Michael M. Yang
About Michael M. Yang
Independent director since 2016; age 63. Founder & CEO of Michael Yang Capital Management, LLC, with 35+ years as a technology entrepreneur/investor (co‑founded three startups including mySimon.com, acquired by CNET). Education: BS EECS (UC Berkeley), MS Computer Science (Columbia), MBA (UC Berkeley Haas). The board has affirmatively determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| mySimon.com, Inc. | Co‑Founder & CEO | Not disclosed | Built and exited at significant premium; strategic planning and M&A experience |
| Two other technology startups | Co‑Founder & CEO | Not disclosed | Led growth and exits to larger enterprises |
| Xerox Corporation | Engineering/Marketing/Management roles | Not disclosed | Operating experience in tech/engineering |
| Samsung Electronics Co., Ltd. | Engineering/Marketing/Management roles | Not disclosed | Global technology/operations exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Michael Yang Capital Management, LLC | Founder & CEO | Current | Public equities investor in disruptive tech |
| Council of Korean Americans | Founding Chairman | Past | National non‑profit advocacy leadership |
| Stanford Institute for Economic Policy Research | Board member | Past | Policy and academic governance experience |
Board Governance
- Committee memberships: Audit; Compensation & Human Resources (CHR); Nominating & Corporate Governance (NCG). Not designated an Audit Committee Financial Expert.
- Independence: Independent director under Nasdaq rules (CEO Bonita I. Lee is the only non‑independent).
- Attendance: All directors attended more than 75% of aggregate board and committee meetings in FY2024; all directors attended the 2024 Annual Meeting.
- Committee activity levels (FY2024): Audit 12 meetings; CHR 7 meetings; NCG 4 meetings; Risk, Compliance & Planning (RCP) 8 meetings.
Fixed Compensation
| Year | Cash Fees (Director + Committees) | Committee Chair Fees | Meeting Fees | Total Cash |
|---|---|---|---|---|
| 2024 | $64,000 | None disclosed for Yang (chair fees schedule exists) | Not disclosed | $64,000 |
Non‑Employee Director Compensation Policy (structure reference):
- Annual cash retainer: $42,500
- Committee membership annual retainers: Audit $6,000; CHR $4,000; NCG $2,500; RCP $5,000; LCP $5,000; ALCO $3,000
- Committee chair annual retainers: Audit $12,000; CHR $9,000; NCG $9,000; RCP $10,000; LCP $9,000; ALCO $9,000
Performance Compensation
| Grant Date | Vehicle | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| May 22, 2024 | Restricted Stock | 4,040 | $65,004 (4,040 × $16.09) | One‑year cliff | All independent directors (except Ms. Ball) had 4,040 restricted shares outstanding at 12/31/2024; no stock options outstanding |
Annual equity program design for directors: single annual restricted stock grant valued at ~$65,000, aligned to market data; no performance‑conditioned equity for directors.
Other Directorships & Interlocks
| Company | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy |
- Consultant independence: CHR engages Aon HCS; committee determined independence with no conflicts in 2024. Relevant as Yang serves on CHR.
Expertise & Qualifications
- Technology entrepreneurship, strategic planning, M&A, and ties to Korean‑American community; education in engineering/computer science and MBA.
- Board skills matrix indicates directors collectively cover IT/cybersecurity, capital markets, risk oversight, and social/corporate governance; Yang contributes to tech/strategy/markets expertise.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Unvested RS (12/31/2024) | Options (Exercisable/Unexercisable) | Pledging/Hedging |
|---|---|---|---|---|---|
| Michael M. Yang | 27,542 | <1% | 4,040 restricted shares outstanding (2024 grant) | None outstanding | Directors prohibited from pledging/hedging/margin accounts per Insider Trading Policy |
Director Stock Ownership Guidelines:
- Required: 3× annual retainer; retain 50% of net shares for 12 months post vest. As of 12/31/2024, all directors met guidelines except Marasco (new in 2024) and Ball (new in 2025).
Governance Assessment
- Board effectiveness: Yang sits on Audit, CHR, and NCG—key oversight posts—supporting risk, compensation, and governance discipline; attendance thresholds met.
- Alignment: Cash/equity mix standard; $64k cash + $65k RS grant for 2024; stock ownership guideline compliance and prohibitions on pledging/hedging enhance alignment.
- Compensation governance: As CHR member, oversight employs diversified metrics for executives (ROAA, NPA/Assets, efficiency), long‑term PSUs tied to 3‑yr TSR vs KBW Regional Banking Index, and clawback policy—signals pay‑for‑performance discipline.
- Independence/conflicts: No related‑party transactions requiring review in 2024; Code governs any related‑person dealings. Yang’s investment firm could present theoretical exposure if counterparties overlap with the bank, but no such transactions are disclosed.
- Shareholder signals: 2024 Say‑on‑Pay approval at 94.6%, suggesting broad investor support for compensation practices overseen by CHR (including Yang).
RED FLAGS
- None disclosed specific to Yang: no late Section 16 noted for him; no pledging/hedging; no related‑party transactions; not designated Audit Financial Expert (others carry FE designation). Continue monitoring for any MYCM investments tangential to bank counterparties and committee load across Audit/CHR/NCG to ensure sustained engagement.