Christina Kao
About Christina Kao
Independent Chair of the Board at RBB Bancorp (since May 2024); director since 2019. Age 39. Background spans small-business leadership in Las Vegas (since 2017), and prior roles in purchasing, marketing, and new business development at Solvay, Dow Chemical, and DuPont; previously a consultant and CFO for a non-profit engineering consulting firm, and advisor to biotech and food startups. Education: B.S. Chemical Engineering (Virginia Commonwealth University) and M.B.A. (Harvard Business School). Trained in cuisine at Le Cordon Bleu, Paris. Christina is the daughter of director Dr. James W. Kao.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Local business (Las Vegas) | Owner/operator | 2017–present | Small-business leadership and operations |
| Solvay; Dow Chemical; DuPont | Purchasing, marketing, new business development | 2009–2017 | Go-to-market across B2B/B2C, lifecycle marketing, SEO |
| Non-profit engineering consulting firm | Consultant and CFO | Prior to 2009 | Financial leadership for non-profit |
| Biotech diagnostics startup; food startup | Consultant | Prior to 2009 | Early-stage commercialization/marketing advisory |
External Roles
| Entity | Role | Type | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed for Christina; only director with another public board is Geraldine Pannu (PCSA) |
Board Governance
- Independence: Board has nine independent directors; Christina qualifies as independent and serves as independent Chair. She also presides over executive sessions of independent directors. Executive sessions held at least twice a year.
- Family relationship: Father–daughter relationship on the board (Christina and Dr. James W. Kao).
- Meetings/attendance: Board held 12 meetings in 2024; all directors attended at least 75% of board/committee meetings and attended the 2024 annual meeting.
| Committee | Role (Christina) | 2024 Meetings |
|---|---|---|
| Board of Directors | Chair | 12 |
| Audit | Member | 20 |
| Compensation, Nominating & Governance (CNG) | Member | 14 |
| Information Technology | Member | 8 |
| Enterprise Risk | Member | 3 |
Audit committee financial expert designations are held by Scott Polakoff and Frank Wong (Christina is an Audit member but not designated as the “financial expert”).
Fixed Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| 2024 Director Compensation (Christina) | Fees earned/paid in cash | $119,200 |
| 2024 Director Compensation (Christina) | Stock awards (RSUs, grant-date fair value) | $29,904 |
| 2024 Director Compensation (Christina) | All other compensation (BOLI benefits, dividends on vested equity) | $1,206 |
| 2024 Director Compensation (Christina) | Total | $150,310 |
| Meeting Fees | Board: $1,500 per meeting (Chair $2,500); telephonic reduction to $750 (Chair $1,250) | Per meeting |
| Committee Meeting Fees | $300 per meeting; committee chairs +$200 per meeting | Per meeting; limited to one fee per committee per month |
| Annual Service Period Retainer (Non-employee directors) | Cash | $60,000; directors could elect RSUs in lieu of cash (immediately vested) |
| Annual Service Period Retainer (Non-employee directors) | Equity | 1,400 time-based RSUs (50% vests on grant, 50% after one year) |
| Additional Equity for Chair roles | Board Chair +200 RSUs; Committee Chairs +200 RSUs (CRA Chair +100; Corporate Secretary +100); immediate vesting | Granted at period end |
Performance Compensation
| Equity Award | Shares/Value | Vesting/Performance |
|---|---|---|
| Annual director equity grant | 1,400 RSUs | 50% immediate; 50% after one year |
| Chair of the Board equity | +200 RSUs | Immediate vest |
| 2024 Equity Award Election (Christina) | 4,547 fully vested RSUs taken in lieu of $85,000 cash | Aligns with share ownership policy |
| Unvested RSUs at 12/31/2024 (non-employee directors) | 700 RSUs each | As-of-year-end unvested balance |
Note: Director equity is time-based (no performance-conditioned director awards disclosed).
Other Directorships & Interlocks
| Entity | Role | Interlock/Conflict Consideration |
|---|---|---|
| RBB Bancorp | Dr. James W. Kao (father) – Director; Enterprise Risk Committee Chair | Family relationship; combined Kao family influence noted below |
| Public company boards (Christina) | — | None disclosed (limits interlocks) |
Expertise & Qualifications
- Small-business leadership; lifecycle marketing, B2B/B2C commercialization; SEO. Chemical engineering background.
- Independent Chair with committee exposure to Audit, CNG, IT, Enterprise Risk.
- Not designated as audit committee financial expert (committee’s experts are Polakoff and F. Wong).
- Presides over independent executive sessions; supports oversight of management.
Equity Ownership
| Holding type | Shares | Voting/Notes |
|---|---|---|
| Direct ownership (Christina) | 26,000 | Direct shares |
| Joint account with Dr. James W. Kao | 191,910 | Christina holds sole voting and dispositive power over these shares |
| RSUs vesting within 60 days | 700 | Short-term vesting awards |
| Total beneficial ownership (Christina) | 218,610 | 1.23% of outstanding shares |
| Kao family beneficial ownership (aggregate) | 1,373,410 | 7.74% of outstanding shares (excludes certain other family holdings) |
| Anti-hedging/pledging | Prohibited for directors and executives | Policy forbids hedging/pledging |
| Director stock ownership guideline | 10,000 shares starting May 2025 (previously 3× annualized monthly cash retainer) | Christina has met the guideline |
Related Party & Conflicts Check
- Policy: Related party transactions overseen by Audit Committee; pre-approval/ratification required; arm’s-length terms.
- Ordinary banking relationships allowed on market terms; as of 12/31/2024, insiders had $32.5M in deposits; no related party loans outstanding; directors/affiliates owned $6.0M of subordinated debentures.
- No related party transactions >$120,000 since 1/1/2017 other than ordinary banking relationships.
- Family relationship (father–daughter) on the board disclosed; independence affirmations made under Nasdaq/SEC rules.
Attendance, Compliance, Shareholder Signals
- Attendance: All directors (including Christina) attended ≥75% of meetings in 2024 and the 2024 annual meeting.
- Section 16 compliance: All insiders timely filed in 2024 except one late Form 4 by the Chief Accounting Officer (not a director).
- Say-on-Pay approval: 96% in 2024, indicating strong shareholder support of compensation governance.
- Clawbacks & governance: Board adopted mandatory SEC/Nasdaq clawback and a separate discretionary clawback; reinforced governance documents (Code of Ethics, Insider Trading Policy, charters).
Governance Assessment
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Strengths
- Independent Chair with multi-committee exposure (Audit, CNG, IT, Enterprise Risk) enhances oversight; presides over independent executive sessions.
- High ownership alignment: 1.23% personal beneficial stake; elected to receive $85,000 of fees in RSUs (4,547 shares). Ownership guidelines met; anti-hedging/pledging policy in place.
- Robust related-party controls; no related-party loans or material transactions disclosed; strong attendance; broad shareholder support on Say-on-Pay.
-
Watch items / RED FLAGS
- Family concentration: Father–daughter board presence and family block of 7.74% can raise perceived independence/entrenchment concerns despite formal independence determinations. Monitor voting dynamics and committee decisions where the Kao family has influence.
- Audit expertise: Christina serves on Audit but is not designated as an “audit committee financial expert”; ensure sufficient financial expertise coverage and continued audit rigor.
Overall: Christina’s role as independent Chair and equity alignment are positives for investor confidence. The family presence and sizable block should be monitored for potential influence, though policies and independent majorities are in place to mitigate conflicts.