Felix Fernandez
CATHAY GENERAL BANCORPAbout Felix S. Fernandez
Independent director of Cathay General Bancorp (CATY) since 2013; age 74. Former Corporate EVP and Regional President (Northern California Community Banking) at Wells Fargo, retiring in 2011 after 15+ years; prior roles include EVP of International Business Banking at State National Bank (El Paso) and positions at Valley National Bank of Arizona (later part of Chase). Holds an MBA with a finance emphasis; brings extensive bank operating leadership, risk oversight, and audit experience to CATY’s board .
Past Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Wells Fargo | Corporate EVP & Regional President, Community Banking (Northern California) | Retired 2011; 15+ years at Wells Fargo | Oversaw 150 branches, $15B deposits, $1.5B loans, 2,700 employees |
| State National Bank (El Paso, TX) | EVP, International Business Banking | Not disclosed | Oversaw Mexico business market |
| Valley National Bank of Arizona (later part of Chase) | Various capacities | Not disclosed | Bank operating experience prior to Wells Fargo |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sacramento State University Enterprise, Inc. | Board member | Not disclosed | Community/business organization |
| Dignity Health Sacramento Service Region Board | Board member | Not disclosed | Healthcare system regional board |
| Crocker Art Museum | Board member | Not disclosed | Non-profit cultural institution |
| California Bankers Association | Board role | Not disclosed | Industry association |
| Pan American Bank | Board member (prior) | Not disclosed | Prior bank board service |
Board Governance
- Independence: Determined independent under Nasdaq rules; all Audit, Compensation, and Nomination & Governance committees comprised of independent directors .
- Committees: Investment Committee (Chair), Audit Committee (member), Risk Committee (member) . Audit Committee membership list includes Fernandez; Chair: Kelly L. Chan, Vice Chair: Elizabeth Woo .
- 2024 meetings: Board met 7 times; each director attended >75% of Board and committee meetings served; all current directors attended the 2024 annual meeting .
- Committee activity (2024): Audit (10 meetings), Investment (3), Risk (5); Fernandez marked as Investment Chair and member of Audit/Risk in the committee matrix .
Fixed Compensation
| Component (Director) | Amount (2024) | Notes |
|---|---|---|
| Fees earned or paid in cash | $134,750 | Includes annual board retainer and committee fees |
| Stock awards | $84,999 | Annual director stock grant (~$85,000 target) |
| Total | $219,749 | Sum of cash + equity |
- Structure highlights: Non-employee directors receive a $55,000 annual cash retainer; $750 per committee or special meeting; additional annual retainers paid to committee chairs ($10,000; Audit Chair $15,000; Lead Independent Director $35,000). In April 2024, each non-employee director received common stock grants with a target value of $85,000 .
Performance Compensation
| Metric | Status | Detail |
|---|---|---|
| Director performance-based pay | Not applicable | No performance-based metrics or incentive plans disclosed for directors; director pay comprises cash retainers, meeting fees, and annual equity grants |
Other Directorships & Interlocks
| Company/Org | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Pan American Bank | Bank (prior) | Board member | Historical service; no current interlock disclosed with CATY customers/suppliers |
| California Bankers Association | Industry association | Board role | Association role; no conflict disclosed |
- Compensation Committee interlocks: Proxy reports no relationships requiring disclosure, aside from an office lease described below which involves another director (Richard Sun), not Fernandez .
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Banking operations leadership | Led large regional banking operations at Wells Fargo (branches, deposits, loans, personnel) |
| Risk management | Investment and Risk committee service at CATY |
| Audit/financial literacy | Audit Committee member at CATY |
| Finance education | MBA with finance emphasis |
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 22,019 | Held via Felix and Katherine Fernandez Trust |
| Ownership % of outstanding | <1% | Percent does not exceed one percent |
| Director ownership guidelines | 3x annual cash retainer | Amended Jan 18, 2024; all current directors meet or are within 5-year grace period |
| Hedging/pledging policy | Prohibited without Board approval | No approvals granted; aligns with investor interests |
Related Party Transactions (Conflict Review)
- Policy: Related party transactions reviewed/approved by Audit Committee; extensions of credit subject to Regulation O; directors must abstain from discussions affecting their interests .
- Disclosed transactions: Office lease with Sun Rich Development I, LLC (entity jointly owned by director Richard Sun and family) assigned to Cathay Bank from HSBC; 2024 rent ~$196,956. Banking transactions with certain directors/officers/families conducted on market terms with normal risk; except as indicated, no existing or proposed material transactions with executive officers/directors/5% holders or immediate families .
- Fernandez: No specific related party transactions disclosed involving Fernandez .
SAY-ON-PAY & Shareholder Feedback
| Item | Outcome |
|---|---|
| 2024 Say-on-Pay approval | 94.22% votes in favor |
Governance Assessment
- Strengths: Independent status; chairs Investment Committee and serves on Audit and Risk; robust attendance; alignment via equity ownership and stricter director ownership guidelines; prohibition on hedging/pledging with no exceptions granted; structured oversight through independent committees .
- Conflicts/Red Flags: No Fernandez-specific related-party transactions disclosed; broader related-party office lease pertains to another director (Richard Sun) and is monitored under Board policies—mitigates conflict risk. No Section 16(a) filing issues named for Fernandez in 2024 .
- Implications for investor confidence: Fernandez’s committee leadership in Investments, presence on Audit and Risk, and long-tenured bank operating expertise support board effectiveness in capital allocation and risk oversight; compensation and ownership policies reinforce alignment and governance rigor .