Sang Young Lee

About Sang Young Lee

Sang Young Lee, age 74, is a founding director of PCB Bancorp and PCB Bank and currently serves as independent Chairman of both Boards. He has served since 2007 and previously held the Chairman role from 2009 to 2012, bringing long-tenured governance continuity. Lee earned a BA in law from Hanyang University and an MBA in International Trade from Korea University, and is President & CEO of Lee’s Gold & Diamond Import, Inc. since 1988, providing trade-industry expertise to the Board . The Board has affirmatively determined he is independent under Nasdaq and SEC rules, and the Chairman role is purposefully separated from the CEO for governance effectiveness .

Past Roles

External Roles

Board Governance

• Independence: Lee is one of seven independent directors; the Board separates Chairman and CEO roles, with the Chairman required to be independent, strengthening oversight .
• Committees: Lee chairs the Nominating & Governance Committee; he is a member of the Audit Committee and Compensation Committee. Audit held nine meetings in 2024; Compensation held two; Nominating & Governance held one .
• Attendance: The Board held four regular and two special meetings in 2024; each director standing for re-election attended at least 75% of Board and committee meetings, and all but one attended the 2024 annual shareholders’ meeting .
• Governance credentials: Committee charters and Corporate Governance Guidelines are published; audit committee includes an SEC-defined financial expert (not Lee), and the Board emphasizes risk oversight through its committees .

Fixed Compensation

• Structure details: Non-employee Bank directors receive a monthly retainer of $8,000; the Bank Chairman receives $9,500 monthly; additional retainers apply for certain Bank committees (e.g., loan committee $500, Risk & Compliance chair $1,000). Don Rhee, who serves only on the Company Board, receives $7,000 monthly; Lee’s 2024 fees reflect service as Chairman of both Company and Bank Boards .

Performance Compensation

PCB’s director pay is predominantly fixed cash retainers with no disclosed at-risk equity for 2024, increasing reliance on personal share ownership for alignment .

Other Directorships & Interlocks

Expertise & Qualifications

• Founding director and multi-year Chairman experience; contributes board leadership and continuity .
• Trade-industry acumen via long-standing CEO role in wholesale jewelry distribution; beneficial for commercial customer insight .
• Education: BA (Law), MBA (International Trade), adding legal and international trade perspective .
• No material legal/bankruptcy issues reported in last ten years; no family relationships with executives or directors .

Equity Ownership

All directors and executives combined own 25.86% of shares; BlackRock is a 5.69% holder. Lee’s concentrated ownership creates strong alignment but also control influence considerations .

Governance Assessment

• Positives:

  • Independent Chairman structure; separation from CEO improves board oversight and mitigates management entrenchment risk .
  • Strong committee engagement: Lee chairs Nominating & Governance and serves on Audit and Compensation, with documented charters and robust meeting cadence, particularly in Audit .
  • Attendance thresholds met at Board/committee level; signals engagement and reliability .
  • No related-party transactions exceeding the SEC threshold in 2024; Code prohibits hedging; ordinary-course loans did not present unfavorable features, and none outstanding to executives at year-end .

• Alignment:

  • Director pay is cash-based; alignment for Lee is primarily via substantial beneficial ownership (13.77%), which ties personal outcomes to shareholder value .

• Potential Risks / RED FLAGS to monitor:

  • Ownership concentration: Lee’s 13.77% stake implies significant influence; while independent, this concentration can affect board dynamics and minority shareholder considerations if not balanced by robust independent oversight .
  • Related party exposure via business holdings: Shares held through Lee’s Gold & Diamond Import, Inc. and family trust are disclosed; no 2024 related-party transactions, but continued monitoring remains prudent given industry ties .
  • Limited director equity grants: Absence of annual director equity may reduce direct pay-for-performance mechanisms at Board level; alignment relies on pre-existing ownership rather than ongoing at-risk compensation .

• Overall: Lee presents as an engaged, independent Chair with deep tenure and industry perspective, strong ownership alignment, and low observed conflict exposure based on 2024 disclosures. Continued scrutiny should focus on ownership concentration effects and maintenance of robust committee independence and processes .

Appendix: Committee Assignments Snapshot