Gloria J. Lee
About Gloria J. Lee
Independent director since 2021 (age 47) with legal, business development, and real estate finance expertise. Client Relations Partner at Rutan & Tucker LLP since 2014; previously a transactional real estate attorney (2004–2013). Co-founded Kwell Laboratories LLC in April 2020 and serves as a Venture Partner at Ethos Fund. Education: B.A. and M.A. (with distinction) from Stanford University and J.D. from UC Berkeley School of Law . The Board classifies her as independent under Nasdaq rules (all directors except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rutan & Tucker LLP | Client Relations Partner | 2014–present | Chairs firm’s Business Development Committee; leads strategic growth and client relationship initiatives |
| Southern California law firms | Transactional Real Estate Attorney | 2004–2013 | Represented borrowers and lenders on financing of commercial real estate properties |
| Kwell Laboratories LLC | Co-founder | Apr 2020–present | Exclusive U.S. distributor, manufacturer and clinical trial sponsor for a leading South Korean biotech company |
| Ethos Fund | Venture Partner | n/a–present | Venture capital fund investing in pre-seed technology companies in the U.S. and Southeast Asia |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Olive Crest | Non-profit board service | n/a | National organization supporting children in crisis |
| Council of Korean Americans | Past Board Member | n/a | Service noted in biography |
| Orange County Asian American Bar Association | Past President; Board member | 2004–2012 | Leadership and governance experience |
| Awards | — | 2017; 2018 | 2017: Southern California’s Most Powerful and Influential Women; 2018: California Minority Council Emerging Diversity Leader Award |
Board Governance
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Committee memberships | CHR, NCG, RCP | CHR, NCG, RCP | Audit, CHR, NCG |
| Committee chair roles | None disclosed | None disclosed | None disclosed (Audit Chair: Harry H. Chung; CHR Chair: Christie K. Chu) |
| Director independence | Independent (Board: all except CEO) | Independent (Board: all except CEO) | Independent (Board: all except CEO) |
| Board meetings held | 9 | 9 | — |
| Attendance | All directors >75% of meetings; all attended Annual Meeting | All directors >75% of meetings; all attended Annual Meeting | — |
| Audit Committee meetings | — | — | 12 |
| RCP Committee meetings | 8 | — | — |
- The Board determined independence for all directors except the CEO; Ms. Lee is independent .
- CHR Committee membership includes Ms. Lee; CHR report signed by committee naming members .
- Audit Committee membership includes Ms. Lee; formal Audit Committee report and roster disclosed .
Fixed Compensation
Director compensation policy (cash retainers and chair premiums):
| Component | 2023 Policy ($) | 2025 Policy ($) |
|---|---|---|
| Annual Board Retainer | 38,500 | 42,500 |
| Committee Member – Audit | 5,000 | 6,000 |
| Committee Member – CHR | 4,000 | 4,000 |
| Committee Member – NCG | 2,500 | 2,500 |
| Committee Member – RCP | 2,500 | 5,000 |
| Committee Member – LCP | 5,000 | 5,000 |
| Committee Member – ALM | 2,500 | 3,000 |
| Chairman of the Board (additional) | 30,000 | 40,000 |
| Vice Chairman (additional) | 15,000 | 20,000 |
| Committee Chair – Audit | 10,000 | 12,000 |
| Committee Chair – CHR | 9,000 | 9,000 |
| Committee Chair – NCG | 9,000 | 9,000 |
| Committee Chair – RCP | 9,000 | 10,000 |
| Committee Chair – LCP | 9,000 | 9,000 |
| Committee Chair – ALM | 9,000 | 9,000 |
Annual director equity grant values:
| Year | Annual Restricted Stock Grant Value ($) |
|---|---|
| 2022 | 50,000 |
| 2024 | 65,000 |
Actual compensation – Gloria J. Lee:
| Metric | 2023 ($) | 2024 ($) |
|---|---|---|
| Fees Earned or Paid in Cash | 56,292 | 59,000 |
| Stock Awards | 65,010 | 65,004 |
| Total | 121,302 | 124,004 |
- Mix indicates alignment toward equity: 2024 equity 52.4% vs cash 47.6% (based on $65,004 and $59,000) ; 2023 equity 53.6% vs cash 46.4% (based on $65,010 and $56,292) .
Performance Compensation
| Metric | 2024 Details |
|---|---|
| Grant Date | May 22, 2024 |
| Shares Granted | 4,040 restricted shares |
| Grant Date Fair Value per Share | $16.09 (closing price) |
| Vesting | One year from grant date |
| Options Outstanding | None as of Dec 31, 2024 |
| Performance Metrics Tied to Director Equity | None disclosed; grants are time-based |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other U.S. public company boards | None listed in HAFC proxy biography for Ms. Lee |
| Private/Non-profit boards | Olive Crest; Council of Korean Americans (past); Orange County Asian American Bar Association (past President, board 2004–2012) |
| Interlocks with HAFC competitors/suppliers/customers | None disclosed; related-party transaction review reported no transactions requiring approval in 2023–2024 |
Expertise & Qualifications
- Legal and real estate finance expertise; business development leadership at a major California law firm; venture investing background .
- Awards for diversity leadership and influence in Southern California (2017, 2018) .
- Academic credentials from Stanford (B.A., M.A.) and UC Berkeley Law (J.D.) .
Equity Ownership
| Metric | As of Mar 28, 2024 | As of Apr 2, 2025 |
|---|---|---|
| Shares Beneficially Owned | 6,528 | 10,568 |
| Percentage Beneficially Owned | <1% | <1% |
| Restricted Shares Outstanding | 4,040 (at 12/31/2024) | — |
| Stock Options Outstanding | None (at 12/31/2024) | — |
Ownership guideline compliance timeline:
| Date | Compliance Status |
|---|---|
| Dec 31, 2022 | Not yet met (new director in 2021) |
| Dec 31, 2024 | Met (all directors except Marasco and Ball) |
Director Stock Ownership Guidelines:
- Requirement: 3x annual cash retainer; 12-month hold on 50% of net shares from equity awards .
Shares pledged/hedged:
- No pledging or hedging disclosures for directors; no related-party transactions requiring approval in 2023–2024 .
Governance Assessment
- Independence and committee engagement: Independent under Nasdaq rules and serves on key governance committees (Audit, CHR, NCG), signaling robust oversight participation .
- Attendance and engagement: Board met nine times in 2024 with all directors attending >75% and the Annual Meeting; strong meeting participation also disclosed for 2023 .
- Audit oversight: Active member of an Audit Committee that met 12 times in 2024, received PCAOB-required communications, and recommended inclusion of audited financials in the 10-K—supports investor confidence in financial reporting .
- Compensation alignment: Director pay is balanced between cash and equity, with annual time-based restricted stock grants and compliance with stock ownership guidelines achieved by 2024; no stock options outstanding for directors .
- Potential conflicts: Biography notes affiliations with Rutan & Tucker LLP, Kwell Laboratories LLC, and Ethos Fund; the company’s related-party review reported no transactions requiring approval in 2023–2024, mitigating conflict concerns .
- RED FLAGS: None evident—no low attendance, no related-party transactions requiring approval, no option repricing or pledging/hedging disclosed; continued monitoring advisable given external affiliations .
Overall signal: Ms. Lee’s independence, committee mix (including Audit and CHR), strong attendance, and ownership guideline compliance support board effectiveness and investor alignment, with no material related-party exposures disclosed in the latest proxies .