Dale S. Zuehls
HOPE BANCORPAbout Dale S. Zuehls
Dale S. Zuehls is Lead Independent Director of Hope Bancorp (HOPE), age 74, serving on the Board since 2014. He was appointed Lead Independent Director effective May 23, 2024 (after serving as Deputy Lead Independent Director beginning February 1, 2024), and is a financial expert with 45+ years in complex auditing, accounting, forensic accounting, tax, and related advisory; he is a CPA, Certified Fraud Examiner, holds a J.D., and a Ph.D. in accounting, with prior leadership roles at KPMG and Arthur Andersen and academic appointments in Ph.D./Master’s programs at Southern California universities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Leadership roles | Prior to 2002 (not specified) | Complex auditing/accounting leadership |
| Arthur Andersen & Co. | Leadership roles | Prior to 2002 (not specified) | Complex auditing/accounting leadership |
| Southern California universities | Faculty (Ph.D./Master’s programs) | Not specified | Taught advanced accounting topics |
| HOPE Board | Deputy Lead Independent Director | Feb 1, 2024 – May 23, 2024 | Independent leadership succession |
External Roles
| Organization | Role | Public/Private/Non-profit | Tenure/Notes |
|---|---|---|---|
| Zuehls, Legaspi & Company | Founder/Partner; specialized advisory (audit, tax, fraud/forensic) | Private | Since 2002 |
| Cal State LA Foundation | Audit Committee member | Non-profit | Largest research foundation at Cal State LA |
| Other public company directorships | None disclosed in 2025 proxy | — | Proxy biography does not list other public company boards |
Board Governance
- Current roles: Lead Independent Director; Chair, Human Resources & Compensation Committee; Member, Audit Committee (designated Audit Committee Financial Expert); Member, Nomination & Governance Committee .
- Independence: Independent under SEC and Nasdaq rules; HOPE’s principal committees (Audit, Compensation, Nomination) are 100% independent; 9 of 11 director nominees are independent (non-independent: CEO Kevin S. Kim and Honorary Chairman Steven S. Koh) .
- Attendance & engagement: All current directors attended at least 75% of aggregate Board/committee meetings in 2024; all current directors attended the 2024 annual meeting . Stockholders can email the Lead Independent Director directly ([email protected]) for Board communications, subject to screening protocols .
- Lead Independent Director responsibilities include coordinating evaluation of the Chair, presiding over executive sessions of independent directors, and collaborating on agendas; Zuehls appointed LID effective May 23, 2024 .
- 2024 committee meetings: Audit (15), Nomination (6), Compensation (8); Board Risk (8), Executive (6) .
- Compensation Committee independence/interlocks: All members independent; no compensation committee interlocks or insider participation (none of the members have ever been officers/employees; no reciprocal executive service interlocks) .
Fixed Compensation
| Component (Director, 2024) | Amount | Notes |
|---|---|---|
| Cash fees | $82,050 | Includes annual director retainer, committee chair fee, and partial LID and Deputy LID retainers for service transitions in 2024 . |
| Equity (RSUs) – grant-date fair value | $94,800 | RSUs granted July 3, 2024 at $10.51 closing price; one-year time-based vesting . |
| All other compensation | $15,000 | Health insurance or cash in lieu . |
| Options | — | No new options in 2024 (legacy options outstanding; see below) . |
| Total | $191,850 | Sum of components above . |
Director fee schedule (effective May 23, 2024):
- Director annual retainer: $54,000 cash + $54,000 equity; Other comp: $15,000 (health) .
- Lead Independent Director annual retainer: additional $28,800 cash + $28,800 equity .
- Deputy Lead Independent Director annual retainer: additional $9,000 cash + $9,000 equity .
- Committee Chair annual retainer: additional $9,000 cash + $9,000 equity .
- Prior schedule (June 2020–May 22, 2024): same director/LID/Honorary cash/equity levels; Committee Chair fee was $7,200 cash + $7,200 equity (increase implemented in 2024) .
Performance Compensation
- Director equity awards are time-based RSUs; no performance metrics (TSR/EPS/ROIC) apply to non-employee directors .
| Award Type | Grant Date | Shares/Units | Vesting Terms | Exercise/Expiry | Grant-Date FV/Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | July 3, 2024 | 9,019 | Time-based; generally vests on 1-year anniversary (or at next annual meeting) | — | Fair value $94,800; based on $10.51 stock price at grant . |
| Stock options (legacy) | Sept 1, 2016 | 20,000 (aggregate outstanding) | Fully vested Sept 1, 2018 | $17.18 exercise price; expires Sept 1, 2026 | Granted at merger closing (BBCN/Wilshire) . |
Other Directorships & Interlocks
| Entity | Role | Public/Private | Committee roles | Notes |
|---|---|---|---|---|
| Cal State LA Foundation | Audit Committee member | Non-profit | Audit | External oversight role . |
| Compensation Committee interlocks | None | — | — | No interlocks/insider participation disclosed . |
Expertise & Qualifications
- Audit, accounting and financial reporting; forensic accounting/fraud; complex tax; performance measurement; human capital and incentive compensation; succession planning .
- Credentials: CPA; Certified Fraud Examiner; J.D. (Southwestern University School of Law); Ph.D. in accounting; B.S. in Accounting (Cal State LA) .
- Audit Committee Financial Expert designation (SEC/PCAOB criteria) .
Equity Ownership
| Category (as of Record Date March 24, 2025) | Shares/Units | % of Outstanding |
|---|---|---|
| Shares owned (direct/indirect) | 42,217 | <1% |
| Options exercisable within 60 days | 20,000 | <1% |
| RSUs to vest within 60 days | 9,019 | <1% |
| Total beneficial ownership | 71,236 | <1% (121,074,988 shares outstanding) |
Ownership guideline status (as of Dec 31, 2024):
- Target shares (3x retainer): 13,181; Shares counted toward guideline: 51,236; Status: Satisfied .
- Anti-hedging/anti-pledging policy: Directors prohibited from hedging and pledging HOPE stock (limited pledge exceptions require prior approval and demonstrable repayment capacity) .
Related-Party/Conflict Review
- No existing or proposed material related-party transactions with officers/directors/nominees disclosed; any insider banking relationships were ordinary course, on market terms, with standard credit risk, and approved by independent directors/Audit Committee under established policies .
Governance Assessment
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Strengths/signals supporting investor confidence:
- Independent leadership as Lead Independent Director; clear executive session and Chair-evaluation responsibilities .
- Deep audit/accounting expertise and Audit Committee Financial Expert designation; sits on Audit Committee .
- Chair of Compensation Committee with full independence and no interlocks; committee reviewed risk in pay practices .
- Strong ownership alignment: meets 3x retainer guideline; director program balances cash and equity; equity retainer equals cash retainer .
- Attendance/engagement: Board-level disclosure shows at least 75% attendance for all current directors and direct shareholder communication channel via his LID email .
- No material related-party transactions flagged; insider loans (if any) ordinary-course and on market terms with independent approval .
-
Watch items (not red flags, but monitor):
- Legacy 2016 options (20,000 at $17.18) remain outstanding until Sept 1, 2026; monitor for any exercise/expiration dynamics and potential optics if stock trades below strike .
- Anti-pledging policy allows exceptions with approval—continue to monitor any disclosed exceptions (none noted in proxy) .
- Committee workloads remained high in 2024 (Audit 15; Compensation 8; Nomination 6); monitor sustained attendance and bandwidth as LID and Comp Chair .