Timothy Chang
About Timothy Chang
Executive Vice President and Chief Financial Officer of PCB Bancorp and PCB Bank since 2010; age 56; BA in Economics (UCLA); Certified Public Accountant (inactive). He oversees financial reporting, strategic planning, ALM, taxation, and regulatory filings . Company performance context: Total shareholder return (TSR) value of a $100 initial investment was $83.29 (2022), $108.08 (2023), and $113.73 (2024) while net income was $34.99M (2022), $30.71M (2023), and $25.81M (2024) . Under current leadership, total assets grew organically from $1.44B (2017) to $3.06B (2024) and shareholders’ equity from $142.2M to $363.8M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mirae Bank | Executive Vice President & Chief Financial Officer | Not disclosed | Led finance at a commercial bank; relevant for regulatory reporting and controls |
| Hanmi Bank | Senior Vice President & Chief Planning Officer | Not disclosed | Strategic planning experience in Korean-American community banking |
| Nara Bank | Senior Vice President, Chief Financial Officer & Treasurer | Not disclosed | Treasury and CFO responsibilities, strengthening ALM and liquidity expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No outside directorships or external board roles disclosed for Chang |
Fixed Compensation
| Component ($USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $297,692 | $307,269 |
| Target Bonus % | Not disclosed (bonuses discretionary for NEOs) | Not disclosed (bonuses discretionary for NEOs) |
| Actual Annual Bonus (Short-Term Cash Incentive) | $120,000 | $96,000 |
| Perquisites and Other (auto, 401k match, dividends on RSAs, cellphone) | $40,145 | $38,861 |
Performance Compensation
- Short-term incentives: Discretionary for non-CEO NEOs, based on pre-established financial and non-financial goals; no explicit weightings disclosed .
- Equity awards: RSAs granted December 18, 2024; grant-date fair value $81,160; vest equally over four years (time-based). No 2024 option grant to Chang .
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Company/individual goals (undisclosed) | Discretionary | Not disclosed | $96,000 | Cash (annual) |
| RSAs (12/18/2024; 4,000 sh) | Time-based retention | 100% time-based | Not applicable | $81,160 grant-date FV | Equal over four years |
| Stock Options | Performance/vesting terms per plan; none granted in 2024 to Chang | — | — | — | Existing legacy options (see vesting table) |
Clawback: PCB adopted a Nasdaq/SEC Rule 10D-1 compliant clawback policy effective Oct 2, 2023 covering executive compensation tied to financial reporting measures (e.g., EPS, TSR) in the event of a required accounting restatement; three-year recovery period; multiple recovery methods; no indemnification for covered executives .
Equity Ownership & Alignment
| Ownership Detail | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Common Shares Held | 28,537 | 40,725 | 43,725 | 55,525 |
| Options Exercisable (within 60 days) | 42,188 | 30,000 | 27,000 | 19,200 |
| Unvested RSAs | 3,200 | 1,000 | 1,000 | 4,000 |
| Total Beneficial Ownership | 70,725 | 70,725 | 70,725 | 74,725 |
| Ownership % of Shares Outstanding | <1% | <1% | <1% | <1% |
- Option economics (as of 12/31/2024): 19,200 options (10/28/2015 grant) exercisable at $10.33; intrinsic value $190,272 .
- RSAs dividends: $360 dividends on unvested RSAs in 2024 .
- Hedging/Pledging: Company Code prohibits unlawful securities trading and hedging; no personal share pledging disclosed for Chang .
Vesting Schedules and Insider Selling Pressure
| Award | Grant Date | Quantity | Exercise/Strike | Vesting Schedule | Expiration | Intrinsic Value |
|---|---|---|---|---|---|---|
| Stock Options | 10/28/2015 | 19,200 | $10.33 | Fully exercisable | 10/28/2025 | $190,272 (12/31/2024 @ $20.24) |
| RSAs | 12/18/2024 | 4,000 | — | Equal over four years (1,000/yr) | — | $80,960 (12/31/2024 @ $20.24) |
- Near-term pressure points: Option expiration on 10/28/2025 may prompt exercise/sale activity; annual RSA vesting each Dec 18 from 2025–2028 can create incremental liquidity events .
Employment Terms
| Term | Detail |
|---|---|
| Employment Start | CFO since 2010 |
| Contract | No employment agreement disclosed for CFO; only CEO has one |
| Severance | Not disclosed for CFO |
| Change-of-Control | Equity plan provides that upon certain change-in-control events, outstanding options may become exercisable and RSAs’ restrictions may lapse unless the Compensation Committee decides otherwise |
| Clawback | Compensation Clawback Policy applies; three-year recovery, no indemnification |
Compensation Structure Analysis
- Mix shift: 2024 added time-based RSAs ($81,160) alongside lower cash bonus ($96,000) versus 2023 ($120,000, no RSAs), modest base salary increase; indicates retention-oriented equity with discretionary cash tied to annual goals .
- At-risk alignment: Clawback policy links recovery to financial-reporting metrics (including share price/TSR), strengthening pay-for-performance alignment .
- Change-in-control acceleration: Plan-level acceleration of equity (unless otherwise determined) can create event-driven realizations; a potential red flag for windfall risk if not tightly governed .
- Perquisites: Auto allowance and 401(k) match are moderate; dividends paid on unvested RSAs ($360 in 2024) add small guaranteed value .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($USD) | $34,987,000 | $30,705,000 | $25,810,000 |
| TSR – $100 Initial Investment (Value) | $83.29 | $108.08 | $113.73 |
- Strategic outcomes: Company assets and equity expanded significantly during current leadership period (assets $1.44B→$3.06B; equity $142.2M→$363.8M), with multi-state footprint expansion and robust SBA platform; Chang’s finance oversight supports ALM, liquidity and regulatory compliance .
- Business drivers: Gains on sale of SBA loans were $3.8M in 2024 (33.8% of noninterest income), highlighting recurring noninterest income levers; CRE concentration managed within regulatory guidance (CRE at 297% of risk-based capital) .
Board Governance (for context)
- Chang is an executive officer, not a director; seven of eight directors are independent; Board committees (Audit, Compensation, Nominating & Governance) are fully independent .
- Insider trading policy filed as 10-K exhibit; Code prohibits hedging and mandates ethical conduct .
Compensation Peer Group and Say-on-Pay
- Peer group and target percentile for compensation: not disclosed in proxy .
- Say-on-pay voting outcomes: not disclosed; proposal presented annually .
Related Party Transactions and Red Flags
- 2024: No related party transactions exceeding the lesser of $120,000 or 1% of assets; loans to insiders on standard terms; no executive loans outstanding .
- Repricing/underwater options: none disclosed; equity plans prohibit price reductions except in limited circumstances .
- Tax gross-ups: none disclosed for golden parachutes; perquisites include club dues for CEO only .
- Legal/regulatory proceedings: none specific to Chang; enterprise risk factors disclosed comprehensively in 10-K –.
Investment Implications
- Near-term supply risk: 19,200 options expiring Oct 28, 2025 may be exercised, creating potential selling pressure; monitor Form 4s into Q4’25 .
- Steady vesting cadence: RSAs (1,000 shares/year through 2028) add predictable equity-based income; small scale suggests limited market impact .
- Alignment and governance: Discretionary bonus framework for CFO, robust clawback policy, and change-of-control equity treatment indicate reasonable alignment, but time-based RSAs (vs PSUs) lower performance risk for the executive; consider advocating for PSU adoption with TSR/ROE targets – .
- Ownership: Beneficial stake is <1%; increased common share holdings from 2023→2025 (40,725→55,525) and reduced outstanding exercisable options indicate net long positioning rather than net selling; low pledging risk given no disclosure and hedging prohibitions .
- Macro and portfolio context: CRE concentration management, SBA income streams, and deposit mix (brokered deposits $442.3M) are key 10-K watch items affecting incentive realizations and bonus pools; track net income trajectory and capital ratios for compensation sustainability .