🧾 What This Document Is

This is Hope Bancorp's Definitive Proxy Statement (DEF 14A). Think of it as a detailed "voter's guide" for shareholders ahead of the company's annual meeting. It explains what will be voted on, provides background on the company's performance and leadership, and asks shareholders to approve key items like director elections, the auditor, and executive pay. The annual meeting is virtual on May 21, 2026.

🏢 What The Company Does

👉 In simple terms, Hope Bancorp (ticker: HOPE) is the holding company for Bank of Hope, the largest regional bank focused on serving multi-cultural communities, especially Korean Americans, across the continental U.S. and Hawaii.

After acquiring Territorial Bancorp in April 2025, they now have 74 total branches (45 under Bank of Hope, 29 under Territorial Savings in Hawaii). They offer typical banking services: commercial loans, mortgages, SBA loans, treasury management, and foreign exchange. As of Dec. 31, 2025, they had $18.5 billion in total assets.

🗳️ What You're Voting On

Shareholders will vote on three main proposals at the virtual annual meeting:

1. Election of 9 Directors: Vote "FOR ALL" to elect the slate, including two new nominees.
2. Ratify the Auditor: Approve Crowe LLP as the independent auditor for 2026.
3. Approve Executive Compensation (Advisory Vote): Cast a non-binding "FOR" vote on the 2025 pay for top executives.

👉 The Board recommends a "FOR" vote on all three proposals.

👥 Board Changes & New Faces

The board is shrinking from 10 to 9 directors. Four current directors are retiring (including Honorary Chairman Steven S. Koh). Seven incumbents are running again, joined by two new nominees:

• Takaaki Nakajima (66): Adds deep international banking and risk management experience from decades at Mitsubishi UFJ and as an advisor at McKinsey & Co.
• Guido F. Sacchi (62): Brings major tech and cybersecurity expertise, former Chief Information Officer of Global Payments Inc.

👉 Why it matters: The new hires signal a strategic focus on global markets and digital transformation/cybersecurity.

💰 2025 Performance & Executive Pay

2025 was framed as a "year of progress." Key achievements included lowering deposit costs, reducing reliance on brokered funding, improving asset quality, and integrating the Territorial acquisition.

Regarding executive pay (for the CEO and other top officers):

• Base Salaries: Increased. CEO Kevin S. Kim got a 5.0% raise; other NEOs got 4.0-5.0%.
• Annual Bonuses (STIP): Were paid out below target, reflecting overall company performance against financial goals.
• Long-Term Incentives (LTIP): Awards are half time-based Restricted Stock Units (RSUs) and half Performance Shares (PSUs). Notably, the PSUs from the 2023-2025 cycle were completely forfeited due to not meeting performance targets.

👉 The big picture: The compensation structure was overhauled in 2024 after shareholder feedback. The 2025 "Say-on-Pay" vote received 95% approval, showing shareholders are satisfied with the new, performance-focused design.

⚖️ Governance Strengths & Risks

The company highlighted several governance improvements:

• 👍 Enhanced Lead Independent Director Role: Duties and responsibilities have been strengthened to ensure independent oversight.
• 👍 Majority Voting: Now standard for uncontested director elections, with a resignation policy for directors who don't get a majority.
• 👍 CEO Succession Planning: New guidelines added.

Potential Risks to Watch:

• ⚠️ Interest Rate & Economic Environment: As a bank, profitability is highly sensitive to these factors.
• ⚠️ Integration Risk: Successfully merging the Territorial business and achieving cost savings is crucial.
• ⚠️ Execution on Strategy: The new board members and leadership changes need to translate into sustained financial performance and growth in fees.

🔮 What's Next

The company's strategy moving forward is to:

1. Continue strengthening its balance sheet and deposit mix.
2. Build and diversify fee-based revenue (like swap fees and cash management).
3. Leverage the expanded Hawaii market from the Territorial acquisition.
4. Execute on its investments in new talent and technology.

🧠 The Analogy

Hope Bancorp is like a ship that has just finished a major refit and hired new navigators. The captain (CEO) is staying the course, but the crew (board) has been refreshed with experts in new areas (global ops, tech). They've patched up the hull (balance sheet) and added a new wing (Hawaii), but their performance bonus (executive pay) was cut last year because the ship didn't move as fast as hoped. Now, they're asking the owners (shareholders) to approve the new crew and the plan for the next leg of the journey.

🧩 Final Takeaway

Hope Bancorp is consolidating its position as a leading multi-cultural bank by strengthening its board with tech and global expertise, refining its executive pay to align with performance, and integrating its Hawaii expansion. Shareholders are being asked to endorse this leadership and strategic direction.