in that capacity) or is another “covered employee” as defined under the Code (other than the Chief Executive Officer), if the total compensation paid to such employee exceeds $1,000,000.

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Vote Required for Approval

Approval of the adoption of the Plan requires the affirmative vote of a majority of the outstanding shares of stock present in person or by proxy and entitled to vote at the meeting.

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PROPOSAL 4

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Proposal Snapshot

 

·

What am I voting on?

 

Stockholders are being asked to ratify the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, as a matter of good corporate governance, the Board submits its selection of the independent registered public accounting firm to serve as the Company’s Independent Auditors for the fiscal year ending December 31, 2016. Although the Audit Committee has the sole authority to appoint the independent auditors, as a matter of good corporate governance, the Board submits its selection of the independent auditors to our stockholders for ratification. If the stockholders should not ratify the appointment of KPMG LLP, the Audit Committee will reconsider the appointment.

 

·

Voting recommendation:

 

FORthe ratification of the appointment of KPMG LLP as the Company’s independent auditors.registered public accounting firm for the fiscal year ending December 31, 2018.

 

KPMG LLP has been approved by the Audit Committee of the Company to be the independent auditorsregistered public accounting firm of the Company for the 20162018 fiscal year. The stockholders are being asked to ratify the selection of KPMG LLP. If the stockholders do not ratify suchselection by the affirmative vote of a majorityof the votes cast, the Audit Committee will reconsider its selection. Under applicable SEC regulations, the selection of the independent auditorsregistered public accounting firm is solely the responsibility of the Audit Committee.

 

Representatives from the firm of KPMG LLP will be present at the Annual Meeting to respond to stockholders’ questions and will be given the opportunity to make a statement if they desire to do so.

 

FEES PAID TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Fees, Audit Related Fees, Tax Fees and All Other Fees

 

The following table presents information regardingis a description of the aggregate fees billed for services renderedearned by KPMG LLP for services rendered to the fiscalCompany for the years ended December 31, 20152017 and 2014, respectively.December 31, 2016.

 

		2015				2014
Audit Fees (a)		$	2,638,000			$	2,220,000
Audit-Related Fees (b)			43,000				96,000
Tax Fees (c)			-				8,000
All Other Fees(d)			23,000				-
		$	2,704,000			$	2,324,000

		2017				2016
Audit Fees(a)		$	2,871,596			$	2,935,207
Audit-Related Fees(b)			34,830				24,495
Tax Fees(c)			104,865				7,500
All Other Fees(d)			60,332				12,050
		$	3,071,623			$	2,979,252

 

(a)

Audit fees consist of fees for professional services rendered by KPMG for the audit of the Company’s consolidated financial statements in the Form 10-K and review of the consolidated financial statements included in the Form 10-Qs, including services normally provided by an accountant in connection with statutory and regulatory filings or engagements.

(b)

Audit-related fees consist of fees for certain professional services provided by KPMG Hong Kong in connection with the review of regulatory filings for the Bank’s Hong Kong branch.

(c)

Tax fees include fees for tax compliance, planning and advisory services.

(d)

AllFor 2017, all other fees includeconsisted of professional services provided by KPMG to review the Company’s internal audit function. For 2016, all other fees included fees for continuing professional education services.

 

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56

 

 

AUDIT COMMITTEE POLICY ON PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

 

Consistent with SEC rules regarding auditor independence, the Audit Committee is responsible for appointing, setting fees for and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility and in accordance with the Exchange Act, it is the policy of the Audit Committee to pre-approve all permissible services provided by our independent registered public accounting firm, except for minor audit-related engagements which in the aggregate do not exceed 5% of the fees we pay to our independent registered public accounting firm during a fiscal year.

 

Each year, prior to engaging our independent registered public accounting firm, management submits to the Audit Committee for approval a list of services expected to be provided during that fiscal year within each of the three categories of services described below, as well as related estimated fees, which are generally based on time and materials.

 

Audit services include audit work performed on the financial statements, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters and discussions surrounding the proper application of financial accounting and/or reporting standards.

 

Audit-related services include assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, statutory audits, employee benefit plan audits and special procedures required to meet certain regulatory requirements.

 

Tax services include compliance and other non-advisory services performed by the independent registered public accounting firm when it is most efficient and effective to use such firm as the tax service provider.

 

As appropriate, the Audit Committee then pre-approves the services and the related estimated fees. The Audit Committee requires our independent registered public accounting firm and management to report actual fees versus the estimate periodically throughout the year by category of service. During the year, circumstances may arise when it becomes necessary to engage our independent registered public accounting firm for additional services not contemplated in the initial annual proposal. In those instances, the Audit Committee pre-approves the additional services and related fees before engaging our independent registered public accounting firm to provide the additional services.

 

REPORT BY THE AUDIT COMMITTEE

Report by Audit Committee

 

The following Report by Audit Committee Report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or the liabilities of Section 18 of the Exchange Act and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by the Company under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates this Report by Audit Committee Report therein.

 

The Audit Committee operates pursuant to a written charter most recently adopted by the Company’s Board on February 26, 2015.23, 2018. The Company’s Audit Committee Charter is available through the Company’s website at www.eastwestbank.com by clicking onInvestor Relations — Corporate Information — Governance DocumentsCommittee Charting. The Audit Committee held nine meetings during the fiscal year ended December 31, 2017. These meetings were attended by all members of the Audit Committee. The meetings of the Audit Committee are designed to facilitate and encourage communication among the Audit Committee, the Company, the Company’s internal audit function and the Company’s independent registered public accounting firm.

 

The BoardAudit Committee recognizes the importance of maintaining the independence of the Company’s independent registered public accounting firm, both in fact and appearance. Each year, the Audit Committee evaluates the qualifications, performance and independence of the Company’s independent registered public accounting firm and determines whether to re-engage the current independent registered public accounting firm. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the independent registered public accounting firm, and the independent registered public accounting firm’s capabilities, technical expertise and knowledge of the Company’s operations and industry.

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Based on this evaluation, the Audit Committee has determined that each ofretained KPMG LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year. The members of the Audit Committee and the Board believe that, due to KPMG LLP’s knowledge of the Company and of the industries in which the Company operates, it is in the best interests of the Company and its shareholders to continue retention of KPMG LLP to serve as the Company’s independent underregistered public accounting firm. Although the standardsAudit Committee has the sole authority to appoint independent registered public accounting firm, the Audit Committee will continue to recommend that the Board ask the shareholders, at the Annual Meeting, to ratify the appointment of Rule 5605(a)(2) of NASDAQ’s listing standards.the independent registered public accounting firm.

 

In performing its function, the Audit Committee has among other tasks:

 

·

reviewed and discussed the audited financial statements of the Company as of and for the year ended December 31, 20152017 withmanagement and with the independent registered public accounting firm;

 

·

discussed with the Company’s independent registered public accounting firm the matters required to be discussed under PublicCompany Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16,1301, Communications with Audit Committees;Committees; and

 

·

received from the independent registered public accounting firm written disclosures regarding the auditors’ independence requiredby PCAOB Ethics and Independence Rule 3526,Communication with Audit Committees Concerning Independence,, and discussed,with the independent registered public accounting firm, their independence.

 

Based on the foregoing review and discussions, the Audit Committee recommended to the Board that theCompany’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2015,2017, forfiling with the SEC.

 

	THE AUDIT COMMITTEE
	Keith W. Renken,Lester Sussman, Chairman
	Molly Campbell
	Rudolph I. Estrada
	Lester SussmanKeith Renken

 

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OTHER INFORMATION

 

STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND MANAGEMENT

Stock Ownership of Principal Stockholders, Directors and Management

 

The following table presents the beneficial ownership of the Company’s Common Stock as of March 28, 2016,29, 2018, by (i) each person or entity known to the Company to beneficially own more than 5% of the outstanding Common Stock, (ii) the directors and director nominees, (iii) the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and the three highest compensated executive officers whose total annual compensation in 20152017 exceeded $100,000, (the “Named Executive Officers” or “NEOs”), and (iv) all directors and executives, as a group:

 

Name and Address of Beneficial Owner		Common Stock Number of Shares Beneficially Owned				Percent of Class				Common Stock Number of Shares Beneficially Owned				Percent of Class
5% Holders
BlackRock, Inc. (1)											13,767,215				9.5	%
55 East 52nd Street
New York, NY 10055			10,641,064				7.4	%
Vanguard Group, Inc.(2)
The Vanguard Group, Inc.(2)											12,847,256				8.9	%
100 Vanguard Boulevard
Malvern, PA 19355			9,686,101				6.7	%
Capital Research Global Investors (3)
333 South Hope Street 55th Floor
Los Angeles, CA 90071			8,680,000				6.0	%
Capital World Investors (4)
333 South Hope Street 55th Floor
Los Angeles, CA 90071			7,198,000				5.0	%
Directors and Executive Officers (5)
State Street Corporation(3)											7,507,298				5.19	%
State Street Financial Center
One Lincoln Street
Boston, MA 02111
Directors and Named Executive Officers(4)
Molly Campbell			2,159				*				5,448				*
Iris S. Chan			17,201				*				20,301				*
Rudolph I. Estrada			15,179				*				15,475				*
Julia S. Gouw (6)			2,000				*
Gregory L. Guyett											30				*
Paul H. Irving			20,037				*				25,137				*
Douglas P. Krause			59,190				*				54,055				*
John M. Lee			313,558				*
Herman Y. Li			52,230				*				40,130				*
Jack C. Liu			28,137				*				21,599				*
Dominic Ng (7)			617,165				*
Dominic Ng(5)											619,986				*
Irene H. Oh			37,972				*				47,744				*
Keith W. Renken (8)			77,683				*
Keith W. Renken(6)											75,833				*
Lester M. Sussman			3,446				*				8,546				*
Andy Yen			36,042				*				45,098				*
All Directors and Executive Officers, as a group (14 persons)			1,281,999				*
All Directors and Executive Officers, as a group (13 persons)											979,382				*

 

*  Less than 1%.

 

(1)

Represents shares of the Company’s common stock beneficially owned as of December 31, 2015,2017, based on the Schedule 13G/A filed by BlackRock, Inc. on January 26, 2016.23, 2018. According to the Schedule 13G/A, BlackRock, Inc. has sole voting power with respect to 10,044,76912,922,851 shares and sole dispositive power with respect to 10,641,06413,767,215 shares of the Company’s common stock.

     

(2)

Represents shares of the Company’s common stock beneficially owned as of December 31, 2015,2017, based on the Schedule 13G/A filed by The Vanguard Group, Inc. on February 11, 2016.9, 2018. According to the Schedule 13G/A, Vanguard Group, Inc. has sole voting power with respect to 103,238106,603 shares, shared voting power with respect to 6,60024,672 shares, sole dispositive power with respect to 9,584,76312,719,955 shares and shared dispositive power with respect to 101,338127,301 shares of the Company’s common stock.

 

(3)

Represents shares of the Company’s common stock beneficially owned as of December 31, 2015,2017, based on the Schedule 13G filed by Capital Research Global Investors, a division of Capital Research and Management CompanyState Street Corporation (“CRMC”State Street”), on February 12, 2016.14, 2018. According to the Schedule 13G, Capital Research Global InvestorsState Street has soleshared voting power with respect to 8,680,0007,507,298 shares and soleshared dispositive power with respect to 8,680,0007,507,298 shares of the Company’s common stock as a result of CRMC acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940.stock.

(4)

Represents shares of the Company’s common stock beneficially owned as of December 31, 2015, based on the Schedule 13G filed by Capital World Investors, a division of Capital Research and Management Company (“CRMC”) on February 12, 2016. According to the Schedule 13G, Capital World Investors has sole voting power with respect to 7,198,000 shares and sole dispositive power with respect to 7,198,000 shares of the Company’s common stock as a result of CRMC acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940.

(5)

Excludes time-based or performance-based restricted stock units (“RSUs”) that were not vested as of March 28, 2016.29, 2018. There were no time-based or performance basedperformance-based RSUs that are expected to vest within 60 days from March 28, 2016.29, 2018.

(6)

2,000 of these shares are owned by family members for whom Ms. Gouw has voting and investment power; Ms. Gouw disclaims any beneficial interest in such shares.

(7)(5)

53,000 of these shares are held in two trusts, for the benefit of family members, for which Mr. Ng has voting and investment power.

(8)(6)

32,000 of these shares are owned by a partnership for which Mr. Renken, as a partner, has voting and investment power.

 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

59

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires that the Company’s directors, executive officers and any persons holding more than ten percent of a registered class of the Company’s equity securities file with the SEC and each exchange on which the Common Stock is publicly listed, initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Directors, officers and stockholders holding greater than ten percent are required by the SEC’s regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of copies of reports on Forms 3, 4, and 5 provided during the fiscal year ended December 31, 2015,2017, the Company believes that all persons subject to the reporting requirements of Section 16(a) filed all required reports on a timely basis.

 

PROPOSALS OF STOCKHOLDERS

Proposals of Stockholders

 

Proposals of stockholders intended to be included in the proxy materials for the 20172019 annual meeting of stockholders must be received by the Secretary of East West Bancorp, Inc. 135 N. Los Robles Avenue, 7^th7th Floor, Pasadena, California 91101 by December 15, 201619, 2018 (120 days prior to the anniversary of this year’s April 18, 2018 mailing date).

 

Under Rule 14a-8 adopted by the SEC under the Exchange Act, proposals of stockholders must conform to certain requirements as to form and may be omitted from the Proxy Statement and proxy under certain circumstances. In order to avoid unnecessary expenditures of time and money by stockholders and by the Company, stockholders are urged to review this rule and, if questions arise, to consult legal counsel prior to submitting a proposal.

 

SEC rules also establish a different deadline for submission of stockholder proposals that are not intended to be included in the Company’s Proxy Statement with respect to discretionary voting (the “Discretionary Vote Deadline”). The Discretionary Vote Deadline for the 2017 annual meeting2019 Annual Meeting of stockholders is February 28, 2017March 4, 2019 (45 calendar days prior to the anniversary of the mailing date of this Proxy Statement). If a stockholder gives notice of such a proposal after the Discretionary Vote Deadline, Proxy holders will be allowed to use their discretionary voting authority to vote against the stockholder proposal without discussion when and if the proposal is raised at the 20172019 annual meeting of stockholders.

 

The Company has not been notified by any stockholder of his or her intent to present a stockholder proposal from the floor at the Annual Meeting. The enclosed Proxy grants the Proxy holders discretionary authority to vote on any matter properly brought before the Annual Meeting.

ANNUAL REPORT ON FORM 10-K

Annual Report on Form 10-K

 

Our financial statements for the fiscal year ended December 31, 20152017 are included in our Annual Report on Form 10-K, which was filed with the SEC and which we will make available to stockholders at the same time as this Proxy Statement. Our annual report and this Proxy Statement are posted on our website at www.eastwest.comwww.eastwestbank.com and are available from the SEC at its website at www.sec.gov. www.sec.gov.You may also obtain a copy of our annual report and any exhibits thereto without charge by sending a written request to Investor Relations, East West Bancorp, Inc., 135 N. Los Robles Avenue, 7^th7th Floor, Pasadena, California 91101.The91101. The Company’s annual report on Form 10-K for the fiscal year ended December 31, 20152017 will be mailed to all stockholders. The annual report on Form 10-K includes financial statements required to be filed with the SEC pursuant to the Exchange Act for the fiscal year ended December 31, 2015,2017, and the report thereon of KPMG LLP, the Company’s independent registered public accountingfirm.

 

OTHER BUSINESS

60

Other Business

 

Management knows of no business, which will be presented for consideration at the Annual Meeting other than as stated in the Notice of Meeting. If, however, other matters are properly brought before the Annual Meeting, it is the intention of the Proxy holders to vote the shares represented thereby on such matters in accordance with the recommendation of the Board and authority to do so is included in the Proxy.

 

	EAST WEST BANCORP, INC.
	DOUGLAS P. KRAUSE
	Corporate Secretary
	Pasadena, California
	April 18, 2018

 

Pasadena, California

April 13, 2016

73 

EXHIBIT A

(2016 East West Bancorp, Inc. Stock Incentive Plan)

74 

61

 

 

EAST WEST BANCORP, INC.
2016 STOCK INCENTIVE PLAN
(As AmendedIMPORTANT ANNUAL MEETING INFORMATION Using ablack ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X Annual Meeting Proxy Card PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED AS FOLLOWS: “FOR” ALL DIRECTOR NOMINEES IN PROPOSAL 1, “FOR” PROPOSAL 2, AND “FOR” PROPOSAL 3. A 1. Election of Directors. The election of all directors to serve until the next annual meeting of shareholders and Restated through April 12, 2016)to serve until his or her successors are elected and qualified Nominees: + For Withhold 01 - Molly Campbell 04 - Paul H. Irving 07 - Dominic Ng For Withhold 02 - Iris S. Chan 05 - Herman Y. Li 08 - Lester M. Sussman For Withhold 03 - Rudolph I. Estrada 06 - Jack C. Liu For Against Abstain 2. Advisory Vote to Approve Executive Compensation. An advisory vote to approve executive compensation. For Against Abstain 3. Ratification of Auditors. Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2018. 4. Other Business. The transaction of such other business as may properly come before the Meeting or any postponement or adjournment of the Meeting. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1 U P X + 02SLXA

 

Section 1. PURPOSE

 

PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. REVOCABLE PROXY — EAST WEST BANCORP, INC. Annual Meeting of Stockholders – Thursday, May 24, 2018 THIS PROXY IS SOLICITED BY THE BOARD OF PLAN

ThisDIRECTORS OF THE COMPANY The undersigned stockholder(s) of East West Bancorp, Inc. 2016 Stock Incentive Plan (the “Plan”“Company”) was established underhereby nominates, constitutes and appoints Irene Oh and Douglas P. Krause, and each of them, the name 1998 Stock Incentive Plan (“1998 Plan”). The 1998 Plan hereby is amended, restated,attorney, agent and renamed as set forth herein, effective upon and subject to the approvalproxy of the stockholdersundersigned, with full power of East West Bancorp, Inc., a Delaware corporation (the “Company”). The purpose of this Plan issubstitution, to enable the Company and its subsidiaries to attract, retain and motivate their employees, consultants and other service providers by providing for or increasing the proprietary interests of such employees, consultants and other service providers in the Company, and to enable the Company and its subsidiaries to attract, retain and motivate nonemployee directors and further align their interests with those of the stockholders of the Company by providing for or increasing the proprietary interest of such directors in the Company.

Section 2. PERSONS ELIGIBLE UNDER PLAN

Each of the following persons (each, a “Participant”) shall be eligible to be considered for the grant of Awards (as hereinafter defined) hereunder: (1) any employee of the Company or any of its subsidiaries, including any director who is also such an employee, (2) any director of the Company or any of its subsidiaries who is not also an employee of the Company or any of its subsidiaries (a “Non-employee Director”) and (3) any consultant or other service provider of the Company or any of its subsidiaries.

Section 3. AWARDS

(A) The Committee (as hereinafter defined), on behalf of the Company, is authorized under this Plan to enter into any type of arrangement with a Participant that is not inconsistent with the provisions of this Plan and that, by its terms, involves or might involve the issuance of (i) shares of commonvote all stock of the Company (“Common Shares”) or (ii) a Derivative Security (as such term is defined in Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as such rule may be amended from time to time) with an exercise or conversion privilege at a price related to the Common Shares or with a value derived from the value of the Common Shares. The entering into of any such arrangement is referred to herein as the “grant” of an “Award.”

(B) Awards may include, without limitation, sales or bonuses of stock, restricted stock, restricted stock units, stock options, stock purchase warrants, other rights to acquire stock, securities convertible into or redeemable for stock, stock appreciation rights, phantom stock, dividend equivalents, performance units or performance shares, and an Award may consist of one such security or benefit, or two or more of them in tandem or in the alternative; provided that Non Qualified Stock Options may not be granted in tandem with Incentive Stock Options, as such terms are hereinafter defined. Dividend equivalents may not be issued in connection with stock options or stock appreciation rights.

(C) Awards may be issued, and Common Shares may be issued pursuant to an Award, for any lawful consideration as determined by the Committee, including, without limitation, services rendered by the recipient of such Award.

(D) In the discretion of the Committee, Common Shares or other types of Awards authorized under the Plan may be used in connection with, or to satisfy obligations of the Company or an affiliate to eligible employees, consultants, other service providers and Non-employee Directors under, other compensation or incentive plans, programs or arrangements of the Company or an affiliate. The minimum vesting provisions contained within the Plan may be satisfied by reference to the vesting or performance period of any such other

compensation or incentive plan, program or arrangement the obligations of which are satisfied through the use of Awards under the Plan.

(E) Subject to the provisions of this Plan, the Committee, in its sole and absolute discretion, shall determine all of the terms and conditions of each Award granted under this Plan, which terms and conditions may include, among other things:

(i) a provision permitting the recipient of such Award, including any recipient who is a director or officer of the Company, to pay the purchase price of the Common Shares or other property issuable pursuant to such Award, in whole or in part, by any one or more of the following:

(a) the delivery of cash, including cash forwarded through a broker or other agent sponsored exercise or financing program;

(b) the delivery of other property deemed acceptable by the Committee; or

(c) the delivery of previously owned shares of capital stock of the Company or other property or the net withholding of Common Shares issuable or through relinquishment of stock options.

(ii) a provision required in order for such Award to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (an “Incentive Stock Option” qualified under the “Code”); provided, however, that no Award issued to any non-employee or any Non-employee Director may qualify as an Incentive Stock Option.

(F) For the purposes of the Plan, “Change of Control” shall mean the first to occur of the following events:

(I)         any date upon which the directors of the Company who were last nominated by the Board of Directors (the “Board”) for election as directors ceaseundersigned is entitled to constitute a majority of the directors of the Company, excluding any directors who were nominated by those that became directors as a result of a contested director election (proxy contest);

(II)        the date of the first public announcement that any person or entity, together with all Affiliates and Associates (as such capitalized terms are defined in Rule 12b-2 promulgated under the Exchange Act of such person or entity, shall have become the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company representing over 50% of the voting power of the Company (an “over 50% Stockholder”);provided,however, that the terms “person” and “entity,” as used in this clause (II), shall not include (1) the Company or any of its subsidiaries, (2) any employee benefit plan of the Company or any of its subsidiaries, (3) any entity holding voting securities of the Company for or pursuant to the terms of any such plan or (4) any person or entity who was an over 50% Stockholder on the date of adoption of the Plan by the Board; or

(III)       a reorganization, merger or consolidation of the Company (other than a reorganization, merger or consolidation the purpose of which is (A) to change the Company’s domicile solely within the United States or (B) the formation of a holding company in which the shareholders of the holding company after its formation are substantially the same as for the Company prior to the holding company formation), the consummation of which results in the outstanding securities of any class then subject to Awards being exchanged for or converted into cash, property or a different kind of securities.

(G) The Committee will have the authority to accelerate the vesting of any Award previously granted under this Plan in the case of death or disability.

(H) Notwithstanding anything to the contrary contained in this Section 3, neither an Award nor any interest therein may be sold, assigned, transferred, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner other than by will or the laws of descent and distribution.

(I) All certificates evidencing Awards or Common Shares issued pursuant thereto shall bear any legend determined by the Board or the Committee to be necessary or appropriate.

3.1 Stock Options

A stock option is a right to purchase a specified number of Common Shares at a specified price during such specified time as the Committee shall determine.

(a) Stock options granted may be either Incentive Stock Options or of a type that does not comply with such Code requirements (“Non Qualified Stock Options”). The requirements imposed by the Code and the regulations thereunder for qualification as an Incentive Stock Option, whether or not specified in this Plan, shall be deemed incorporated within any Award agreement pertaining to an Incentive Stock Option.

(b) The exercise price per Common Share of any stock option shall be no less than the Fair Market Value per Share subject to the stock option on the date the stock option is granted, except that in the case of an Incentive Stock Option granted to an employee who, immediately prior to such grant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any subsidiary (a “Ten Percent Employee”), the exercise price per Common Share shall not be less than one hundred ten percent (110%) of such Fair Market Value per Common Share on the date the Incentive Stock Option is granted.

“Fair Market Value” means, as of any date of determination, the most recent closing price per share of the Common Shares as published inThe Wall Street Journal unless otherwise determined by the Committee.

(c) The term of any stock option shall not be greater than ten years from its date of grant, except that in the case of an Incentive Stock Option granted to a Ten Percent Employee, such term shall not be greater than five years.

(d) A stock option may be exercised, in whole or in part, by giving written notice of exercise to the Company, specifying the number of Common Shares to be purchased, and the stock option may be subject to performance conditions and other terms as the Committee may determine from time to time, consistent with the Plan.

(e) Notwithstanding any other provision contained in the Plan or in any Award agreement, but subject to the possible exercise of the Committee’s discretion contemplated in the last sentence of this Section 3.1(e), the aggregate Fair Market Value on the date of grant, of the Common Shares with respect to which Incentive Stock Options are exercisable for the first time by an employee during any calendar year under all plans of the corporation employing such employee, any parent or subsidiary corporation of such corporation and any predecessor corporation of any such corporation shall not exceed $100,000, or such other or successor limit imposed by the Code. If the date on which one or more of such Incentive Stock Options could first be exercised would be accelerated pursuant to any provision of the Plan or any Award agreement, and the acceleration of such exercise date would result in a violation of the restriction set forth in the preceding sentence, then, notwithstanding any such provision, but subject to the provisions of the next succeeding sentence, the exercise dates of such Incentive Stock Options shall be accelerated only to the date or dates, if any, that do not result in a violation of such restriction and, in such event, the exercise dates of the Incentive Stock Options with the lowest option prices shall be accelerated to the earliest such dates. The Committee may, in its discretion, authorize the acceleration of the exercise date of one or more Incentive Stock Options even if such acceleration would violate the $100,000 restriction set forth in the first sentence of this paragraph and even if such Incentive Stock Options are thereby converted in whole or in part to Non Qualified Stock Options.

(f) Unless otherwise provided in an Award agreement, if the recipient of a stock option ceases to be an employee, consultant, other service provider or Non-employee Director of the Company and its subsidiaries for any reason, any outstanding stock options held by the optionee shall be exercisable according to the following provisions and shall otherwise terminate:

(i) If an optionee ceases to be an employee, consultant, other service provider or Non-employee Director for any reason other than resignation without the consent of the Company (or the Board, in the case of a Non-employee Director), termination for cause, disability or death, any then outstanding stock option held by such optionee which is exercisable by the optionee immediately prior to termination shall be exercisable by the optionee at any time prior to the expiration date of such stock option or within three months after the date the optionee terminates service, whichever is the shorter period;

(ii) If the optionee is terminated from employment or removed from the Board for cause, any outstanding stock option held by the optionee, whether or not exercisable immediately prior to termination, shall terminate as of the date of termination or removal;

(iii) If an optionee resigns without the consent of the Company (or the Board in the case of a Non-employee Director), any then outstanding stock option held by such optionee which is exercisable by the optionee immediately prior to termination shall be exercisable by the optionee at any time prior to the expiration date of such stock option or within thirty days after the date the optionee terminates service, whichever is the shorter period;

(iv) Following the death of an optionee during employment or service with the Company or a subsidiary or termination by reason of disability, any outstanding stock option held by the optioneevote at the timeAnnual Meeting of death or termination of service (whether or not exercisable by the optionee immediately prior to death or termination of service) shall be exercisable by the optionee or person entitled to do so under the will of the optionee, or, if the optionee shall fail to make testamentary disposition of the stock option or shall die intestate, by the legal representative of the optionee at any time prior to the expiration date of such stock option or within one year after the date of death or termination of service, whichever is the shorter period; and

(v) Following the death of an optionee after ceasing to be an employee, consultant, other service provider or Non-employee Director and during a period when a stock option is exercisable, any outstanding stock option held by the optionee at the time of death shall be exercisable by such person entitled to do so under the will of the optionee or by such legal representative (but only to the extent the stock option was exercisable by the optionee immediately prior to the death of the optionee) within one year after the date of death, but not later than the expiration date of such stock option.

(g) Except as provided in Section 7, the terms of outstanding Awards may not be amended to reduce the exercise price of outstanding stock options or stock appreciation rights or cancel or replace outstanding stock options or stock appreciation rights in exchange for cash, other Awards or stock options or stock appreciation rights with an exercise price that is less than the exercise price of the original stock options or stock appreciation rights without stockholder approval.

3.2 Stock Appreciation Rights

A stock appreciation right is a right to receive, upon surrender of the right, an amount payable in cash and/or Common Shares under such terms and conditions as the Committee shall determine.

(a) A stock appreciation right may be granted in tandem with part or all of (or in addition to, or completely independent of) a stock option or any other Award under this Plan. A stock appreciation right issued in tandem with a stock option may only be granted at the time of grant of the related stock option.

(b) The amount payable in cash and/or Common Shares with respect to each right shall be equal in value to a percentage (including up to a maximum of 100%) of the amount by which the Fair Market Value per Common Share on the exercise date exceeds the Fair Market Value per Common Share on the date of grant of the stock appreciation right. The applicable percentage shall be established by the Committee. The exercise price for a stock appreciation right shall be no less than the Fair Market Value per Common Share subject to the stock appreciation right on the date the stock appreciation right is granted. The Award agreement may state whether the amount payable is to be paid wholly in cash, wholly in Common Shares or partly in each; if the Award agreement does not so state the manner of payment, the Committee shall determine such manner of payment at the time of payment. The amount payable in Common Shares, if any, is determined with reference to the Fair Market Value per Common Share on the date of exercise. The term of a stock appreciation right shall not be greater than ten years from its date of grant.

(c) Stock appreciation rights issued in tandem with stock options shall be exercisable only to the extent that the stock options to which they relate are exercisable. Upon exercise of the tandem stock appreciation right, and to the extent of such exercise, the Participant’s underlying stock option shall automatically terminate. Similarly, upon the exercise of the tandem stock option, and to the extent of such exercise, the Participant’s related stock appreciation right shall automatically terminate.

(d) Notwithstanding any other provision of this Plan to the contrary, with respect to a stock appreciation right granted in connection with an Incentive Stock Option: (i) the stock appreciation right will expire no later than the expiration of the underlying Incentive Stock Option; (ii) the value of the payout with respect to the stock appreciation right may be for no more than one hundred percent (100%) of the difference between the exercise price of the underlying Incentive Stock Option and the Fair Market Value of the Common Shares subject to the underlying Incentive Stock Option at the time the stock appreciation right is exercised; and (iii) the stock appreciation right may be exercised only when the Fair Market Value of the Common Shares subject to the Incentive Stock Option exceeds the per Common Share exercise price of the Incentive Stock Option.

(e) Unless otherwise provided in an Award agreement, the post termination provisions of Section 3.1(f) shall also apply to stock appreciation rights.

3.3 Restricted Stock

(a) Restricted stock is stock that is issued to a Participant and is subject to such terms, conditions and restrictions as the Committee deems appropriate, which may include, but are not limited to, restrictions upon the sale, assignment, transfer or other disposition of the restricted stock and the requirement of forfeiture of the restricted stock upon termination of service under certain specified conditions and/or the failure to achieve performance conditions, including conditions relating to the Performance Criteria, as hereinafter defined. The restriction period applicable to restricted stock shall, in the case of a time based restriction, be not less than three years, with no more frequent than ratable vesting over such period or, in the case of a performance based restriction period, be not less than one year. The Committee may provide for the lapse of any such term or condition or waive any term or condition based on such factors or criteria as the Committee may determine; provided, however, except in the case of death, disability or involuntary termination other than for cause, the Committee will not accelerate the vesting of, or waive the restrictions with respect to, restricted stock. Subject to the restrictions stated in this Section 3.3 and in the applicable Award agreement, the Participant shall have, with respect to Awards of restricted stock, all of the rights of a stockholder of the Company, including the right to vote the restricted stock and the right to receive any cash dividends on such Common Shares. Unless otherwise determined by the Committee, dividends or other distributions on restricted stock which are paid in Common Shares or other securities or property shall be held subject to the same terms, conditions and restrictions as the restricted stock on which they are paid.

(b) Unless otherwise provided in an Award agreement, if the recipient of restricted stock ceases to be an employee, consultant, other service provider or Non-employee Director of the Company and its subsidiaries for

any reason, any outstanding shares of restricted stock held by the awardee shall vest or be forfeited according to the following provisions:

(i) If an awardee ceases to be an employee, consultant, other service provider or Non-employee Director by reason of death, disability or retirement (as defined in an Award agreement), any shares of restricted stock held by the awardee at the time of termination of service shall immediately vest;

(ii) If an awardee ceases to be an employee, consultant, other service provider or Non-employee Director for any reason other than death, disability or retirement (as defined in an Award agreement), any shares of restricted stock held by the awardee at the time of termination of service shall be immediately forfeited.

3.4 Performance Awards

(a) Performance awards may be granted under this Plan from time to time based on such terms and conditions as the Committee deems appropriate; provided that such Awards shall not be inconsistent with the terms and purposes of this Plan. Performance awards are Awards the payment or vesting of which is contingent upon the achievement of specified levels of performance under specified Performance Criteria, as hereinafter defined, or other performance criteria specified by the Committee, during a specified performance period by the Company, a subsidiary or subsidiaries, any branch, department, business unit or other portion thereof or the Participant individually, and/or upon a comparison of such performance with the performance of a peer group of corporations, prior performance periods or other measure selected or defined by the Committee at the time the performance award is granted. Performance awards may be in the form of performance units, performance shares, performance-based options pursuant to Section 3.1 and such other forms of performance awards as the Committee shall determine. The performance period applicable to performance awards shall be no less than one year, except in the case of earlier termination due to death, disability, retirement or Change of Control.

(b) Following completion of the applicable performance period, and prior to any payment of a performance award to the Participant, the Committee shall determine in accordance with the terms of the performance award and shall certify in writing whether the applicable performance goal or goals were achieved, or the level of such achievement, and the amount, if any, earned by the Participant based upon such performance, subject to any negative discretion retained by the Committee. For this purpose, approved minutes of the meeting of the Committee at which certification is made shall be sufficient to satisfy the requirement of a written certification. Performance awards are not intended to provide for the deferral of compensation, such that, unless a deferred election or arrangement is otherwise offered consistent with Section 409A of the Code, payment of performance awards shall be paid within two and one-half months following the end of the calendar year in which vesting occurs or such other time period if and to the extent as may be required to avoid characterization of such Awards as deferred compensation.

(c) Unless otherwise provided in an Award agreement, the following provisions shall apply if the recipient of a performance award ceases to be an employee, consultant, other service provider or Non-employee Director of the Company and its Participating subsidiaries for any reason prior to payment of the performance award:

(i) If an awardee ceases to be an employee, consultant, other service provider or Non-employee Director by reason of disability, death or retirement (as defined in an Award agreement) during the performance period, the Employee will be entitled to a pro-rata portion of the performance award based upon the number of whole and partial months of service during the performance period, contingent upon achievement of the performance goals and subject to any negative discretion retained by the Committee;

(ii) If an awardee ceases to be an employee, consultant, other service provider or Non-employee Director for any reason other than disability, death or retirement (as defined in an Award agreement) during the performance period, any performance award shall be immediately forfeited.

3.5 Other Awards

The Committee may from time to time grant Common Shares, other Share-based and non-Share-based Awards under the Plan (singly, in tandem or in combination with other Awards), including without limitation those Awards pursuant to which Common Shares are or may in the future be acquired, Awards denominated in Common Share units (including, without limitation, restricted stock units), securities convertible into Common Shares, phantom securities, dividend equivalents and cash. The Committee shall determine the terms and conditions of such other Common Shares, Share-based and non-Share-based Awards, provided that such Awards shall not be inconsistent with the terms and purposes of this Plan. Other Awards are not intended to provide for the deferral of compensation, such that, unless a deferred election or arrangement is otherwise offered consistent with Section 409A of the Code, payment of other Awards shall be paid within two and one-half months following the end of the calendar year in which vesting occurs or such other time period if and to the extent as may be required to avoid characterization of such Awards as deferred compensation.

Section 4. STOCK SUBJECT TO PLAN; LIMITATIONS

(A) Subject to the adjustment provisions of Section 7 hereof, the maximum aggregate number of Common Shares which may be granted pursuant to the Plan is the sum of (i) the number of Shares available under the Plan immediately prior to shareholder approval of this Plan (as of December 31, 2015, there were 3,016,324 Common Shares were available, subject to the counting, adjustment and substitution provisions of the Plan) and (ii) 3,000,000 Shares, all of which may be issued as Incentive Stock Options. In the case of a cash-denominated Award to be settled in shares (such that the maximum number of shares issuable cannot be determined at the date of the grant), this limitation will apply to the Awards at grant by deeming the Award to cover the number of shares having a then Fair Market Value equal to the maximum cash amount earnable under the Award. The foregoing shall be subject to adjustment as provided in Section 7 hereof. All awards issued under the Plan, regardless of type, shall count as one share against the aggregate number of Common Shares issuable hereunder.

(B) Any Common Shares which are subject to any unexercised or undistributed portion of any terminated, expired or forfeited Award (or Awards settled in cash in lieu of Common Shares) shall become available for grant pursuant to new Awards. If the exercise price of an Award is paid by delivering to the Company Common Shares previously owned by the Participant or if Common Shares are delivered or withheld for purposes of satisfying a tax withholding obligation, the number of Common Shares covered by the Award equal to the number of Common Shares so delivered or withheld shall, however, be counted against the number of Common Shares granted and shall not again be available for Awards under the Plan. Stock appreciation rights to be settled in Common Shares shall be counted in full against the number of Common Shares available for award under the Plan regardless of the number of Common Shares issued upon settlement of the stock appreciation right.

(C) Subject to the adjustment provisions of Section 7 hereof, the maximum amount that may be paid under all performance awards under the Plan, including any form of Awards based on the Performance Criteria, to any one Participant during a calendar year shall in no event exceed 1,000,000 Common Shares, in the case of performance awards paid in Common Shares. In the case of multi year performance periods, the amount which is earned in any one calendar year is the amount paid for the performance period divided by the number of calendar years in the period. In applying this limit, the amount of cash and the number of Common Shares earned by a Participant shall be measured as of the close of the applicable calendar year which ends the performance period, regardless of the fact that certification by the Committee and actual payment to the Participant may occur in a subsequent calendar year or years.

(D) Subject to the adjustment provisions of Section 7 hereof, the maximum aggregate number of Common Shares available for grants of stock options or stock appreciation rights to any one Participant under the Plan shall not exceed 1,000,000 Common Shares per calendar year. The limitations contained herein shall be interpreted and applied in a manner consistent with Section 162(m) of the Code.

(E) Subject to the adjustment provisions of Section 7 hereof, the maximum aggregate number of Common Shares available for grants of Awards to any one Non-employee Director Participant under the Plan shall not exceed 1,000,000 Common Shares per calendar year.

Section 5. PERFORMANCE-BASED COMPENSATION

(A) The Committee may, in its sole discretion, make Awards to Participants intended to comply with the “performance-based” compensation requirements of Section 162(m) of the Code. The granting or vesting of such Awards will be determined based on the attainment of objective written performance goals for a performance period specified by the Committee. The performance goal will state, in terms of an objective formula or standard, the method for computing the granting or vesting of the Award if the goal is attained. The performance goals must be established by the Committee in writing no later than 90 days after the commencement of the performance period or, if less, the number of days which is equal to 25% of the relevant performance period. Performance goals will be based on the attainment of one or more performance measures described below. To the degree consistent with Section 162(m) of the Code, the performance goals may be calculated without regard to extraordinary items. The Committee must certify in writing prior to the payment of performance-based compensation attributable to Awards of restricted stock, restricted stock units and/or performance shares or performance units that the performance goals applicable to such Awards, as well as any other material terms applicable to such Awards, were satisfied.

(B) The Committee shall establish Company performance goals for the granting or vesting of “performance-based” Awards, which may be a fixed target, comparison to a prior period, or a comparison to peer banks or other measure selected by the Committee, and which will be based solely upon one or more of the following performance measures: total stockholder return; return on stockholder equity; return on assets; ratio of non-performing assets to total assets; earnings per share; deposits; demand deposits, loans; commercial business loans; trade finance loans; non-interest income; expenses; and stock price (“Performance Criteria”). The Committee may elect to specify other performance criteria for Awards not intended to qualify as performance-based compensation under Section 162(m) of the Code. Performance measures may relate to the Company and/or one or more of its subsidiaries, one or more of its divisions or units or any combination of the foregoing, on a consolidated or nonconsolidated basis, and may be applied on an absolute basis or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee determines. For purposes of the Plan, each of the Performance Criteria shall be as set forth in the Company’s year-end financial statements and balance sheets or market reported prices, with such adjustments as are set forth below. For purposes of the Plan, each of the above criteria that are based upon income, earnings or profits of the Company shall be calculated before taking into account any bonus award paid or payable under this Plan unless otherwise determined by the Committee. In establishing performance criteria for any Plan Year, the Committee may elect to adjust the Performance Criteria to include or exclude changes in accounting principles but may not make other changes to the Performance Criteria except to the extent consistent with Section 162(m) of the Code.

Section 6. ADMINISTRATION OF PLAN

(A) This Plan shall be administered by a committee (the “Committee”) of the Board of DirectorsStockholders of the Company (the “Board”“Meeting”) consisting of two or more Non-employee Directors of the Company. In selecting directors for the Committee, it is intended that such directors shall qualify as “outside directors” within the meaning of Section 162(m) of the Code, “Non-Employee Directors” within the meaning of Rule 16b-3 and independent directors under the rules of any stock exchangeto be held at 135 N. Los Robles Ave., 6th Floor, Pasadena, California at 2:00 p.m., Pacific Time, on which the Common Shares may be listed and under any other applicable regulatory requirements, but no action of the Committee shall be void or voidable based on any failure of a member to so qualify. Any action of the Committee may be taken instead by the Board of Directors except to the extent required by Section 162(m) of the Code,Thursday, May 24, 2018, and any grant of an Award to a Non-employee Director shall be subject to approval of the Board.

(B) Subject to the provisions of this Plan, the Committee shall be authorizedadjournments thereof, as fully and empowered to do all things necessary or desirable in connection with the administration of this Plan, including, without limitation,same force and effect as the following:

(i) adopt, amendundersigned might or could do if personally present thereat, as follows and, rescind rulesin their discretion, to vote and regulations relating to this Plan;

(ii) determine which persons are Participantsact upon such other business as may properly come before the Meeting: THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 (ELECTION OF DIRECTORS); “FOR” PROPOSAL 2 (ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION); “FOR” PROPOSAL 3 (RATIFICATION OF AUDITORS). IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED BY THE PROXY HOLDERS IN THEIR DISCRETION IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD OF DIRECTORS. THE UNDERSIGNED HEREBY RATIFIES AND CONFIRMS ALL THAT SAID ATTORNEYS AND PROXYHOLDERS, OR EITHER OF THEM, OR THEIR SUBSTITUTES, SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF, AND HEREBY REVOKES ANY AND ALL PROXIES HERETOFORE GIVEN BY THE UNDERSIGNED TO VOTE AT THE MEETING. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING AND THE PROXY STATEMENT ACCOMPANYING SAID NOTICE. (Continued and to which of such Participants, if any, Awards shall be granted hereunder;

(iii) grant Awards to Participantsmarked, dated and determine the terms and conditions thereof, including the number of Common Shares issuable pursuant thereto;

(iv) determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof;

(v) interpret and construe this Plan and the terms and conditions of any Award granted hereunder; and

(vi) certify in writing prior to payment of compensation that the performance goals and any other material terms of an Award were in fact satisfied. For this purpose, approved minutes of the Committee meeting in which the certification is made are treated as a written certification.

(C) Unless prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or some of its responsibilities and powers to any one or more of its members and also may delegate all or some of its responsibilities and powers to any person or persons it selects. The Committee may revoke any such allocation or delegation at any time.

(D) Notwithstanding the foregoing provisions of this Section 6, no power given the Committee herein shall be used after a Change of Control to affect detrimentally the rights of any Participant with respect to any Awards hereunder which are outstanding immediately prior to the Change of Control.

Section 7. ADJUSTMENTS

If the outstanding securities of the class then subject to this Plan are increased, decreased or exchanged for or converted into cash, property or a different number or kind of securities, or if cash, property or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular cash dividend) or other distribution, stock split, reverse stock split or the like, or if substantially all of the property and assets of the Company are sold, then, the Committee shall make appropriate and proportionate adjustments in (i) the number and type of shares or other securities or cash or other property that may be acquired pursuant to Awards theretofore granted under this Plan and (ii) the maximum number and type of shares or other securities that may be issued pursuant to Awards thereafter granted under this Plan and under each limit (including the per person limits) specified in the Plan.

In case of any adjustment or substitution as provided for in this Section 7, the aggregate option price for all Common Shares subject to each then outstanding stock option, stock appreciation right, performance award or other Award, prior to such adjustment or substitution shall be the aggregate option price for all shares of stock or other securities (including any fraction), cash or other property to which such Common Shares shall have been adjusted or which shall have been substituted for such Common Shares. Any new option price per share or other unit shall be carried to at least three decimal places with the last decimal place rounded upwards to the nearest whole number.

If the outstanding shares of the Common Shares shall be changed in value by reason of any spin off, split off or split up, or dividend in partial liquidation, dividend in property other than cash, or extraordinary distribution to shareholders of the Common Shares, (a) the Committee shall make any adjustments to any then outstanding

stock option, stock appreciation right, performance award or other Award, which it determines are equitably required to prevent dilution or enlargement of the rights of optionees and awardees which would otherwise result from any such transaction, and (b) unless otherwise determined by the Committee in its discretion, any stock, securities, cash or other property distributed with respect to any restricted stock held in escrow or for which any restricted stock held in escrow shall be exchanged in any such transaction shall also be held by the Company in escrow and shall be subject to the same restrictions as are applicable to the restricted stock in respect of which such stock, securities, cash or other property was distributed or exchanged.

Section 8. CHANGE OF CONTROL

Notwithstanding any other provision of the Plan to the contrary, and unless the applicable Award agreement shall otherwise provide, in the event the employment or service of a Participant is terminated by the Company without “Cause”, as defined in this Section 8, within three years following the occurrence of a Change of Control of the Company:

(i) all stock options and freestanding stock appreciation rights which are then outstanding hereunder shall become fully vested and exercisable;

(ii) all restrictions with respect to shares of restricted stock and restricted stock units which are then outstanding hereunder shall lapse, and such shares and units shall be fully vested and nonforfeitable; and

(iii) the uncompleted performance periods for all performance awards which are then outstanding shall be deemed to be completed, and all performance criteria and other conditions relating to such performance awards shall automatically be deemed waived for the entire performance period, and the participant shall become entitled to receipt of the target number of shares of Common Shares subject to such awards. 

For purposes of this Section 8, following a Change of Control, “Cause” means any termination of employment where it can be shown that the Participant has (i) willfully failed to perform his or her employment duties for the Company, (ii) willfully engaged in conduct that is materially injurious to the Company, monetarily or otherwise, or (iii) committed acts that constitute a felony under applicable federal or state law or constitute common law fraud.  For purposes of this definition, no act or failure to actsigned, on the Participant’s part shall be considered “willful” unless done, or omitted to be done, by him or her not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.other side)

Section 9. AMENDMENT AND TERMINATION OF PLAN

The Board may amend or terminate this Plan at any time and in any manner, except for the provisions of the Plan which specify that certain actions or matters must be approved by the stockholders, and provided that no such amendment or termination shall deprive the recipient of any Award theretofore granted under this Plan, without the consent of such recipient, of any of his or her rights thereunder or with respect thereto.

Section 10. EFFECTIVE DATE OF PLAN AND DURATION OF THE PLAN

This Plan as amended shall be effective as of the latter of the date upon which it was approved by the Board of Directors of the Company subject to stockholder approval and the date on which it was approved by the holders of a majority of the voting securities of the Company (the “Effective Date”). The Committee shall have authority to grant Awards hereunder from the Effective Date until the tenth (10^th) anniversary of the Effective Date, subject to the ability of the Board to terminate the Plan as provided in Section 9 hereof. Absent additional stockholder approval, no performance awards may be granted under the Plan subsequent to the time required for re-approval under the regulations issued pursuant to Section 162(m) of the Code.

Section 11. FOREIGN PLAN REQUIREMENTS

To the extent the Committee deems it necessary, appropriate or desirable to comply with foreign law or practices and to further the purpose of the Plan, the Committee may, without amending this Plan, establish special rules and/or sub plans applicable to Awards granted to Participants who are foreign nationals, are employed outside the United States, or both, and may grant Awards to such Participants in accordance with those rules. In the event that the payment amount is calculated in a foreign currency, the payment amount will be converted to U.S. dollars using the prevailing exchange rate published inThe Wall Street Journal (or in such other reliable publication as the Committee, in its discretion, may determine to rely on) on the relevant date.

Section 12. RIGHTS OF PARTICIPANTS

(a) Status as an eligible Participant shall not be construed as a commitment that any Award will be made under the Plan to such eligible Participant or to eligible Participants generally.

(b) Nothing contained in the Plan (or in any other documents related to this Plan or to any Award) shall confer upon any employee, consultant or other service provider or Participant any right to continue in the employ or service of the Company or any of its subsidiaries or constitute any contract or limit in any way the right of the Company or any subsidiary to change such person’s compensation or other benefits or to terminate the employment of such person with or without cause or limit the right of the Board or the Company’s stockholders to elect or remove directors.

Section 13. WITHHOLDING

To the extent required by applicable Federal, state, local or foreign law, the Participant or his or her successor shall make arrangements satisfactory to the Company, in its discretion, for the satisfaction of any withholding tax obligations that arise in connection with an Award. The Company shall not be required to issue any Common Shares or make any cash or other payment under the Plan until such obligations are satisfied.

The Company is authorized to withhold from any Award granted or any payment due under the Plan, including from a distribution of Common Shares, amounts of withholding taxes due with respect to an Award, its exercise or any payment thereunder, and to take such other action as the Committee may deem necessary or advisable to enable the Company and Participants to satisfy obligations for the payment of such taxes. This authority shall include authority to withhold or receive Common Shares or other property, to make cash payments in respect thereof in satisfaction of such tax obligations, and the ability to restrict withholding to statutory minimum amounts where necessary or applicable to avoid adverse accounting treatment.

Section 14. GOVERNING LAW

This Plan and any Award granted hereunder shall be governed by and construed and enforced in accordance with the laws of the State of California without reference to choice or conflict of law principles.  

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