James A. Marasco
About James A. Marasco
Independent director of Hanmi Financial Corporation (HAFC); age 64; joined the Board in 2024. Brings 35+ years in commercial lending and financial services, including senior originations and capital markets leadership at Wells Fargo Capital Finance (1989–2021), followed by Head of Originations at Gibraltar Business Capital before retiring in 2025. Holds a B.A. in accounting from Michigan State University. Serves on the Compensation & Human Resources (CHR) and Risk, Compliance & Planning (RCP) Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Capital Finance | Leadership roles in originations & capital markets; member of senior credit committee; served on administrative, management, and operating committees | 1989–2021 | Deep asset-based lending oversight and credit governance experience |
| Gibraltar Business Capital | Head of Originations (retired in 2025) | 2025 | National middle-market direct lending; originations leadership |
| Gibraltar Business Capital | Independent Director | 2021–2023 | Board oversight; lending expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crescent Capital Group, L.P. | Strategic Advisor | 2021–2022 | Institutional credit advisory; AUM context ~$40B (at that time) |
| Great American Holdings LLC | Director; Chair of Compensation Committee | Current | Compensation governance leadership |
Board Governance
- Committee assignments: CHR and RCP member (not chair) .
- Independence: Classified independent (asterisk) under Nasdaq rules; all directors independent except the CEO .
- Attendance and engagement: Board held nine joint meetings in 2024; all directors attended >75% of Board/committee meetings and attended the 2024 annual meeting .
- Committee activity levels: Audit 12 meetings; CHR 7; NCG 4; RCP 8 in 2024 (indicative of governance workload) .
- Compensation committee practices: Uses independent consultant (Aon) reporting directly to CHR; periodic peer group reviews; clawback policy for executive incentives; hedging/pledging prohibited for directors and officers .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $49,583 | Reflects Board retainer and committee retainers (joined in 2024; likely prorated) |
| Annual cash retainer (policy) | $42,500 | Standard non-employee director retainer |
| Committee membership fees (policy) | Audit $6,000; LCP $5,000; CHR $4,000; NCG $2,500; RCP $5,000; ALM $3,000 | Annual per committee membership |
| Chair premiums (policy) | Audit $12,000; LCP $9,000; CHR $9,000; NCG $9,000; RCP $10,000; ALM $9,000 | Additional annual cash to committee chairs |
| Chairman/Vice Chair premiums (policy) | Chairman $40,000; Vice Chairman $20,000 | Not applicable to Marasco |
Performance Compensation
- No performance-based pay for directors disclosed; equity awards are time-based restricted stock (no PSUs/options for directors) .
- Company-wide executive performance framework (AIP, PSUs) exists but is not applied to director pay; director compensation emphasizes equity ownership alignment via annual restricted stock grants and stock ownership guidelines .
Director Equity Compensation
| Grant Type | Grant Date | Shares | Fair Value per Share | Total Grant Value | Vesting |
|---|---|---|---|---|---|
| Restricted Stock (Annual) | May 22, 2024 | 4,040 | $16.09 | $65,004 | 1-year, fully vest one year from grant date |
- Policy: Annual restricted stock grants targeted at $65,000 value; granted in Q2 each year to directors .
- Hedging/Pledging: Prohibited for directors and officers .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock |
|---|---|---|---|
| Great American Holdings LLC | Private | Director; Compensation Chair | None disclosed with HAFC; no related-party transactions reported in 2024 |
| Gibraltar Business Capital | Private | Independent Director (2021–2023) | None disclosed with HAFC |
| Crescent Capital Group, L.P. | Private | Strategic Advisor (2021–2022) | None disclosed with HAFC |
- Related-party transactions: Company reported none requiring review/approval in 2024; director/officer banking relationships occur at market terms and normal risk per policy .
Expertise & Qualifications
- Core expertise: Commercial lending, asset-based credit, originations, and capital markets across cycles; senior credit committee experience .
- Education: B.A. in accounting, Michigan State University .
- Board qualifications: Credit/lending acumen supports risk oversight (RCP) and compensation governance (CHR) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Composition/Status |
|---|---|---|---|
| James A. Marasco | 4,040 | <1% | Includes 4,040 restricted shares outstanding at 12/31/2024; subject to 1-year vest from 5/22/2024 grant |
- Director stock ownership guidelines: 3x annual retainer; compliance expected within 5 years; as of 12/31/2024, Marasco (new director) not yet at guideline, which is permitted during the transition window .
- Pledging/hedging: Prohibited; no pledges disclosed .
Governance Assessment
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Strengths:
- Independent director with deep credit risk and lending experience; aligned with HAFC’s risk oversight needs via RCP membership .
- Active committee workload environment (CHR/RCP); Board/committee attendance thresholds met; annual meeting participation .
- Equity-heavy director pay mix (2024: cash $49,583 vs. equity $65,004), supporting ownership alignment; annual RS grant structure; stock ownership guidelines .
- Robust governance policies: independent comp consultant for CHR; clawback for exec incentives; anti-hedging/pledging .
-
Watch items / RED FLAGS:
- Late Section 16 filing noted for the May 2024 director restricted stock grant (administrative timeliness issue) .
- Multiple board members with backgrounds in lending/credit; while no related-party transactions disclosed, monitor for any future business ties that could necessitate Audit Committee review under the related-person policy .
-
Shareholder sentiment:
- Say-on-pay support was strong in 2024 (94.6% approval), indicating general confidence in compensation governance overseen by CHR (of which Marasco is a member) .
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Overall view: Marasco’s credit expertise and committee assignments bolster board effectiveness in risk oversight and compensation governance. Minor administrative lapse (late Form 4) is a small red flag but not indicative of broader governance issues; independence status and absence of related-party transactions support investor confidence .