Janice Chung
About Janice Chung
Janice Chung (age 68) is an independent director of PCB Bancorp and PCB Bank since November 2021. She is a CPA by background and currently serves as CEO of BIC Technologies Group; prior roles include CEO of cyberPulse Network Group and partner at Coopers & Lybrand’s International Tax Division (PwC) in New York. She holds a B.S. in Business Administration from the University of Southern California. The Board has affirmatively determined that she is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coopers & Lybrand LLP (now PwC), International Tax Division (NY) | Partner (CPA) | 1996–1998 | International tax expertise; accounting and financial literacy contribution to board |
| cyberPulse Network Group | Chief Executive Officer | 1999–2002 | Innovation-focused consulting; startup incubation, capital raising, strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BIC Technologies Group | Chief Executive Officer | 2016–present | Technology/engineering services for rare metals processing (TiO2; solar/semiconductor base materials), primarily Korea and China |
| Public company boards | — | — | None; company states no director serves on other public company boards |
Board Governance
- Committees: Audit Committee member (2024–2025); Compensation Committee member (added in 2025). Audit Committee met 9 times in 2024; Compensation Committee met 2 times in 2024.
- Independence: Determined independent; 7 of 8 directors are independent (Chung included) in 2024 and 2025.
- Attendance: Directors standing for re-election attended at least 75% of Board/committee meetings in 2024; at least 83% in 2023. All but one director attended the 2024 annual meeting; all attended in 2023.
- Subsidiary service: All current directors except Don Rhee also serve on PCB Bank’s board (Chung included).
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned and Paid in Cash (USD) | $67,000 | $102,000 |
| Equity Awards (USD) | $0 | $0 |
| Other/Consulting (USD) | $24,000 (health insurance benefits) | $0 |
| Total (USD) | $91,000 | $102,000 |
| Director Fee Structure (Bank/Company) | 2023 | 2024 |
|---|---|---|
| Bank director monthly retainer | $6,000 | $8,000 |
| Bank Chairman monthly retainer | $7,500 | $9,500 |
| Director’s Loan Committee member monthly retainer | $500 | $500 |
| Bank Risk & Compliance Committee Chair monthly retainer | $1,000 | $1,000 |
| Company-only director monthly retainer | $5,000 | $7,000 |
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Performance-based director compensation metrics disclosed | None | None |
| Equity grants to non-employee directors (year) | None | None |
PCB’s equity plans allow awards to employees and directors, but non-employee directors received no equity grants in 2023–2024; plan mechanics are described generically in the proxy.
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None (for all directors, including Chung) |
| Prior public company boards | Not disclosed |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- CPA; deep accounting and tax background (PwC/Coopers & Lybrand).
- Executive leadership across technology/engineering and innovation consulting; cross-border exposure (Korea/China).
- Contributes management, executive, and accounting experience; financial literacy applicable to Audit Committee work.
Equity Ownership
| Metric | 2023 | 2025 |
|---|---|---|
| Common stock owned (shares) | 9,700 | 10,025 |
| Exercisable options within 60 days (shares) | 0 | 6,930 |
| Amount and nature of beneficial ownership (shares) | 9,700 | 16,955 |
| Percent of class | <1% | <1% |
- Notes: Includes shares held via IRA (1,000 in 2023; 1,284 in 2025). No pledging disclosed; Code of Ethics prohibits hedging and similar transactions.
Governance Assessment
- Board effectiveness: Chung strengthens oversight as an Audit Committee member (with 9 meetings in 2024) and added Compensation Committee member in 2025, aligning with independence and financial literacy requirements.
- Independence and engagement: Affirmed independent status; attendance thresholds met by directors standing for re-election in 2024 and 2023; she serves on both parent and bank boards.
- Alignment signals: Director pay is primarily cash with no equity grants to non-employee directors in 2023–2024; beneficial ownership is modest (<1%), which may indicate lower direct equity alignment versus firms that grant annual director equity.
- Conflicts/related-party exposure: Company reports no related-party transactions above thresholds in 2024; routine banking transactions are at market terms; no loans outstanding as of 12/31/2024; Section 16 filings were timely except for another director (not Chung) in 2023.
- Board leadership: Independent Chairman separate from CEO, with committee chairs providing additional leadership—generally supportive of governance quality.
RED FLAGS: None disclosed specific to Chung—no related-party transactions, no pledging, and independence affirmed; the absence of director equity grants reduces ownership alignment but is consistent with disclosed fee-based structure.