Sabrina Kay

About Sabrina Kay

Independent director of East West Bancorp, Inc. since 2022; age 62. CEO of Fremont Private Investments (since 2002) and strategic partner of VSS Capital (since 2021). Founding vice-chair of Premier Business Bank (est. 2006; merged into First Foundation Bank in 2018). Prior ventures include founder/CEO roles at Fremont University, Dale Carnegie Los Angeles, and California Design College/Art Institute of Hollywood. The proxy identifies her expertise in technology-enabled businesses, banking experience, and financial acumen; she has served on 30+ corporate, nonprofit, and civic boards, and is currently a director at Hagerty, Inc. and MannKind Corporation, and on the board of the Petersen Automotive Museum .

Past Roles

External Roles

Board Governance

• Independence: Classified as Independent director .
• Committees: Compensation and Management Development Committee (member); Nominating/Corporate Governance Committee (member) .
• Attendance and engagement: In 2024 the Board held 4 regularly scheduled meetings plus a multi-day retreat; there were 20 committee meetings. All director nominees—including Dr. Kay—attended all regularly scheduled Board meetings, all committee meetings in which they served, and the retreat .
• Executive sessions: Independent directors meet in executive session at every regularly scheduled Board meeting, chaired by the Lead Independent Director .
• Committee meeting cadence:
  • Compensation Committee: 5 meetings in 2024; chaired by Jack C. Liu; Dr. Kay is a member .
  • Nominating/Corporate Governance Committee: 2 meetings in 2024; chaired by Paul H. Irving; Dr. Kay is a member .

Fixed Compensation

• Structure: Non-employee directors received an annual cash retainer of $133,750 and an annual common stock award of $133,750 in 2024; committee chair retainers: Audit $27,500; Compensation $27,500; Risk Oversight $27,500; Nominating/Corporate Governance $22,500. Lead Independent Director retainer: $40,000 .
• Independent consultant: Meridian Compensation Partners engaged in 2024 for director pay benchmarking .

Performance Compensation

• Equity grant details: On May 28, 2024, each non-employee director received 1,818 shares of common stock; grant date closing price $73.56; grant-date fair value $133,732 for Dr. Kay .
• No performance-based equity (no PSUs) or options disclosed for directors; director equity awards are time-based common stock grants .

Other Directorships & Interlocks

Expertise & Qualifications

• Technology-enabled businesses, banking experience, and financial expertise; entrepreneurial track record across education, training, and banking sectors .
• Extensive board service (30+ corporate/nonprofit/civic boards), indicating broad governance exposure .

Equity Ownership

• Beneficial ownership: 13,267 EWBC shares as of April 3, 2025; less than 1% of shares outstanding .
• Stock ownership guidelines: Directors must own 3x annual cash retainer within 5 years of election; Nominating/Corporate Governance Committee reviews compliance annually .
• Hedging/pledging: Company policy prohibits pledging and hedging by directors, officers, and employees .

Governance Assessment

• Strengths

  • Independent status and active service on Compensation and Nominating committees—key levers for pay design, succession, and governance policy oversight .
  • Full attendance at all regularly scheduled Board and committee meetings in 2024, signaling strong engagement .
  • Director pay mix aligns incentives (50/50 cash/common stock); equity granted annually supports ownership alignment; directors subject to ownership guidelines (3x retainer) and anti-hedging/pledging policy .
  • Compensation Committee uses independent consultant (Meridian), mitigating pay-setting risks and potential conflicts .
  • No related-party transactions in 2024 requiring approval; ordinary-course director/affiliate loans were on market terms with no adverse features .

• Watch items

  • Multiple external board commitments (MNKD, HGTY, Petersen) can increase time demands; continued monitoring of attendance and committee workloads is warranted, though 2024 attendance was exemplary .
  • Banking relationships with directors/affiliates via ordinary-course loans exist at the subsidiary bank; while standard and not problematic at year-end, they warrant periodic oversight by Audit/Nominating committees for any changes in terms or risk profile .

• RED FLAGS

  • None disclosed: no hedging/pledging, no tax gross-ups, no related-party transactions >$120,000 beyond ordinary-course loans; no attendance concerns .

Overall signal: Dr. Kay’s committee roles, independence, and full attendance support board effectiveness; compensation structure and ownership policies indicate alignment, with standard policies and independent benchmarking reducing governance risk .