Thomas J. Williams
About Thomas J. Williams
Independent director of Hanmi Financial Corporation since 2016 (age 62). Williams brings 30+ years in bank regulation and risk, including roles as CRO of BofI Federal Bank, Executive Director of Commercial Credit Review at Capital One, and Director of Regulatory Relations at Silicon Valley Bank; earlier, five years as Principal Examiner at the Federal Reserve Bank of San Francisco and ten years as a National Bank Examiner at the OCC. He holds a B.S. in Economics from the University of South Dakota .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| BofI Federal Bank | Senior Vice President & Chief Risk Officer | Retired May 2015 | Oversaw enterprise risk and control functions |
| Capital One | Executive Director, Commercial Credit Review | Not disclosed | Credit review leadership; risk oversight |
| Silicon Valley Bank | Director of Regulatory Relations | Not disclosed | Managed regulatory engagement |
| Federal Reserve Bank of San Francisco | Principal Examiner | 5 years | Supervisory examinations |
| Office of the Comptroller of the Currency | National Bank Examiner | 10 years | National bank supervision |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy |
Board Governance
- Independence: Independent director; all directors except the CEO are independent under Nasdaq rules .
- Committee assignments: Audit Committee and Risk, Compliance and Planning (RCP) Committee . Audit Committee membership confirmed; chair is Harry H. Chung (Williams is a member, not chair) .
- Financial expert designation: Not designated an “Audit Committee Financial Expert” (designation shown for others) .
- Attendance: Board held 9 meetings in 2024; all directors attended more than 75% of aggregate board/committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity levels (2024): Audit (12 meetings), CHR (7), NCG (4), RCP (8) .
- Board leadership: Independent Chairman (John J. Ahn) and independent Vice Chairman (David L. Rosenblum) .
- Risk oversight: RCP oversees ERM across credit, liquidity, market, operational, compliance, IT/cyber, etc.; quarterly risk reviews with CRO and Information Security updates .
Fixed Compensation (Non‑Employee Director)
| Component | Amount/Policy | 2024 Williams Amount |
|---|---|---|
| Annual cash retainer | $42,500 policy | |
| Committee member fees | Audit $6,000; RCP $5,000 (policy) | |
| Committee chair fees | Not applicable (member) | |
| Chairman/Vice Chair adders | Not applicable | |
| Total cash fees earned (2024) | — | $70,500 |
Notes:
- Hanmi’s director cash program provides the base retainer and committee fees shown; Williams’ reported cash fees for 2024 totaled $70,500 .
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | May 22, 2024 | 4,040 | $65,004 (at $16.09/share) | One-year cliff vest |
| Options | — | 0 | — | No options outstanding for independent directors |
Additional program terms:
- Annual director equity is restricted stock (time‑based); 2024 value set to ~$65,000 aligned with market data .
- As of 12/31/2024, each independent director (except Ms. Ball) had 4,040 unvested restricted shares outstanding; no stock options outstanding .
No performance‑based equity or cash metrics are used for non‑employee directors; performance metrics disclosed in the proxy apply to executives, not directors .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed; no interlocks noted . |
Expertise & Qualifications
- Bank supervision and regulation: Former FRB SF Principal Examiner (5 years) and OCC National Bank Examiner (10 years) .
- Enterprise risk management: Former CRO of BofI Federal Bank; RCP Committee member .
- Credit risk and regulatory relations: Former Executive Director, Commercial Credit Review (Capital One); Director of Regulatory Relations (SVB) .
- Audit/risk oversight: Audit Committee member; contributes to financial reporting and controls oversight (Audit Committee met 12x in 2024) .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (common shares) | 23,476 |
| Ownership as % of shares outstanding | ~0.08% (23,476 / 30,217,915) |
| Unvested restricted shares outstanding (12/31/2024) | 4,040 |
| Options (exercisable/unexercisable) | 0/0 (independent directors have no options outstanding) |
| Pledging/Hedging | Prohibited for directors (no pledging, hedging, derivatives, or margin) |
| Stock ownership guidelines | 3x annual retainer; expected within five years; as of 12/31/2024 all directors in office met guidelines except Marasco (joined 2024) and Ball (joined 2025) |
Governance Assessment
- Board effectiveness: Williams’ deep regulatory and credit risk background aligns with HAFC’s risk profile; active roles on Audit and RCP support robust oversight of financial reporting and enterprise risk .
- Independence and alignment: Independent director; complies with ownership guidelines; equity grants are time‑based, aligning with shareholder value over tenure; pledging/hedging barred .
- Attendance/engagement: Met attendance expectations (>75% of meetings) and attended 2024 Annual Meeting .
- Conflicts/related-party exposure: No related-party transactions requiring review in 2024; no disclosed external public directorships or interlocks that pose conflicts .
- Shareholder signals: 2024 Say‑on‑Pay approval was 94.6%, indicating broad investor support for compensation governance (contextual to board oversight) .
Risk Indicators & Red Flags
- No red flags identified: No late Section 16 filings attributed to Williams (proxy cites late reports for Section 16 officers’ 4/1/2024 grants and for Director Marasco’s 5/23/2024 grant) . No related‑party transactions requiring approval in 2024 .
Committee Work Snapshot (2024)
- Audit Committee: Oversight of financial reporting, controls, and auditor; 12 meetings; Williams is a member (Chair: H. Chung) .
- RCP Committee: Oversees ERM, strategic planning, and cybersecurity updates; 8 meetings .
Director Compensation Snapshot (2024)
| Cash Fees | Equity | Total |
|---|---|---|
| $70,500 | $65,004 | $135,504 |
Policy reference: annual cash retainer $42,500; committee member fees (Audit $6,000; RCP $5,000; others as listed); annual restricted stock grant sized at ~$65,000; chair and board leadership adders where applicable .
Notes on Policies & Controls
- Clawback policy: Company maintains a Dodd‑Frank‑compliant clawback for executive incentive compensation; not applicable to standard director equity .
- Insider trading: Strict policy; directors prohibited from pledging and hedging company stock .
- Related‑party review: Formal process administered through Corporate Secretary and Audit Committee; no transactions requiring action in 2024 .