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Bonita I. Lee

Bonita I. Lee

President and Chief Executive Officer at HANMI FINANCIAL
CEO
Executive
Board

About Bonita I. Lee

Bonita I. Lee is President & CEO of Hanmi Financial Corporation and Hanmi Bank, and a director of HAFC; she has served as CEO since May 2019 after roles as President (since June 2018) and SEVP/COO (since 2013) . She is 62 years old, holds a B.S. in Business Administration from the University of Illinois at Chicago, and completed an executive program in corporate strategy at Chicago Booth . Under her leadership, 2024 GAAP net income was $62.2M, ROAA was 0.83%, and Hanmi’s five‑year cumulative TSR translated a $100 investment to $147 versus $124 for the S&P U.S. Small Cap Banks Index, indicating positive relative value creation despite a tougher operating environment . 2024 execution highlights include 16% C&I loan growth driven by the Corporate Korea initiative, deposits up 2.5% with 32.6% noninterest-bearing, efficiency ratio of 60.31%, and nonperforming assets reduced to 0.19% of total assets .

Past Roles

OrganizationRoleYearsStrategic Impact
Hanmi Financial/BankSEVP & Chief Operating Officer2013–2018Led operations during growth and transformation; prepared the platform for CEO transition .
Hanmi Financial/BankPresidentJun 2018–May 2019Elevated leadership scope ahead of CEO appointment .
BBCN Bank & BBCN BancorpSEVP & COO; Acting President & COOFeb–Apr 2013Led Executive Council during CEO transition; ensured operational continuity .
Shinhan Bank AmericaDirector & Regional President (Western Region)Sep 2008–Mar 2009Expanded regional footprint and client coverage .
Nara BankEVP & Chief Credit Officer; member of Office of the PresidentApr 2005–Sep 2008Strengthened credit administration and enterprise leadership .

External Roles

OrganizationRole/RecognitionYearsStrategic Impact
American BankerMost Powerful Women to Watch honoree2024External validation of leadership and strategic execution in banking .

Board Governance

  • Board service: Director since 2019; committee member of the Risk, Compliance and Planning (RCP) Committee .
  • Independence and leadership structure: All directors are independent except Ms. Lee; roles of Chairman and CEO are separated (Chairman: John J. Ahn; Vice Chairman: David L. Rosenblum), mitigating dual-role concerns .
  • Attendance: In 2024 the Board held nine joint meetings with the Bank; all directors attended >75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
  • Director compensation policy (for non-employee directors): Cash retainer $42,500; committee member retainers (Audit $6,000; RCP $5,000; CHR $4,000; NCG $2,500; ALCO $3,000); chair premiums; and an annual restricted stock grant valued at $65,000; directors must reach 3x annual retainer ownership within 5 years .
  • Pay oversight: CHR Committee comprised entirely of independent directors; 2024 members included Christie K. Chu (Chair), Harry H. Chung, Gloria J. Lee, James A. Marasco, David L. Rosenblum, Michael M. Yang; Aon served as independent consultant .

Fixed Compensation

Metric202220232024
Base Salary ($)703,750 762,500 780,000
All Other Compensation ($)81,755 80,517 81,000

Perquisites and benefits:

  • Monthly automobile allowance $3,000; membership club dues up to $20,000 annually; welfare benefits (medical, dental, vision, life); 25 days paid vacation; term life insurance up to $1,000,000 or amount purchasable with $25,000 annual premium cap .

Performance Compensation

Annual Incentive Plan (AIP) – 2024 CEO Scorecard

MetricWeightThresholdTargetMaximumActualAchievement/Payout
ROAA20% 0.66% 0.83% 0.91% 0.83% 20.0%
NPA/Assets15% 0.42% 0.35% 0.28% 0.19% 22.5%
Efficiency Ratio20% 63.62% 57.84% 54.95% 60.31% 15.8%
Risk Management15% Exam results Exam results Exam results Satisfactory 15.0%
Strategic Plan/Projects20% Divisional goals Divisional goals Divisional goals Corporate Korea +23%; C&I +16%; systems; Seoul office; branch consolidation; DDA growth; talent; buyback 20.0%
Discretionary10% Personal factors Personal factors Personal factors Strategic achievements 10.0%
Eligible Salary ($)780,000
Target % of Salary75%
Total Achieved vs Target103%
Payout % of Base Salary77.42%
Actual Payout ($)603,893

AIP design notes: Threshold payout 50% of target, target 100%, maximum 150% with straight-line interpolation; corporate metrics for all NEOs: ROAA at target, NPA/Assets at maximum, efficiency ratio above threshold .

Long-Term Incentives and Vesting

  • 2024 grants: Time-based RS 24,171 shares; PSUs 30,000 units (target), both under the 2021 Plan; RS vest in three equal annual installments from grant date; PSUs vest based on 3‑yr relative TSR vs KBW Regional Banking Index, with 35th/50th/75th percentile thresholds earning 50%/100%/150%; negative absolute TSR caps payout at target .
  • 2021 PSUs: 3‑yr performance period ended Mar 23, 2024; company TSR -10.77% ranking at 48th percentile; payout certified at 92.06%; Ms. Lee earned 14,447 units, which vested in March 2024 .
  • 2024 vesting activity: Ms. Lee had 27,451 shares vest (RS + PSUs) with value realized $420,527; no options exercised .

Equity Ownership & Alignment

Ownership ItemDetail
Beneficial Ownership180,810 shares; <1% of shares outstanding; shares outstanding 30,217,915 (Apr 2, 2025) .
Stock Ownership GuidelinesCEO required to hold 5× base salary worth of shares; CFO 1.5×; both in compliance; 50% retention of granted shares until guidelines met; hedging and pledging prohibited .
Outstanding Unvested RS3,922 (Mar 23, 2022 grant); 10,050 (Mar 10, 2023); 24,171 (Apr 1, 2024) .
Outstanding PSUs (unearned)14,244 (2022 grant at target); 18,550 (2023 grant at target); 45,000 (unearned units noted) .
2024 Shares Vested27,451; value realized $420,527 .

Alignment and safeguards:

  • Clawback policy adopted in 2023 per SEC/Nasdaq rules; recovery of erroneously awarded incentive compensation over prior 3 fiscal years; no indemnification or insurance reimbursement allowed; Sarbanes‑Oxley 304 clawback also in place .
  • No excise tax gross-ups; no dividends on unvested performance awards; executive and director pledging/hedging prohibited .

Employment Terms

  • Agreement term: Amended and restated employment agreement (Feb 28, 2022–Feb 28, 2025) auto-renew; First Amendment (Mar 2025) extended to April 28, 2028 with annual auto-renewals unless non-renewal notice is given; target cash bonus 75% of salary .
  • Compensation terms: Initial base salary $715,000, increased to $780,000 in 2024; eligible for annual bonus; perquisites as noted .
  • Non-solicit/confidentiality: Agreements reconfirmed restrictions on recruiting/soliciting employees and disclosing confidential information/business practices .

Severance and Change-in-Control (CoC) Economics:

  • Termination without cause/for good reason (outside CoC 18 months window): 12 months base salary; pro‑rated prior year’s bonus; accelerated vesting of time-based awards for one year of additional service; pro‑rated PSUs based on actual performance; up to 18 months COBRA reimbursement .
  • CoC termination (within 18 months post-CoC): Lump sum 2.5× the sum of annual base salary and the greater of average last three annual bonuses or target bonus; up to 18 months COBRA; time‑based equity fully vests and PSUs vest per plan terms .

Quantitative potential payments (assuming Dec 31, 2024 event):

ScenarioCash Severance ($)Accelerated Stock Awards ($)Health/Welfare ($)Total ($)
Termination without cause/for good reason1,401,653 1,174,647 45,737 2,622,037
Qualifying termination in connection with CoC3,683,728 2,640,395 45,737 6,369,861
Death or Disability621,653 621,653
CoC only (no termination)900,938 900,938

Compensation & Incentives (Multi‑Year Summary)

Metric202220232024
Stock Awards ($)650,041 715,010 803,409
Non-Equity Incentive ($)777,563 515,738 603,893
Total Compensation ($)2,213,109 2,073,765 2,268,302

2024 LTI target awards (% of salary; shares granted):

ItemCEO
Total Target Equity Award Opportunity (% of Salary)100%
Time-Based Restricted Stock (#)24,171
Performance-Based RSUs (# Target)30,000

Pay Versus Performance (PVP) – CEO and Company Metrics

Metric20202021202220232024
CEO SCT Total ($)1,463,615 1,869,786 2,213,109 2,073,765 2,268,302
CEO Compensation Actually Paid ($)1,193,723 2,927,802 2,543,027 1,383,605 3,084,111
Value of $100 Investment – Hanmi TSR ($)59 127 138 114 147
Value of $100 Investment – Peer Group TSR ($)89 120 108 108 124
Net Income ($ Millions)42.2 98.7 101.4 80.0 62.2
ROAA (%)0.72% 1.64% 1.44% 1.08% 0.83%

Say‑on‑pay & shareholder engagement:

  • 2024 Say‑on‑Pay approval: 94.6% in favor .
  • Ongoing investor outreach with invitations to holders of ~60% of outstanding shares; management and Board maintain engagement channels .

Compensation peer group (2024):

  • Constructed with Aon; banks ~$4–$16B in assets; includes Brookline Bancorp, Kearny Financial, CVB Financial, TriCo Bancshares, Westamerica Bancorporation, among others; committee does not target a specific percentile .

Performance & Track Record

Metric202220232024
Efficiency Ratio (AIP metric actual)60.31%
NPA/Assets (AIP metric actual)0.19%
C&I Loan Portfolio Growth16%
Deposits$6.44B; up 2.5%; NIBD 32.6%

Company operating commentary:

  • CEO emphasized net interest margin expansion and robust preprovision net revenue; credit quality improved with reductions in criticized and nonperforming assets; deposit and loan growth aligned to strategic initiatives (USKC/Corporate Korea) .

HAFC Financials – Pay-for-Performance Alignment View

MetricFY 2021FY 2022FY 2023FY 2024
Revenues ($)40,171,000 34,200,000*32,236,000*31,585,000
EBITDA ($)N/A*N/A*N/A*N/A*

Values retrieved from S&P Global. * indicates values without document citations.

Risk Indicators & Red Flags

  • Hedging and pledging of company stock prohibited for executives and directors (alignment positive) .
  • No excise tax gross-ups; no dividends on unvested performance awards (shareholder-friendly) .
  • Clawback coverage for material restatements and misconduct per SEC/SOX (risk mitigation) .
  • 2021 PSUs paid at 92.06% due to below-median TSR, signaling balanced performance calibration; not a repricing or modification event .

Equity Vesting & Potential Insider Selling Pressure

  • 2024 vesting volume: 27,451 shares vested for Ms. Lee with $420,527 value realized; future scheduled RS tranches from 2022/2023/2024 grants may create regular liquidity windows .
  • Retention requirements: CEO must retain ≥50% of granted shares until 5× salary guideline met; hedging/pledging prohibited, which dampens near-term selling pressure relative to typical executives .

Employment Terms – Additional Details

  • Change‑in‑control equity treatment: Time-based awards fully vest upon CoC for Ms. Lee per her employment agreement; PSUs vest based on actual performance through termination date under double-trigger conditions .
  • Voluntary termination/for cause: Forfeiture of unvested equity; no termination-related compensation beyond accrued items .

Investment Implications

  • Pay-for-performance alignment: AIP ties payouts to ROAA, efficiency, and asset quality, and LTI is majority performance‑based via relative TSR PSUs with downside caps; Ms. Lee’s 2024 CAP increased alongside stronger fourth-quarter momentum but full-year net income declined, suggesting careful scrutiny of forward targets amid margin dynamics .
  • Retention risk appears low: CEO agreement extended to 2028 with automatic renewals and competitive CoC protections; high say‑on‑pay support (94.6%) and ownership guideline compliance support stability .
  • Insider selling pressure: Recurring RS/PSU vesting creates periodic supply, but 50% retention requirement and no hedging/pledging materially mitigate short‑term selling risk; monitor Form 4 filings around vest dates for transactional signals .
  • Governance quality: Separation of Chair/CEO roles, independent CHR with external consultant, clawback adoption, and strong director ownership practices reduce governance risk; dual CEO/director role is counterbalanced by the independent board structure and committee oversight .