Don Rhee
About Don Rhee
Independent director of PCB Bancorp since 2015; age 69; founder, President & CEO of Active USA, Inc. (Los Angeles–based apparel manufacturer) since 1988; previously a director at Saehan Bancorp (1999–2011), which ultimately became part of Bank of Hope . Recognized community and industry leader (President, San Pedro Fashion Mart Association in 2013; CEO, The World Korean Business Convention in 2015), awarded the Dongbaek (Camellia) Medal of the Order of Civil Merit by the Korean government in Feb 2023 for philanthropic and educational contributions . Education: B.S. in Architecture and honorary Doctorate in Business Administration, Yeungnam University (Korea) . Independent under Nasdaq/SEC rules; serves only on the Company board (not on the Bank board), contributing on Compensation and Nominating & Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saehan Bancorp | Director | 1999–2011 | Korean-American community bank board experience; Saehan later merged into an entity that became Bank of Hope . |
| San Pedro Fashion Mart Association | President | 2013 (start) | Leadership within Korean-American apparel business owners’ community . |
| The World Korean Business Convention | Chief Executive Officer | 2015 (start) | Global community/business convening leadership . |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Active USA, Inc. (Apparel manufacturing) | Founder; President & CEO | 1988–Present | Los Angeles-based; brings commercial customer banking perspective . |
| Other public company directorships | — | None (current) | Company discloses no current outside public boards for any PCB directors . |
Board Governance
- Independence and structure: Independent director under Nasdaq/SEC; Board majority independent; separate independent Chair and CEO roles .
- Committee assignments (Company board): Compensation Committee (member) and Nominating & Governance Committee (member) .
- Attendance and engagement: In 2024, Board held 4 regular and 2 special meetings; each director standing for re-election attended at least 75% of aggregate Board/committee meetings; “all but one” directors attended the 2024 annual meeting . In 2023, attendance at least 83%; all directors attended the 2023 annual meeting .
- Committee activity levels (FY2024): Audit (9 meetings), Nominating & Governance (1), Compensation (2) .
- Bank vs. Company board: Rhee serves only on the Company board (not the Bank), a status explicitly noted in director matrix and reflected in a distinct monthly Company-only retainer .
| Committee | 2024 | 2025 |
|---|---|---|
| Audit | Not a member | Not a member |
| Compensation | Member | Member |
| Nominating & Governance | Member | Member |
Fixed Compensation
Director compensation is cash-based; no equity grants to non-employee directors in 2023–2024.
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned and Paid in Cash | $49,000 | $84,000 |
| Equity Awards | $0 | $0 |
| Consulting/All Other | $24,000 (health insurance) | $0 |
| Total | $73,000 | $84,000 |
- Retainer specifics: As the sole director not serving on the Bank board, Rhee received a monthly Company-board retainer of $5,000 in 2023 and $7,000 in 2024 .
Performance Compensation
- No performance-based or equity components are disclosed for non-employee directors; Equity Awards column is zero for all directors in 2023 and 2024; no performance metrics tied to director compensation are presented .
| Performance Element | 2023 | 2024 |
|---|---|---|
| Equity awards (RSUs/Options) | $0 (none granted) | $0 (none granted) |
| Performance metrics tied to director pay | Not disclosed/Not applicable | Not disclosed/Not applicable |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None; PCB discloses no directors serving on other public company boards . |
| Prior public boards | Saehan Bancorp, Director (1999–2011) . |
| Compensation committee interlocks | None reported (no interlocking relationships in 2024/2023) . |
Expertise & Qualifications
- Industry/operator expertise: 35+ years leading an apparel manufacturer; deep understanding of commercial customer banking needs in PCB’s markets .
- Community leadership and recognition: Leadership roles in 2013 and 2015; Dongbaek (Camellia) Medal in Feb 2023 for philanthropy/education contributions .
- Education: B.S. Architecture; honorary Doctorate in Business Administration (Yeungnam University) .
Equity Ownership
Material “skin-in-the-game”: significant beneficial ownership and >5% stake.
| Ownership Detail | Mar 28/31, 2024 | Mar 31, 2025 |
|---|---|---|
| Total shares beneficially owned | 723,829 | 741,029 |
| Percent of shares outstanding | 5.07% | 5.15% |
| Held by family trust | 409,014 | 423,564 |
| Held by Rhee Family Venture LLC | 314,815 | 317,465 |
- Pledging/hedging: Company code prohibits hedging (e.g., puts, calls, short sales) by directors; no pledging disclosed for Rhee in the proxy .
Insider Trades and Filings
| Date | Disclosure | Note |
|---|---|---|
| Nov 1, 2023 | Late Section 16(a) Form 4 filings | Company disclosed director Don Rhee did not file timely Form 4 for two transactions on this date (form was late) . |
Related-Party and Conflict Review
- Related-party transactions: No transactions in 2024 exceeding the lesser of $120,000 or 1% of assets with directors, executive officers, 5% shareholders, or affiliates; audit committee reviews/approves per Item 404 policy .
- Ordinary-course banking relationships: Bank may transact with directors/officers on market terms; as of 12/31/2024, no such loans outstanding; at 12/31/2023, $111k of such loans outstanding (counterparties not identified) .
- Independence: Board affirmatively determined Rhee is independent under Nasdaq/SEC .
Governance Assessment
- Strengths:
- Strong ownership alignment via a 5.15% stake; meaningful direct/trust/LLC holdings align incentives with shareholders .
- Independent director serving on key governance (N&G) and pay (Compensation) committees; both committees fully independent, supporting oversight quality .
- Attendance thresholds met; Board/committee activity evidenced (2024: at least 75% attendance among nominees; prior year ≥83%) .
- No 2024 related-party transactions; no outstanding insider loans at year-end 2024; hedging prohibited by policy .
- Watch items / RED FLAGS:
- Section 16(a) disclosure lapse: late Form 4 for two trades on Nov 1, 2023—administrative compliance issue to monitor .
- Concentrated ownership (≥5%) can be both alignment and potential influence; Board nonetheless classifies Rhee as independent .
- Compensation alignment signals:
- Non-employee director pay is cash-only with no equity or performance metrics disclosed, limiting direct pay-for-performance linkage at the board level; however, substantial personal share ownership substitutes for equity grants in aligning interests .