Myung Shin Sohn
About Myung Shin Sohn
Myung Shin Sohn, age 51, is an independent director of OP Bancorp (OPBK) since 2024 and serves as Audit Committee Chair. He is Managing Partner at Dow & Sohn CPAs and holds an MBA in Accountancy from California State University, Fullerton; the Board designated him an “audit committee financial expert” and “financially sophisticated.” He has deep GAAP/GAAS expertise, international tax experience, and knowledge of KIFRS, with community roles at KFAUSA and KAUF as CFO.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow & Sohn CPAs, Professional Corporation | Managing Partner | 15+ years (public accounting) | GAAP/GAAS expertise; financial statements, controls, audit oversight relevance to OPBK’s Audit Committee |
| Korean-American CPA Society of Southern California (KACPA) | Publication and SNS Officer | 2018–2023 | Community leadership; professional network in accounting community |
External Roles
| Organization | Role | Scope |
|---|---|---|
| Korea Franchise Association USA (KFAUSA) | Chief Financial Officer | Non-profit finance oversight |
| Korean American United Foundation (KAUF) | Chief Financial Officer | Non-profit finance oversight |
Board Governance
- Independence: OPBK’s Board determined Sohn is independent (Nasdaq rules) and is among four independent nominees for 2025.
- Committees (2024):
- Audit Committee: Chair; all members independent; 12 meetings in 2024.
- Human Resources & Compensation Committee: Member; 6 meetings in 2024.
- Nomination & Governance Committee: Member; 4 meetings in 2024.
- Board Risk & Compliance Committee (BRCC): Member; 4 meetings in 2024.
- Attendance: Board held 14 meetings in 2024; each incumbent director attended all Board and committee meetings on which they served.
- Audit Committee Report: Signed by Sohn as Chair; committee reviewed auditor independence and recommended inclusion of audited financials in 2024 Form 10-K.
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Cash fees | $35,000 |
| Monthly standard director retainer | $5,000 per month (Chairman $7,000) |
| Equity grant (RSUs) grant date | June 27, 2024 |
| Equity grant fair value | $30,002 |
| Closing price on grant date | $9.30 |
| Unvested RSUs outstanding (12/31/2024) | 3,226 shares |
| Total 2024 director compensation | $65,002 |
Notes:
- The $35,000 cash indicates partial-year service consistent with a 2024 appointment (standard retainer is $5,000/month).
Performance Compensation
Directors are compensated with time-based RSUs; OPBK does not disclose performance-conditioned metrics for director equity grants (no options granted under the 2021 Plan; director equity is RSUs only).
| Metric | Disclosed? | Details |
|---|---|---|
| TSR/ROA/ROE/efficiency ratio targets tied to director pay | No | Director pay structure: cash retainers + time-based RSUs; performance metrics in the proxy apply to executives, not directors |
| Options awards to directors | No | No stock options granted under the 2021 Plan as of 12/31/2024 |
Other Directorships & Interlocks
| Entity | Type | Role | Public Company? | Potential Interlock Notes |
|---|---|---|---|---|
| KFAUSA | Non-profit | CFO | No | Not disclosed as OPBK counterparty; no related-party transaction reported |
| KAUF | Non-profit | CFO | No | Not disclosed as OPBK counterparty; no related-party transaction reported |
OPBK’s related-party policy requires Audit Committee approval for any related party transactions; the proxy discloses ordinary banking relationships but reports no director-related material transactions beyond those ordinary-course items.
Expertise & Qualifications
- Audit and accounting: GAAP/GAAS proficiency; internal control and audit committee functions—Board designated “audit committee financial expert.”
- International standards: Experience with KIFRS and international tax compliance.
- Community and leadership: Roles at KACPA, KFAUSA, KAUF.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Myung Shin Sohn | 23,626 | 0.16% | Includes 3,226 RSUs vesting within 60 days of 4/30/2025 |
Additional observations:
- Options: None reported for directors under the Plan.
- Pledging/Hedging: Insider Trading Policy exists; no pledging/hedging by Sohn disclosed.
- Ownership guidelines for directors: Not disclosed in proxy (skip).
Shareholder Voting Signals (2025 Annual Meeting)
| Item | Result Data |
|---|---|
| Election of Myung Shin Sohn | Votes For: 8,867,990; Withheld: 61,402; Broker Non-Votes: 2,133,450 |
| Say-on-Pay (2024 NEO compensation) | For: 8,574,990; Against: 296,287; Abstain: 58,115; Broker Non-Votes: 2,133,450 |
| Frequency of say-on-pay | One Year: 8,535,724; Two Years: 2,472; Three Years: 377,840; Abstain: 13,356; Broker Non-Votes: 2,133,450 |
Related-Party Transactions & Conflicts
- Policy: Any related-party transaction requires Audit Committee approval; exceptions limited to de minimis amounts and ordinary banking relationships.
- Ordinary banking relationships: Officers/directors and families had deposits totaling $2.3 million as of 12/31/2024; no indebtedness to OPBK as a group at that date.
- Other related party transactions: Proxy states none material beyond ordinary banking relationships.
- Section 16(a) compliance: Proxy lists several late Form 4 filers; Sohn is not listed among delinquencies.
Governance Assessment
- Strengths:
- Independence and multiple committee roles, notably Audit Chair; designated audit committee financial expert—supports strong financial oversight.
- Perfect meeting attendance in 2024 at Board and committees; active engagement.
- Strong shareholder support in 2025 director election, suggesting investor confidence.
- Director pay aligns with community bank norms (cash retainer + time-based RSUs); no option awards or complex performance conditions—lower risk of pay-induced risk-taking.
- Watch items:
- External CPA leadership could present potential perceived conflicts if the firm were to provide services to OPBK or counterparties; however, proxy discloses no such related-party transactions and OPBK has a robust approval policy via the Audit Committee.
- Workload across multiple committees requires sustained capacity; current attendance and outcomes indicate effective engagement.
- Red flags observed: None disclosed regarding pledging, hedging, material related-party transactions, option repricing, or low say-on-pay outcomes.