Sam Han
About Sam S. Han
Independent director; age 71 as of December 31, 2024; director since 2007 with current term expiring in 2027. Chair of the Compensation Committee and member of the Nominating and Governance Committee. President and Founder of The Korean Channel, Inc.; launched the first Korean American cable TV station in 1985 and has over 35 years of broadcast media entrepreneurship and strategic planning experience. Tenure on FFIC’s board is 17 years; the Board considers him independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Korean Channel, Inc. | President & Founder; launched first Korean American cable TV station | Founded 1985; ongoing | Strategic planning, capital raising, joint ventures; 24-hour Korean broadcasting on Charter, Altice, DirecTV |
| Flushing Town Hall | Advisor and Board member | 1998–2008 | Community arts governance; local market engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Flushing Hospital Medical Center | Board of Trustees member | Not disclosed | Community healthcare governance |
| Arirang Foundation | Founder | Not disclosed | Non-profit supporting future Korean American leaders |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined 9 of 11 directors are independent; Han is reported as independent (matrix confirms). |
| Committee assignments | Compensation Committee (Chair); Nominating & Governance Committee (Member). |
| Committee meeting cadence (2024) | Compensation Committee: 4 meetings; Nominating & Governance Committee: 1 meeting; Audit Committee: 5 meetings. |
| Board meeting cadence (2024) | 12 regular Board meetings and 6 special meetings; Bank Board mirrors Company Board. |
| Attendance | No director attended less than 75% of Board and committee meetings except DelliBovi (Audit Committee 3 of 5); implies Han ≥75% attendance. |
| Executive sessions | Independent directors meet in executive session at least quarterly with no management present. |
| Shareholder engagement | Board expects directors to attend annual meeting; policy for shareholder communications via Corporate Secretary. |
| Related party oversight | Nominating & Governance Committee approves proposed related party transactions; none of Committee members are former officers; no residential mortgage loans to immediate family members of directors outstanding in 2024. |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Change in Pension Value/Deferred Comp ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 84,500 | 82,992 | — | — | — | 167,492 |
| Cash Compensation Schedule (Outside Directors, 2024) | Amount |
|---|---|
| Annual retainer (Bank) | $37,500 |
| Chairman of the Board fee | $75,000 |
| Chairman of Audit Committee retainer | $15,000 |
| Chairman of Compensation Committee retainer | $10,000 |
| Chairman of Nominating & Governance Committee retainer | $7,500 |
| Board/Bank Board meeting fee | $1,500 per meeting |
| Audit Committee meeting fee | $1,300 per meeting |
| Other committee meeting fee | $1,000 per meeting |
| Loan Committee property inspection fees | Fee from Bank for on-site inspections (members only) |
Notes:
- Outside Director Retirement Plan: Han is not eligible because the plan was frozen before he satisfied eligibility requirements.
- Deferred Compensation Program: No participants as of December 31, 2024.
Performance Compensation
| Grant Date | Award Type | Shares/Units | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Jan 25, 2024 | RSUs | 4,800 | Vests in full one year from grant; deviates from standard formula vesting | Included in 2024 Stock Awards: $82,992 |
| Jan 28, 2025 | RSUs | 4,800 | Vests in full one year from grant; continuation of 2019 one-year vest practice | — (not disclosed) |
Additional terms:
- Standard formula for Outside Directors: Annual 4,800 RSUs granted Jan 30 each year; typically vests one-third per Jan 30 over three years unless otherwise provided; fully vests upon change of control or termination due to death, disability, or retirement (age + Outside Director service ≥55 after ≥5 years).
- Settlement/dividends: Dividends/dividend equivalents paid on a current basis; awards generally settled in stock at vesting.
Performance metrics:
- Director RSU awards are time-based with no performance metrics disclosed for Outside Director grants.
Other Directorships & Interlocks
- No public company directorships for Han are disclosed in FFIC’s proxy.
Expertise & Qualifications
- Leadership; Corporate Governance & Oversight; Local Markets; Banking; Accounting/Finance; Capital Markets; Mergers & Acquisitions; Strategic Planning (per Director Skills Assessment matrix).
- Community leadership: Board of Trustees, Flushing Hospital Medical Center; Founder, Arirang Foundation; prior advisory/board role at Flushing Town Hall.
Equity Ownership
| As of | Beneficially Owned Shares | Percent of Class | Notes |
|---|---|---|---|
| March 3, 2025 | 72,051 | 0.21% | Includes 4,800 shares underlying unvested RSUs that vest upon termination of Board service. |
| Shares Outstanding | 33,776,688 | — | Basis for percent calculation. |
Alignment and policies:
- Director Stock Ownership Guidelines: Outside Directors must hold at least 5,000 shares after five full years of board service; compliance is mandatory. Han’s 72,051 shares exceed guideline.
- Anti-hedging: Directors are prohibited from all hedging transactions in FFIC equity securities; pledging restrictions explicitly apply to executive officers.
Governance Assessment
- Positive alignment: Significant stock ownership (72,051 shares; 0.21% of class) and mandatory ownership guidelines indicate alignment with shareholder interests. RSU grants are standard and time-based; annual value targeted at $100,000 with one-year vest since 2019 supports retention while maintaining equity exposure.
- Board effectiveness: Han chairs the Compensation Committee (met 4 times in 2024) and serves on Nominating & Governance (met once), providing direct oversight of pay design and related party approvals; Board and Bank Board held 12 regular and 6 special meetings, and independent directors meet quarterly—attendance threshold met (≥75%).
- Independence and conflicts: Board deems Han independent; Compensation Committee members are independent and none are former officers; no residential mortgage loans to immediate family members of directors outstanding in 2024; Nominating & Governance Committee reviews related-party transactions.
- Risk controls: Anti-hedging policy for directors; clawback policy updated in Oct 2023 consistent with SEC/Nasdaq rules; engagement with an independent compensation advisor and annual say-on-pay/outreach reflect governance discipline (Compensation Committee report signed by Han as Chair).
RED FLAGS:
- None observed specific to Han in the proxy: no pledging disclosed, no related-party transactions disclosed, attendance above threshold, and independent status affirmed.