Jane Jelenko - Director | CATHAY GENERAL BANCORP (CATY) Executive Profile & Compensation

About Jane Jelenko

Independent director since 2012 (Age 76), Jane Jelenko chairs the Board Risk Committee and serves on the Audit and Nomination & Governance Committees. Former KPMG LLP consulting partner and National Industry Director for Banking & Finance, she is designated by the Board as an Audit Committee Financial Expert, reflecting deep finance, risk, and governance credentials .

Past Roles

Organization	Role	Tenure	Committees/Impact
KPMG LLP	First female consulting partner; National Industry Director, Banking & Finance; leader, Banking & Investment Services Consulting group	1977–2003	Led banking advisory; board-level experience; established risk/finance expertise
Countrywide Bank	Director	Not disclosed	Audit and Operations Committees; financial oversight
Los Angeles Area Chamber of Commerce	Executive Committee	Not disclosed	Civic/business leadership
Organization of Women Executives	Board member	Not disclosed	Executive network and governance exposure

External Roles

Organization	Role	Current/Prior	Notes
SunAmerica Mutual Funds (two families)	Director	Current	Registered investment company board experience
Center Dance Arts (LA Music Center)	Board	Current	Non-profit governance
American Dance Movement	Board	Current	Non-profit governance
Everybody Dance LA	Board	Current	Non-profit governance
Constitutional Rights Foundation	Emeritus	Current	Non-profit governance

Board Governance

Committee assignments: Risk (Chair), Audit, Nomination & Governance .
Financial Expert designation: Jelenko qualifies as an Audit Committee Financial Expert per SEC rules .
Independence: Board determined Jelenko is independent under Nasdaq rules; Audit/Compensation/Nominating committees comprised entirely of independent directors .
Attendance and engagement: Board met 7 times in 2024; each director attended >75% of Board and relevant committee meetings; all current directors attended the 2024 annual meeting . Independent directors met in executive session at least quarterly; six sessions in 2024 .
Risk oversight cadence: Risk Committee (which she chairs) met 5 times in 2024; Audit 10; Nomination & Governance 7 .

Fixed Compensation

Component	Policy Amounts (structure)	2024 Actual – Jane Jelenko ($)
Annual director cash retainer	$55,000 (non-officer directors)	100,250 (fees earned/paid in cash)
Committee meeting fee	$750 per committee/special meeting/executive session	Included in cash total
Committee chair retainers	$15,000 Audit Chair; $10,000 other Board/Bank committee chairs (certain Bank committee chair fees excluded from Board fees)	Not applicable (Risk Chair fee falls under $10,000 category; included in cash total)
Lead Independent Director retainer	$35,000 (not applicable to Jelenko)	—

Mix and totals:

Cash: $100,250
Equity (stock grant): $84,999
Total: $185,249

Performance Compensation

Item	Disclosure
Performance-linked metrics (directors)	None disclosed; annual equity grants to directors are in common stock, not performance RSUs .

Other Directorships & Interlocks

Entity	Nature	Potential Interlock/Conflict
SunAmerica Mutual Funds (two families)	Outside director	No related-party transactions involving Jelenko disclosed; Board’s only related-party transaction in 2024 was an office lease with an entity owned by director Richard Sun and family; not linked to Jelenko .

Expertise & Qualifications

Finance and risk: Former KPMG National Industry Director; Audit Committee Financial Expert designation .
Banking operations and governance: Prior Countrywide Bank board (Audit/Operations) .
Risk oversight leadership: Chairs Board Risk Committee; Board charter requires independent chair and sets specific independence criteria for risk chair .
Technology/systems familiarity: Board skills matrix attributes include Technology/Systems, Leadership, Business Operations, Finance, Risk Management; Jelenko marked across these categories .

Equity Ownership

Metric	Value
Total beneficial ownership (shares)	14,228 (held via Jelenko-Norris Marital Trust: 2,116; Jelenko-Norris Survivors Trust: 12,112)
Shares outstanding (record date)	70,004,272
Ownership as % of shares outstanding	~0.02% (14,228 / 70,004,272; computed from cited values)
Pledging/hedging	Prohibited without pre-approval; no approvals granted
Director stock ownership guidelines	Must hold shares equal to 3x annual cash retainer; guideline increased Jan 18, 2024; all current directors meet or are within five-year grace period
Retainer reference (for guideline)	Annual retainer $55,000 → guideline target value 3x ($165,000) (computed from cited policy)

Governance Assessment

Strengths
- Independent status; multi-committee engagement; chairs Risk Committee with structured enterprise risk oversight and regular reporting from CRO .
- Financial expertise confirmed; member of Audit Committee; executive sessions held regularly; 2024 attendance >75% .
- Director alignment through equity grants and ownership guideline; no pledging/hedging approvals; adherence to related-party policies .
Potential red flags/monitoring points
- Related-party exposure on the Board exists (office lease with entity owned by another director), though not involving Jelenko; Audit Committee oversees related-party transactions per policy .
- Board leadership remains executive-chair model; independence mitigated by Lead Independent Director structure and frequent executive sessions; continued monitoring of risk oversight effectiveness advisable .
Shareholder sentiment signal
- Say-on-Pay (2024) approval 94.22%, indicating broad support for compensation practices; supports overall governance climate but primarily pertains to executives, not director pay .

Overall, Jelenko’s profile reflects robust risk and audit oversight credentials, consistent meeting engagement, and alignment policies that reduce conflict risk. No Jelenko-specific related-party or hedging/pledging concerns are disclosed .