Scott Yoon-Suk Whang
HOPE BANCORPAbout Scott Yoon‑Suk Whang
Scott Yoon‑Suk Whang is a long‑tenured independent director of Hope Bancorp, Inc. (HOPE), serving on the Board since 2007; he is age 79 as of the March 24, 2025 record date . He previously served as Chairman of the Board (2017–2019) and Lead Independent Director (May 23, 2019–May 23, 2024), and currently chairs the Nomination & Governance Committee while serving on the Compensation and Executive Committees . Whang’s background is entrepreneurial—founder and Chairman of Orange Circle Studios; co‑founder of Avalanche Publishing and Codra Enterprises; and earlier held senior management roles at Daewoo International (USA), including President of the Western Division . He earned a B.A. in International Economics from Seoul National University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hope Bancorp, Inc. | Chairman of the Board | 2017–2019 | Board leadership during post‑merger integration of BBCN/Wilshire into HOPE |
| Hope Bancorp, Inc. | Lead Independent Director | May 23, 2019 – May 23, 2024 | Led executive sessions; coordinated Chairman evaluation; succeeded by Dale S. Zuehls in 2024 as part of board succession planning |
| Hope Bancorp, Inc. | Vice Chairman (historical) | May 2012 – June 2014 | Senior board leadership (historical proxy disclosure) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orange Circle Studios | Founder & Chairman | Ongoing | Oversees gift products and calendar publishing operations |
| Avalanche Publishing, Inc. | Founder | Historical | Built mainstream publishing business; recognized as entrepreneur of the year (2006) |
| Codra Enterprises | Founder | Historical | Commercial printing operations |
| Daewoo International (USA) | President, Western Division | Until 1985 | Senior operating role; international trading/manufacturing exposure |
Board Governance
- Independence: Whang is one of nine independent nominees standing for re‑election; only the CEO and Honorary Chairman are not independent .
- Committee assignments: Chair—Nomination & Governance; Member—Compensation; Member—Executive .
- Attendance: All directors met at least 75% attendance across Board and committee meetings in 2024; HOPE held 10 joint Board meetings and committee meetings as shown below .
- Executive sessions: Led by the Lead Independent Director at regularly scheduled meetings or as needed (role transitioned to Dale S. Zuehls in May 2024) .
- Anti‑hedging/anti‑pledging: HOPE prohibits hedging and pledging of company stock; exceptions to pledging require Legal Department approval and demonstrated capacity to repay without resorting to pledged securities .
- Equity ownership guidelines: Non‑employee directors must hold at least 3x annual retainer, with five years to comply; Whang satisfies guidelines .
| Committee | 2024 Meetings | Whang Role |
|---|---|---|
| Nomination & Governance | 6 | Chair |
| Compensation | 8 | Member |
| Board Risk | 8 | Not a member |
| Audit | 15 | Not a member |
| Executive | 6 | Member |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $74,250 | Includes annual director retainer; committee chair/member retainers; partial Lead Independent Director retainer through May 23, 2024 |
| Stock Awards (RSUs, grant‑date fair value) | $63,000 | Granted July 3, 2024 at $10.51/share |
| All Other Compensation | $15,000 | Health insurance or cash in lieu |
| Option Awards | — | No new options granted in 2024; legacy options outstanding (see Equity Ownership) |
Director fee schedule in effect as of May 23, 2024:
| Description | Cash | Equity | Other |
|---|---|---|---|
| Director Annual Retainer | $54,000 | $54,000 | $15,000 |
| Lead Independent Director & Honorary Chairman | $28,800 | $28,800 | — |
| Deputy Lead Independent Director | $9,000 | $9,000 | — |
| Committee Chair Annual Retainer | $9,000 | $9,000 | — |
2024 RSU awards detail:
| Item | Detail |
|---|---|
| RSUs Granted (2024) | 5,994 units (grant date July 3, 2024) |
| Vesting | One‑year anniversary or next annual meeting, if earlier |
Performance Compensation
- HOPE’s director compensation uses time‑vested RSUs; no performance‑based metrics are tied to director pay in the proxy (performance metrics apply to NEO programs, not to directors) .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Whang in the 2025 proxy biography .
- Compensation Committee interlocks: None—no member has ever been an officer/employee of HOPE or its subsidiaries; no reciprocal executive service on other companies’ boards/compensation committees .
Expertise & Qualifications
- Financial services/M&A; strategic planning, business development, operations .
- Human capital management and succession planning .
- Long‑tenured board leadership (former Chairman, former Lead Independent Director) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares owned (Amount & Nature) | 98,874 | Includes direct and indirect; 61,702 shares held indirectly in trusts |
| Options exercisable within 60 days | 20,000 | Strike $17.18; granted 9/1/2016; fully vested 9/1/2018; expire 9/1/2026 |
| RSUs to vest within 60 days | 5,994 | Granted 7/3/2024 |
| Total beneficial ownership | 124,868 | <1% of outstanding shares |
| Director ownership guideline target | 13,181 shares | Calculated as 3× annual retainer ($162,000) / $12.29 closing price on 12/31/2024 |
| Shares counted toward guideline | 104,868 | Includes vested stock and unvested RSUs subject to time‑based vesting |
| Compliance status | Satisfied | As of 12/31/2024 |
| Hedging/Pledging policy | Prohibited (exceptions to pledging require approval) | Applies to directors and covered employees |
Governance Assessment
- Committee leadership and independence: As Chair of Nomination & Governance and member of Compensation, Whang operates within fully independent committees; HOPE affirms independence of Nomination and Compensation members and maintains robust committee charters .
- Engagement and attendance: All directors achieved at least 75% attendance across 2024 meetings; all attended the 2024 annual meeting, supporting board effectiveness signals .
- Ownership alignment: Whang exceeds the director ownership guideline (3× retainer), holds legacy options and current RSUs, and is subject to anti‑hedging/anti‑pledging rules, indicating alignment with shareholder interests .
- Say‑on‑pay signals: Stockholders approved say‑on‑pay with 94.72% support in 2025 and ~97% in 2024, reflecting constructive compensation governance and investor engagement .
- Related‑party/transactions: Proxy discloses no existing or proposed material related‑party transactions beyond ordinary‑course banking relationships on market terms; oversight resides with the Audit Committee and independent directors, mitigating conflict risk .
- Compensation committee practices: Use of independent consultant (Pearl Meyer) with independence assessment and no interlocks underscores sound governance .
Say‑on‑Pay & Shareholder Feedback
| Year | Proposal | For | Against | Abstain | Broker Non‑Votes | Outcome |
|---|---|---|---|---|---|---|
| 2025 | Advisory vote to approve NEO compensation | 96,056,236 | 5,141,232 | 213,784 | 7,188,595 | Approved (94.72% of votes cast) |
| 2024 | Advisory vote to approve NEO compensation | ~97% approval of votes cast | — | — | — | Approved |
Compensation Committee Analysis
- Members: Dale S. Zuehls (Chair), Jinho Doo, Daisy Y. Ha, William J. Lewis, Scott Yoon‑Suk Whang (all independent) .
- Consultant: Pearl Meyer engaged as independent advisor; HOPE’s independence assessment found no conflicts of interest .
- Responsibilities: CEO and Section 16 officer compensation decisions, risk analysis of compensation policies, employment/severance approvals, recommending Say‑on‑Pay frequency .
RED FLAGS
- Pledging/Hedging: Prohibited; no pledging exceptions disclosed for Whang in proxy .
- Related‑party transactions: None material disclosed; only ordinary‑course loans on market terms overseen by independent directors/Audit Committee .
- Attendance: Meets threshold; no low‑attendance issues disclosed .
- Interlocks: None disclosed on Compensation Committee .