Mark Hutchins
EAST WEST BANCORPAbout Mark Hutchins
Mark Hutchins, age 62, is an independent director of East West Bancorp, Inc. (EWBC) since 2023. He is a retired audit and advisory partner at KPMG LLP, where he held multiple leadership roles, and he brings nearly 40 years of financial services experience; he is designated as an Audit Committee Financial Expert and serves as Chair of EWBC’s Risk Oversight Committee as a Federal Reserve “risk expert.” The Board affirmed his independence under Nasdaq standards and documented that he retired from KPMG for at least two years prior to nomination and never served on any EWBC-related audits .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit & Advisory Partner; Board member; Managing Partner (Pacific Southwest Region & LA Office); Leader, Foreign Bank Practice & Western Area Banking Group | Not disclosed; retired prior to 2023 | Formed KPMG’s enterprise risk management process/group; Led West Coast Banking Practice; deep governance, ERM, and financial reporting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Old Market Capital Corporation (Nasdaq: OMCC) | Director | Since 2021 | Public company directorship disclosed; no EWBC related-party ties disclosed |
Board Governance
- Committees: Audit (member; Audit Committee Financial Expert), Risk Oversight (Chair; Federal Reserve “risk expert”) .
- Independence: Board determined Hutchins is independent under Nasdaq listing standards; all committees he serves on are composed of independent directors .
- Attendance: All director nominees attended all regularly scheduled Board meetings, their committee meetings, and the Board retreat in 2024; independent directors meet in executive session at every regularly scheduled Board meeting .
- Engagement and education: Directors received in-company training (ERM, BSA/AML, OFAC, cybersecurity, CRA) and participated in external programs (NACD, KPMG, Deloitte, etc.); Hutchins is an active NACD member .
- Risk oversight scope: As Chair, responsibilities include risk appetite, credit/liquidity/market/compliance/IT/cyber oversight, BSA/AML & OFAC monitoring, and integration of ERM into decision-making .
| Committee | Role | 2024 Meetings | Composition/Notes |
|---|---|---|---|
| Audit Committee | Member; Audit Committee Financial Expert | 9 | Independent directors; reviews financial reporting, ICFR, internal audit, quarterly releases |
| Risk Oversight Committee | Chair; Risk Expert | 4 | Independent; oversees enterprise risk categories and cybersecurity |
Fixed Compensation
- Structure: Non-employee directors receive an annual cash retainer ($133,750) and an annual common stock grant of equal value ($133,750). Committee chair fees: Audit $27,500; Compensation $27,500; Risk Oversight $27,500; Nominating/Governance $22,500 .
- 2024 Compensation for Mark Hutchins: Cash fees $161,268 (includes base retainer + Risk Oversight chair fee); Stock awards $133,732; Total $295,000 .
| Component | Detail | Amount |
|---|---|---|
| Annual cash retainer | Standard non-employee director cash retainer | $133,750 |
| Risk Oversight Chair fee | Annual chair retainer | $27,500 |
| 2024 cash paid | Hutchins (fees earned) | $161,268 |
| 2024 stock award | Grant-date fair value | $133,732 |
| 2024 total | Cash + stock | $295,000 |
Performance Compensation
- Directors receive annual common stock grants (not performance-conditioned). In 2024, each non-employee director received 1,818 shares on May 28, 2024 at $73.56, grant-date fair value $133,732 .
- As context for Board oversight of pay-for-performance (executive program): EWBC’s NEO long-term incentive PSUs are based on ROA (37.5%), ROE (37.5%), and TSR (25%) versus BKX peers, with payouts from 50% at the 30th percentile to 200% at the ≥80th percentile .
| Director Equity Grant (2024) | Grant Date | Shares | Grant-Price | Grant-Date Fair Value |
|---|---|---|---|---|
| Mark Hutchins | 2024-05-28 | 1,818 | $73.56 | $133,732 |
| NEO PSU Metrics (Oversight Context) | Weighting | Threshold (50%) | Target (100%) | Max (200%) |
|---|---|---|---|---|
| ROA vs BKX | 37.5% | 30th pct | 50th pct | ≥80th pct |
| ROE vs BKX | 37.5% | 30th pct | 50th pct | ≥80th pct |
| TSR vs BKX | 25.0% | 30th pct | 50th pct | ≥80th pct |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Old Market Capital Corporation | Nasdaq: OMCC | Director | No EWBC related-party transactions disclosed; Board policy requires Audit Committee review/approval of related-party transactions >$120k; none occurred in 2024 . |
Expertise & Qualifications
- Financial reporting and audit expertise; designated Audit Committee Financial Expert .
- Enterprise risk management leadership; Federal Reserve “risk expert” designation (formed KPMG ERM group; led banking practice) .
- Governance, ERM, and board experience across >20 boards (corporate, nonprofit, civic) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mark Hutchins | 4,099 | <1% | Excludes unvested RSUs; none expected to vest within 60 days of April 3, 2025 . |
| Shares outstanding (record date) | 137,801,455 | — | As of April 3, 2025 . |
- Ownership policy: Directors must hold 3x annual cash retainer within 5 years of election; company prohibits pledging/hedging of company securities .
Governance Assessment
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Strengths:
- Independence and qualifications: Board affirmed independence; Hutchins is an SEC-designated audit committee financial expert and Federal Reserve “risk expert” .
- Risk oversight leadership: Chairs the Risk Oversight Committee with broad ERM remit (including cybersecurity, BSA/AML & OFAC) .
- Attendance and engagement: 100% attendance at all scheduled Board and committee meetings and participation in retreat; regular executive sessions of independent directors .
- Alignment and compensation: Balanced director pay with equity; use of independent consultant (Meridian) and peer review for director compensation .
- Shareholder signals: Strong say-on-pay support (98.7% in 2024), indicating investor confidence in pay practices overseen by the Board .
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Watch items / potential conflicts:
- Prior KPMG affiliation: KPMG is EWBC’s auditor; Hutchins is a retired KPMG partner. The proxy addresses independence (≥2 years retired, separated financial/pension relationships; no EWBC audit work), and Audit Committee maintains auditor independence oversight. Continue monitoring for perceived independence risks .
- Related-party exposure: No related-party transactions >$120k in 2024; director/customer loans are ordinary course at market terms. Maintain oversight via Audit Committee policy .
Overall, Hutchins enhances Board effectiveness through deep audit and ERM expertise, strong committee leadership, and full engagement, with independence and conflict controls explicitly documented in the proxy .