Brian Bang

About Brian Bang

Brian Bang, age 50, is Executive Vice President and Chief Credit Officer (CCO) of PCB Bank, a role he has held since January 2022 after joining the Bank in 2005; he previously served as SVP & Deputy CCO (2014–2017) and SVP & CCO (2018–2021). He holds a B.A. in Business Administration from California State University, Fullerton, and is a graduate of Pacific Coast Banking School (University of Washington partnership) . During Bang’s CCO tenure (2022–2024), PCB’s reported net income moved from $34.99M (2022) to $25.81M (2024), while total shareholder return (TSR) on a $100 initial investment moved from $83.29 (2022) to $113.73 (2024), framing the operating/market backdrop for pay alignment and retention analysis .

Past Roles

External Roles

• No external directorships/committee roles for Bang are disclosed in the proxy materials reviewed .

Fixed Compensation

Perquisites detail

Notes:

• No employment agreement is in place for non-CEO executives; “No other executive officers have employment agreements with the Company” (comp committee narrative) .

Performance Compensation

Short‑term cash incentive framework

• Non‑PEO NEO bonuses are discretionary; the Board reviews financial and non‑financial goals annually but does not disclose formulaic metrics or weightings for non‑PEO NEOs .
• The company cites net income and overall performance measures in its pay‑versus‑performance narrative (program alignment context), but specific NEO weights/targets are not disclosed .

Cash bonus outcomes

Equity awards and vesting

• Grants: No new RSAs or options to Bang are disclosed in 2021–2022 SCT (his equity line items show “—”), but he held prior awards outstanding (see “Outstanding Equity Awards” below) .
• Plan‑level vesting conventions referenced (apply generally across NEO grants during the periods cited):
  • RSAs: 8/1/2019 grants vest equally over 5 years; 9/18/2020, 1/14/2021, and 1/1/2022 RSAs vest equally over 3 years .
  • Options: 1/3/2022 options vest 20% annually; 10/25/2023 options vest in three equal annual installments .
• Change‑in‑control treatment: Upon notice of a change‑in‑control where PCB is not the survivor, “all outstanding options become exercisable and all restricted stock award restrictions lapse” unless the committee provides for assumption/substitution .

Outstanding equity awards (Bang)

Notes:

• By March 31, 2025, Bang’s “exercisable within 60 days” options were 15,126, consistent with the 10/28/2015 grant and the 2013 grant’s expiry in 2023 .

Equity Ownership & Alignment

Beneficial ownership

Alignment policies and red flags

• Hedging: The Code of Ethics and Business Conduct prohibits hedging transactions (e.g., puts, calls, short sales) in company securities .
• Pledging: No pledging disclosure for Bang is provided in the materials reviewed (no mention in ownership notes for Bang) .
• Ownership guidelines: No executive stock ownership guideline disclosures for officers other than what is visible in the ownership tables were found in the excerpts reviewed .

Implications:

• Skin-in-the-game is modest (<1% of shares outstanding); however, a meaningful block of vested options (15,126) remains prior to the 10/28/2025 expiration, which could create time-based exercise/sale pressure into that date window .

Employment Terms

• Contract: No employment agreement for Bang (only the CEO has a contract) .
• Severance/Change‑in‑Control: Not specified for Bang individually; however, under the 2023 Equity Plan, upon a qualifying change‑in‑control where PCB is not the survivor, options vest and RSA restrictions lapse unless otherwise determined by the committee .
• Clawback: A specific executive compensation clawback policy is not detailed in the proxy excerpts reviewed.
• Insider trading/hedging policy: Hedging prohibited; policy filed as exhibit to the 2024 Form 10‑K and summarized in the proxy .
• Perquisites: Auto allowance and modest benefits included in “All Other Compensation” (see table) .

Performance & Track Record

Company pay-versus-performance frame (during Bang’s EVP/CCO tenure)

Context:

• The proxy also notes multi‑year asset and equity growth under the CEO’s leadership (assets from $1.44B at 12/31/2017 to $3.06B at 12/31/2024; equity from $142.2M to $363.8M), situating PCB’s scale trajectory during which Bang has held senior credit roles since 2014 and EVP/CCO since 2022 .

Compensation Committee & Governance Context

• Non‑PEO NEO bonuses are discretionary; the Compensation Committee oversees compensation risk and comprises independent directors under Nasdaq rules .
• No related party transactions in 2024 requiring disclosure were identified; no loans outstanding to executive officers as of year‑end 2024 .

Investment Implications

• Alignment: Bang’s equity exposure consists of direct shares and fully vested options (15,126) expiring 10/28/2025; this provides upside participation but overall ownership remains <1%, implying moderate alignment and limited downside sharing vs. shareholders .
• Selling pressure watch: The 10/28/2025 option expiry is a concrete date that could prompt exercises and potential sales; monitor Form 4 filings around mid‑ to late‑2025 for activity timing .
• Pay design: Discretionary (non‑formulaic) bonuses for non‑PEO NEOs reduce transparency on pay‑for‑performance linkage; investors should focus on credit quality, net charge‑offs, and reserve levels as de facto performance levers for the CCO role, even if not explicitly weighted in incentive plans .
• Retention/CoC: Absence of an individual employment agreement for Bang reduces guaranteed severance obligations; however, plan‑level CoC provisions accelerate equity, which can create event‑driven windfalls and potential turnover risk post‑transaction if not offset by retention grants .
• Governance: Hedging prohibitions are positive for alignment; no pledging red flags disclosed for Bang; no related‑party transactions involving executives in 2024 .