Elizabeth Woo
CATHAY GENERAL BANCORPAbout Elizabeth Woo
Elizabeth Woo (age 46) is an independent director of Cathay General Bancorp (CATY) since 2024. She is Associate Professor of the Practice of Accounting at USC, previously a UCLA Accounting Lecturer (2018–June 2024), Managing Director at Crowe LLP (Head of Audit Methodology), and Senior Manager in BDO’s National Assurance Office; she holds an MBA and is a CPA with ICFR, SEC reporting, and GAAP expertise, and is classified as a financial expert. She serves on the Audit Committee as Vice Chair and on the Compensation Committee; her qualifications include data analytics, automation, AI, risk management, and internal audit oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crowe LLP | Managing Director; Head of Audit Methodology | 2013–2020 | Led audit methodology; ICFR/SEC/GAAP expertise |
| BDO LLP | Senior Manager, National Assurance Office | Prior to 2013 (date not specified) | National assurance work; technical accounting |
| UCLA | Lecturer of Accounting | 2018–June 2024 | Academic instruction in accounting |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| USC | Associate Professor of the Practice of Accounting | Current | Data analytics, automation, AI; risk and internal audit oversight |
Board Governance
- Independence: The Board determined Ms. Woo is “independent” under Nasdaq rules; she serves on committees comprised entirely of independent directors .
- Committee Assignments and Chair Roles:
- Audit Committee member since May 2024; appointed Vice Chair in September 2024; designated an “audit committee financial expert” by the Board .
- Compensation Committee member since July 2024 .
- Board attendance: In 2024, the Board met 7 times; each director attended more than 75% of Board and applicable committee meetings; all current directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet at least quarterly; they met six times in 2024 .
- Lead Independent Director: Nelson Chung .
- Years of service: Director since 2024 .
| 2024 Board/Committees | Meetings Held | Woo Membership | Role/Notes |
|---|---|---|---|
| Board | 7 | Director (since 2024) | Independent |
| Audit Committee | 10 | Member (May 2024); Vice Chair (Sept 2024) | Financial Expert |
| Compensation Committee | 7 | Member (July 2024) | Independent |
| Independent Directors’ Executive Sessions | 6 | Participant | Quarterly minimum |
Fixed Compensation
- Director fee structure:
- Annual cash retainer: $55,000 for non-employee directors; $750 per committee/special meeting or executive session attended; no fee for regular bimonthly board meetings .
- Committee chair retainers: Audit Chair $15,000; other Board/Bank committee chairs $10,000; Lead Independent Director $35,000; specific Bank Board chairs as disclosed .
- April 2024 equity awards: $85,000 target value in common stock to each non-employee director and two employee vice chair directors; grants were on April 12, 2024 .
- 2024 actual compensation for Elizabeth Woo (partial-year, director since May 13, 2024):
- No stock award recorded in 2024; cash fees of $46,163; total $46,163 .
| 2024 Director Compensation (USD) | Cash Fees | Stock Awards | Option Awards | Other | Total |
|---|---|---|---|---|---|
| Elizabeth Woo | $46,163 | $0 | — | — | $46,163 |
| Standard Director Fee Elements (Policy) | Amount |
|---|---|
| Annual Cash Retainer | $55,000 |
| Per Committee/Executive Session Meeting Fee | $750 |
| Lead Independent Director Retainer | $35,000 |
| Audit Committee Chair Retainer | $15,000 |
| Other Committee Chair Retainers | $10,000 |
| April 12, 2024 Equity Grant (target value) | $85,000 (common stock) |
Performance Compensation
- Director compensation at CATY is service-based; no performance metrics are tied to director pay. Ms. Woo did not receive a 2024 stock award (appointed after the April 12, 2024 grant date) .
- Plan terms relevant to directors: Non-employee director awards are capped such that aggregate grant-date fair value plus cash compensation does not exceed $500,000 per year; minimum vesting one year (with specified exceptions); dividends on awards payable only after vest/earn; clawback aligned with the Company’s general clawback policy (amended in 2023) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Woo |
| Prior public company boards | Not disclosed |
| Committee roles at other companies | Not disclosed |
| Interlocks/conflicts | None disclosed; Compensation Committee interlocks disclosure notes no relationships requiring disclosure, other than the separate office lease matter (not involving Ms. Woo) |
Expertise & Qualifications
- CPA; MBA; extensive accounting/auditing experience; ICFR, SEC reporting, GAAP knowledge .
- Data analytics, automation, and AI insights applicable to financial oversight .
- Board-designated “audit committee financial expert” .
Equity Ownership
- Beneficial ownership: 0 shares as of March 20, 2025 (percent does not exceed 1%) .
- Shares outstanding for reference: 70,004,272 as of March 20, 2025 .
- Director stock ownership guidelines: Increased on January 18, 2024 to 3× annual cash retainer; all current directors either meet the requirement or are within the five-year grace period (Ms. Woo is within the grace period as a 2024 appointee) .
- Hedging/pledging: Prohibited for directors unless advance Board approval; no approvals granted .
| Ownership and Alignment | Value |
|---|---|
| Total Beneficial Ownership (shares) | 0 |
| Ownership % of Shares Outstanding | 0.00% (based on 70,004,272 shares) |
| Ownership Guideline | 3× annual cash retainer; 5-year compliance period |
| Compliance Status | Within grace period |
| Hedging/Pledging Policy | Prohibited absent Board approval; no approvals |
Related-Party & Conflicts Review
- Policies: All related-party transactions subject to Audit Committee review; Regulation O governs extensions of credit to insiders; conflicts must be disclosed and abstained per Code of Ethics .
- Disclosed transactions: An office lease with an entity owned by director Richard Sun and immediate family; 2024 rent paid ~$196,956. No other existing or proposed material transactions with directors/officers/5% holders or their immediate families are disclosed (no adverse proceedings reported) .
- Ms. Woo: No related-party transactions disclosed involving her .
Insider Trading Compliance
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company reports overall compliance; late filings noted for two executive officers and one director (not Ms. Woo) due to administrative error |
| Insider trading policy | Prohibits trading while in possession of MNPI; outlines pledging/hedging prohibitions |
Governance Assessment
- Board effectiveness: Ms. Woo strengthens audit oversight as Vice Chair and a designated financial expert, contributing accounting, ICFR, and analytics/AI expertise aligned with banking risk oversight .
- Independence and engagement: Independent; joined Audit and Compensation committees in 2024; Board reports >75% attendance for all directors and regular independent executive sessions, supporting engagement and oversight quality .
- Alignment: Ms. Woo held 0 shares as of the record date; however, directors must meet 3× retainer ownership within five years, and the Company prohibits pledging/hedging—mitigating misalignment risks over time .
- Conflicts/Red flags: No related-party transactions, hedging/pledging approvals, or delinquent Section 16(a) reports involving Ms. Woo; no compensation interlock issues identified in 2024 disclosures. RED FLAGs: None disclosed specific to Ms. Woo .