Haeyoung Cho
About Haeyoung Cho
Independent director of PCB Bancorp; former President & CEO of PCB Bancorp and PCB Bank (Oct 2011–Dec 2017). Age 70; director since 2011 (14 years of board service). Education: B.A. in Business Administration (Duksung University), MBA (University of Phoenix), Graduate School of Banking at Colorado. Deep Korean‑American community banking experience since 1983, including successfully leading PCB through the financial crisis and beyond $1B in assets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PCB Bancorp / PCB Bank | President & CEO | Oct 2011 – Dec 2017 | Founding executive; navigated financial crisis; scaled the bank beyond $1B in assets |
| PCB Bancorp (Board) | Director (Independent) | 2011 – present | No current committee assignments; serves on both Company and Bank boards |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | The company discloses that none of its directors serve on other U.S. public company boards . |
Board Governance
- Committee assignments: Not currently listed on Audit, Compensation, or Nominating & Governance committees (no chair roles) .
- Independence: Board determined Ms. Cho is independent under Nasdaq and SEC rules (7 of 8 directors independent) .
- Attendance: Each director standing for re‑election attended at least 75% of Board and applicable committee meetings in 2024; all directors attended the 2023 annual meeting, and all but one attended the 2024 annual meeting .
- Board structure: Independent Chair (Sang Young Lee); Ms. Cho serves on both Company and Bank boards (subsidiary) .
- Hedging policy: Code of Ethics prohibits hedging and similar transactions in company securities .
Fixed Compensation
Director cash compensation and consulting arrangement (chronological columns: 2023 → 2024).
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned and Paid in Cash | $67,000 | $102,000 |
| Equity Awards | $0 | $0 |
| Consulting Fee | $60,000 (included within “All Other Compensation”) | $60,000 |
| Total | $151,000 | $162,000 |
| Notes on fee structure | Bank board monthly retainers: $6,000 (2023); $8,000 (2024). Additional retainers for certain roles/committees; amounts reflect service on both Company and Bank boards . |
Interpretation:
- Compensation mix is 100% cash (no equity grants to directors in 2023–2024). The repeated $60k consulting fee alongside independence designation warrants monitoring for perceived conflicts, even if it remains below Nasdaq’s $120k independence threshold and is separately disclosed .
Performance Compensation
No performance‑linked director compensation disclosed (no RSUs/PSUs/options granted to directors in 2023–2024).
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Equity Grant (RSUs/PSUs) | $0 | $0 |
| Option Awards | $0 | $0 |
| Performance Metrics tied to Director Pay | Not disclosed | Not disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current U.S. public company boards | None disclosed for Ms. Cho; the proxy states none of the Company’s directors serve on other U.S. public company boards . |
| Committee interlocks | Compensation Committee interlocks: none disclosed for directors; no interlocking relationships reported in 2024 or 2023 . |
Expertise & Qualifications
- 36+ years in Korean‑American community banking; founding executive at PCB; former CEO providing operational and market expertise .
- Education: B.A. (Duksung University), MBA (University of Phoenix), Graduate School of Banking at Colorado .
- Board brings bank operations insight; Independence affirmed by Board .
Equity Ownership
Ownership alignment (chronological columns: 2024 → 2025).
| Metric | 2024 | 2025 |
|---|---|---|
| Common Stock | 241,104 shares (includes 217,541 in trust; 23,563 in IRA) | 241,104 shares (includes 217,541 in trust; 23,563 in IRA) |
| Exercisable Options (within 60 days) | — | 7,920 |
| Total Beneficial Ownership | 241,104 | 249,024 |
| Ownership % of Outstanding | 1.69% | 1.73% |
| Pledged/Hedged | No pledging disclosed; hedging prohibited by Code |
Insider Trades
| Period | Form 4 Transactions | Section 16(a) Compliance Notes |
|---|---|---|
| 2023 | Not detailed in proxy | Company reported all required filings were met for 2023 except one director (Don Rhee) had two late Form 4s; no delinquencies noted for Ms. Cho . |
| 2024 | Not detailed in proxy | No specific delinquencies noted for Ms. Cho in 2024 proxy narrative . |
Governance Assessment
-
Strengths
- Experienced former CEO with deep institutional knowledge and market ties; enhances board oversight of banking operations and strategy .
- Independence affirmed; solid attendance expectations met (≥75%) by directors up for re‑election; Board majority independent with independent Chair .
- Meaningful ownership (≈1.73% in 2025) supports alignment; portions held in trust/IRA; no pledging disclosed; Code bans hedging .
-
Watch items / RED FLAGS
- Consulting fees to an “independent” director: Ms. Cho received $60,000 consulting fees in both 2023 and 2024 while designated independent. Although below the common $120,000 independence threshold and separately disclosed, recurring consulting arrangements with sitting independent directors can raise perceived independence questions; investors should monitor scope, duration, and oversight of such engagements .
- Committee engagement: No current committee assignments for Ms. Cho limits direct involvement in audit, compensation, or nominating oversight; investors may assess whether her operational expertise is being fully leveraged at the committee level .
- Related‑party transactions: Company reported no related‑party transactions exceeding SEC thresholds in 2024; nevertheless, the consulting arrangement is a related interaction, though under the disclosure threshold—continued transparency and Audit Committee oversight are important .
-
Overall implication
- Ms. Cho’s tenure and prior CEO experience add operational continuity and market insight. Ownership is aligned. The principal governance sensitivity is the recurring consulting fee paid to an independent director; while disclosed and seemingly within independence rules, it merits continued scrutiny for potential perceived conflicts and to ensure robust independent oversight by the Board .