Shally Wang
CATHAY GENERAL BANCORPAbout Shally Wang
Independent director of Cathay General Bancorp (CATY) since 2021; age 68. Former General Manager at IBM Greater China Group with 34 years at IBM (1983–2017), followed by senior advisory and leadership roles in fintech and cybersecurity; holds master’s degrees in Mathematics and Computer Science. Board-class update: currently a Class I director; nominated to move to Class II at the May 12, 2025 annual meeting to rebalance classes; if elected, she will resign her Class I seat concurrent with election to Class II .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM Greater China Group | General Manager; prior roles across GBS/IT services, banking sector solutions | 1983–2017 | Led modernization for China banking clients; enterprise systems architecture and governance; industry thought leadership (e.g., China Banking Show keynotes) |
| Technology-driven startup (unnamed) | President (cybersecurity solutions for banking clients) | Post-retirement (dates not disclosed) | Expanded expertise to large enterprise cybersecurity for banks |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Digital China Information Service Company | Group Senior Advisor | Until 2023 | One of the largest privately-owned IT enterprises; leader in Fintech/IT in China |
No other public company directorships are disclosed for Ms. Wang in the 2025 proxy .
Board Governance
- Independence: Board determined Ms. Wang is independent under Nasdaq rules; all Audit, Compensation, and Nomination & Governance committee members are independent .
- Committee assignments (2024–2025): Compensation Committee member; not a chair .
- Attendance: In 2024, each director attended more than 75% of aggregate Board and committee meetings; Board held seven meetings; all current directors attended the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session six times in 2024 .
- Lead Independent Director: Nelson Chung (context for board leadership) .
- Board class/term: Currently Class I; nominated as Class II for election in 2025 to serve until 2028 if elected .
Fixed Compensation
Structure for non-employee directors (2024):
- Annual cash retainer: $55,000
- Meeting fees: $750 per committee or special meeting or executive session attended; no fee for regular bimonthly board meetings
- Chair retainers: $15,000 (Audit Chair), $10,000 for other Board/Bank Board committee chairs (with noted exceptions)
- Annual equity grant: shares with target value $85,000 based on closing price on April 12, 2024 (awarded in April 2024)
Ms. Wang’s 2024 director compensation:
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 65,500 |
| Stock awards (grant-date fair value) | 84,999 |
| Option awards | — (none) |
| Total | 150,499 |
Performance Compensation
- Directors do not receive performance-based incentives (no options; annual equity awards are service-based common stock grants) .
- As a Compensation Committee member, Ms. Wang oversees executive incentive design. 2024 NEO annual bonus metrics and outcomes (for oversight context): | Metric | Target | Actual | Payout % of target component | |---|---|---|---| | EPS | $4.45 | $3.95 | 77.53% | | ROA | 1.35% | 1.22% | 80.74% |
2024 NEO bonuses were determined in Feb 2025 based on these results; individual/departmental performance ratings produced 75%–120% payout on that component (CEO at 120%) .
Other Directorships & Interlocks
- Public company boards: None disclosed for Ms. Wang .
- Compensation Committee interlocks: The proxy discloses no relationships requiring disclosure for Compensation Committee members other than an office lease related to another director (Richard Sun); no interlocks identified for Ms. Wang .
Expertise & Qualifications
- Technology/Systems; Information Security in financial sector; Leadership; Business Operations; Finance; Risk Management (as designated by the Board) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 7,160 shares |
| % of shares outstanding | <1% (does not exceed one percent) |
| Vested/unvested/derivatives | Not disclosed for Ms. Wang; no RSUs within 60 days noted in footnotes for her line |
| Pledging/Hedging policy | Prohibited for directors/officers absent prior Board approval; no approvals granted |
| Director stock ownership guideline | 3× annual cash retainer (amended Jan 18, 2024) |
| Compliance statement | As of Mar 20, 2025, all current directors meet guidelines or are within the 5-year grace period |
Governance Assessment
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Strengths
- Independence and committee role: Independent director serving on the Compensation Committee, which is fully independent and uses an independent consultant (FW Cook); 2024 say‑on‑pay support at 94.22% signals broad investor alignment with pay practices she oversees .
- Attendance and engagement: >75% attendance along with regular independent executive sessions indicates active oversight; Board met seven times in 2024 .
- Alignment policies: Robust anti‑pledging/hedging policy with no approvals, and director ownership guidelines increased to 3× cash retainer in 2024; Board states all directors meet or are within grace period .
- Conflicts: No related‑party transactions disclosed involving Ms. Wang; broad related‑party review framework in place via Audit Committee .
-
Watch items
- Direct personal ownership is modest at 7,160 shares (<1% of outstanding), though directors have guidelines and prohibitions on pledging; lack of disclosed derivative/pledged positions reduces conflict risk .
- Committee concentration: Currently on Compensation only; not an Audit/Risk member. However, Audit/Risk coverage by other independent directors (including financial experts) mitigates this .
Overall, available disclosures indicate an independent, technology‑savvy director with strong enterprise IT and information security background, regular attendance, and participation in compensation oversight with investor‑aligned practices and no disclosed conflicts or related‑party exposure .