Kijun Ahn
About Kijun Ahn
Kijun Ahn, Ph.D., age 69, is an independent director of PCB Bancorp and a founding member of the Boards of the Company and PCB Bank; he has served since 2007 except for a gap in 2014, and chairs the Compensation Committee while serving on the Nominating & Governance Committee . Dr. Ahn holds a B.S. from Seoul National University and a Ph.D. in Civil Engineering from Washington University in St. Louis; he previously served as a project manager at Moffatt & Nichol, bringing 30+ years of civil engineering and construction experience that informs customer and industry insights for the Bank . The Board has affirmatively determined he meets Nasdaq and SEC independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moffatt & Nichol | Project Manager | 30+ years in construction and development | Managed major public infrastructure projects in CA and HI; provides Board insights on customer and industry issues |
| PCB Bancorp / PCB Bank | Founding Director | Director since 2007; except 2014 | Founding member; civil engineering expertise contributes to Board diversity of skills |
External Roles
- Public company directorships: None; the proxy states no director serves on other public company boards registered under the Exchange Act or Investment Company Act .
- Compensation committee interlocks: None disclosed for 2024; no executive served on boards/comp committees of other entities with reciprocal interlocks .
Board Governance
| Governance Item | Detail |
|---|---|
| Committee Memberships | Compensation Committee (Chair); Nominating & Governance Committee (Member) |
| Independence | Independent director per Nasdaq and SEC rules |
| Board/Committee Meeting Attendance | Each director standing for re-election attended at least 75% of aggregate Board and committee meetings in 2024 . (Annual shareholder meeting: all but one director attended; individual attendance not itemized) |
| 2024 Committee Meeting Counts | Compensation Committee: 2 meetings ; Nominating & Governance Committee: 1 meeting ; Audit Committee: 9 meetings |
| Board Structure | Independent Chairman separate from CEO; CEO is a director; committee chairs provide additional leadership |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned and Paid in Cash | $102,000 |
| Equity Awards | $0 |
| Consulting Fee | $0 |
Director fee framework (context):
- Bank non‑employee directors monthly retainer: $8,000; Bank Chairman: $9,500; Loan Committee member: +$500/month; Bank Risk & Compliance Chair: +$1,000/month; Company‑only director retainer: $7,000/month .
Performance Compensation
| Element | Disclosure |
|---|---|
| Equity Grants to Directors (2024) | None for Dr. Ahn (Equity Awards: $0) |
| Director Performance Metrics | Not disclosed for directors in the proxy; executive bonus metrics discussed separately and do not apply to directors |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None |
| Prior public company boards | Not disclosed |
| Committee interlocks (Item 402/404) | None in 2024; no interlocking relationships requiring disclosure |
Expertise & Qualifications
- Civil engineering and construction expertise; extensive project management on public infrastructure in CA and HI .
- Academic credentials: B.S. Seoul National University; Ph.D. Civil Engineering, Washington University in St. Louis .
- Founding director of Company and Bank; deep customer/industry insight relevant to PCB’s markets .
Equity Ownership
| Metric (as of March 31, 2025) | Amount |
|---|---|
| Common stock owned | 141,666 shares (includes 16,129 held by his children) |
| Exercisable options within 60 days | 9,900 |
| Total beneficial ownership | 151,566 |
| Percent of shares outstanding | 1.05% |
| Shares pledged as collateral | Not disclosed (no pledging indicated) |
| Company shares outstanding (context) | 14,387,176 (Record Date for meeting) |
Governance Assessment
- Independence and leadership: Independent director; chairs Compensation and serves on Nominating & Governance—both fully independent committees per Nasdaq/SEC standards .
- Attendance and engagement: Directors standing for re‑election met ≥75% attendance across Board/committee meetings; Compensation met 2 times and Nominating & Governance met 1 time in 2024, indicating a focused but relatively light committee schedule .
- Ownership alignment: Beneficial ownership of 1.05% with 9,900 options exercisable within 60 days supports “skin‑in‑the‑game” alignment versus cash‑only director pay in 2024 .
- Compensation mix: Director compensation paid in cash; no director equity grant for Dr. Ahn in 2024, which may modestly reduce long‑term alignment compared to equity retainer models at peers, though PCB’s equity plan permits director awards .
- Conflicts/related‑party exposure: No related‑party transactions >$120,000 in 2024; banking transactions with directors conducted at market terms; no outstanding executive officer loans; Audit Committee reviews and approves any related‑party transactions .
- Conduct risk controls: Code of Ethics prohibits hedging and unlawful trading; insider trading policy in place .
- External interlocks: None; reduces information leakage/conflict risk .
RED FLAGS
- None material disclosed: No related‑party transactions >$120k, no committee interlocks, no pledging/hedging by directors allowed .
- Monitoring considerations: Cash‑only director compensation for 2024 and relatively low Compensation Committee meeting frequency warrant continued observation for alignment and oversight rigor over time .