Andrew Chung
About Andrew Chung
Andrew Chung is Executive Vice President, Chief Risk Officer (CRO) of PCB Bancorp and Corporate Secretary, serving since April 2018; he is 62 and a Certified Public Accountant (inactive) with an MBA from USC Marshall and a BS in Business Administration from Cal State Los Angeles . Company pay-versus-performance disclosures show net income of $34.99m (2022), $30.71m (2023), and $25.81m (2024) alongside TSR values for a fixed $100 investment of $83.29, $108.08, and $113.73, respectively, illustrating declining earnings but improving TSR over the last two years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Uniti Financial Corporation & Uniti Bank | EVP & Chief Financial Officer | Nov 2013 – Apr 2018 | Led finance at community bank; executive oversight across financial reporting and controls |
| Wilshire Bank | SVP & Controller | Jul 2011 – Oct 2013 | Directed controllership and reporting functions |
| PCB Bank | SVP & Chief Financial Officer | Oct 2005 – Apr 2010 | Prior finance leadership at PCB Bank before current CRO role |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in Company filings | — | — | No current external directorships or board roles disclosed for Andrew Chung |
Fixed Compensation
| Metric | 2020 | 2021 | 2022 |
|---|---|---|---|
| Base Salary ($) | $211,150 | $217,322 | $239,215 |
| All Other Compensation ($) | $26,576 | $26,634 | $28,053 |
All Other Compensation detail
| Component | 2020 | 2021 | 2022 |
|---|---|---|---|
| Auto Allowance ($) | $12,000 | $12,000 | $12,000 |
| Company 401(k) Match ($) | $12,669 | $13,039 | $14,353 |
| Dividends on Unvested RSAs ($) | $720 | $608 | $600 |
| Cellphone Reimbursement ($) | $1,187 | $987 | $1,100 |
Performance Compensation
| Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| 2020 | Short-term cash incentive (discretionary; based on pre-established financial/non-financial goals) | N/A | Not disclosed | Not disclosed | $40,000 | Cash (immediate) |
| 2021 | Short-term cash incentive (discretionary; based on pre-established financial/non-financial goals) | N/A | Not disclosed | Not disclosed | $40,000 | Cash (immediate) |
| 2022 | Short-term cash incentive (discretionary; based on pre-established financial/non-financial goals) | N/A | Not disclosed | Not disclosed | $70,000 | Cash (immediate) |
Equity Awards – Options (2018 grant)
| Metric | 2020 | 2021 | 2022 |
|---|---|---|---|
| Number of Securities Underlying Unexercised Options – Exercisable | 0 | 12,000 | 16,000 |
| Number of Securities Underlying Unexercised Options – Unexercisable | 20,000 | 8,000 | 4,000 |
| Exercise Price ($) | $15.15 | $15.15 | $15.15 |
| Expiration Date | 04/16/2028 | 04/16/2028 | 04/16/2028 |
| Vesting Schedule | 60% at 3rd anniversary; +20% on each of the next two anniversaries | 60% at 3rd anniversary; +20% on each of the next two anniversaries | 60% at 3rd anniversary; +20% on each of the next two anniversaries |
Equity Awards – RSAs
| Metric | 2020 | 2021 | 2022 |
|---|---|---|---|
| Unvested RSAs (shares) | 1,600 | 1,200 | 800 |
| Market Value of Unvested RSAs ($) | $16,176 | $26,352 | $14,152 |
| RSA Vesting Schedule | Aug 1, 2019 grant vests equally over five years | Aug 1, 2019 grant vests equally over five years | Aug 1, 2019 grant vests equally over five years |
In 2025 beneficial ownership disclosures, Andrew’s common stock includes 4,000 shares of unvested RSAs, indicating new RSA grants outstanding as of March 31, 2025 (grant terms not itemized in NEO table) .
Equity Ownership & Alignment
| Metric | As of Mar 31, 2025 |
|---|---|
| Common Stock Owned (includes unvested RSAs) | 6,000 |
| Of which: Unvested RSAs | 4,000 |
| Options Exercisable within 60 days | 20,000 |
| Total Beneficial Ownership (shares) | 26,000 |
| Ownership as % of Shares Outstanding | <1% |
| Shares Pledged as Collateral | No pledging disclosed in proxy ownership table |
| Hedging Policy | Company Code prohibits hedging transactions (puts, calls, short sales, etc.) |
Employment Terms
- Employment Agreement: Only the CEO has an employment agreement; “No other executive officers have employment agreements,” implying Andrew Chung has none .
- Severance and Change-of-Control: At the plan-level, upon a change in control where the Company is not the survivor, all options become exercisable and restrictions on restricted stock lapse unless the compensation committee determines otherwise .
- Clawbacks / Ownership Guidelines: No clawback provisions or ownership guidelines specific to Andrew are disclosed in the proxy .
- Non-Compete / Non-Solicit: Not disclosed for Andrew Chung .
Performance & Track Record (Company-level context during Andrew’s tenure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($) | $34,987,000 | $30,705,000 | $25,810,000 |
| Value of $100 Investment (TSR) | $83.29 | $108.08 | $113.73 |
Related Party Transactions and Risks
- Related Party Transactions: None in 2024 exceeding the lesser of $120,000 or 1% of assets; routine insider loans were on substantially the same terms as comparable transactions; no such loans outstanding at year-end .
- Governance: Compensation Committee comprised entirely of independent directors; charged with overseeing executive pay structure and risk . Insider trading policy is on file and Code prohibits hedging transactions .
Compensation Structure Observations
- Year-over-year cash vs. equity mix: Andrew’s compensation (when disclosed as NEO) was primarily salary plus discretionary cash bonus; no RSAs or new options were granted to him in 2021–2022 per NEO tables, but he held an earlier 2018 option grant and 2019 RSAs that continued vesting .
- Discretionary bonuses: Non-CEO executive bonuses are discretionary and based on pre-established financial and non-financial goals; specific metric weightings/targets are not disclosed for Andrew .
- Equity plan mechanics: Options/RSAs can accelerate on change-of-control at plan-level; historical option vesting terms are front-loaded (60% at 3 years) which can influence retention/selling dynamics .
Investment Implications
- Alignment and potential selling pressure: As of March 31, 2025, Andrew holds 20,000 options exercisable within 60 days and 4,000 unvested RSAs; option exercises and RSA vesting add to potential supply overhang timing, though actual selling behavior isn’t disclosed .
- Pay-for-performance transparency: Bonus determinations for non-CEO executives are discretionary with limited disclosure of metric targets/weights, complicating tight pay-for-performance assessment for Andrew; however, Company CAP and TSR show alignment at the aggregate level .
- Retention and severance economics: Lack of an individual employment agreement reduces guaranteed severance exposure and may increase reliance on ongoing incentive outcomes for retention; equity can accelerate under change-of-control at plan level .
- Governance and risk controls: Independent Compensation Committee oversight, prohibited hedging, and absence of material related-party transactions in 2024 support a cleaner governance profile, reducing red-flag risk indicators .