David R. Morris

About David R. Morris

David R. Morris (age 64) is a director and currently serves as CEO of RBB Bancorp; he has been on the Company’s board since 2022 and has held executive roles at RBB/ Royal Business Bank since 2010, including CFO (2011–2023) and multiple CEO tenures across 2022–2024 . He holds a B.S. from University of Maryland and an M.B.A. from USC and has over 35 years of banking experience across CFO/COO roles and CEO roles at community banks . He entered into a retirement agreement to voluntarily terminate employment following the May 21, 2025 annual meeting, with specified separation benefits while continuing as a director, including continued vesting of equity while on the Board and immediate vesting if board service ceases .

Past Roles

External Roles

Board Governance

• Independence status: Not independent. The Board affirmatively determined that Mr. Morris (Company CEO) and Mr. Lee (Bank CEO) are not independent; the other nine current directors are independent under Nasdaq/SEC rules .
• Committee memberships (no chair roles): Directors Loan; Community Reinvestment Act; Information Technology; Asset/Liability; Enterprise Risk .
• Board/committee meeting cadence and attendance: Board met 12 times in 2024; committees met as shown below. All directors attended at least 75% of Board and respective committee meetings in 2024, and all directors attended the 2024 annual meeting .

• Board leadership: Independent Chair of the Board (Christina Kao) since May 2024; executive sessions of independent directors held at least twice a year .

Fixed Compensation

• Director fees: Non-employee directors receive cash meeting fees and Annual Service Period Retainers in cash/equity; these fees apply to non-employee directors only (implies employee directors, like Mr. Morris, do not receive these director fees) .
• Executive compensation – 2024 fixed components:

Performance Compensation

• Annual Incentive Plan (AIP) – 2024:
  • Target bonus: 60% of base salary ($404,400) .
  • Scorecard payout earned: 30% of target (equals 18% of base salary; $121,320), plus discretionary supplemental 10% of salary ($67,400), total cash incentive $188,720 (28% of base) .
  • Performance measures and 2024 results:

• 2024 Equity Awards (long-term incentives):
  • Mix: 50% time-based RSUs; 50% PRSUs (TSR, ROAA, ROATCE), 3-year performance period to 12/31/2026 .
  • Grants:

• PRSU performance framework (3-year measurement ending 12/31/2026):

Other Directorships & Interlocks

• Public company boards: None for Morris; except for Geraldine Pannu (Processa Pharmaceuticals); otherwise no directors/officers serve on other public company boards .
• Compensation committee interlocks: CNG members in 2024 were Polakoff, Franko, Kao, Joyce Wong Lee, and Pannu; no interlocks disclosed .

Expertise & Qualifications

• Extensive CFO/COO/CEO experience in community banking; led major control enhancements and consent order remediation; and executed governance/management transitions in 2024 .
• Education: B.S., University of Maryland; M.B.A., University of Southern California .
• Community engagement: Economic Development Commission (Oceanside) and non-profit boards .

Equity Ownership

• Beneficial ownership: 43,048 shares directly; less than 1% of outstanding .
• Outstanding unvested equity at 12/31/2024:

• Ownership guidelines: For NEOs, CEO expected to hold Qualifying Shares equal to 2x salary (assuming $18/share), with compliance due by March 31, 2028 (only Mr. Yeh met requirement as of proxy date); for non-employee directors, guideline moved to 10,000 shares starting May 2025 (5-year compliance window) .
• Hedging/pledging: Prohibited for directors and executives under Insider Trading Policy .

Fixed compensation and equity summary (NEO totals; 2024)

Employment & Contracts (Retention risk, severance terms)

• Employment agreement (amended in 2024): 3-year term with auto-renewals; pre-CIC termination without cause: 12 months salary continuation; post-CIC termination without cause or material adverse alteration: 18 months salary, 18 months medical/dental continuation, 100% of annual target bonus for year of termination, continued exercisability of vested options; amendments clarify CIC severance terminates the agreement/employment and add 100% target bonus upon CIC termination .
• Retirement Agreement (Feb 26, 2025): retirement and voluntary termination following the 2025 Annual Meeting; separation payment equal to base salary through May 31, 2025; reimbursement of Medicare costs through Dec 31, 2025 or until employed; continued vesting of all unvested equity while serving on Boards or immediate vesting should board membership cease; if CIC occurs in 2025, additional payment equal to most recent annual salary and immediate vesting of all equity awards .

Related Party Transactions (conflicts review)

• Policy oversight: Audit Committee pre-approves/ratifies related party transactions; quarterly reporting; arm’s-length terms required; termination if not properly approved .
• Ordinary banking relationships: Deposits/other services for insiders at market terms; as of 12/31/2024, officers/directors and families were not indebted; deposits from the group totaled $32.5 million; no related party loans outstanding; no transactions >$120,000 since 2017 beyond compensation .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay: ~96% approval; CNG committee implemented governance enhancements, clawback policy, share ownership policy, and shifted toward performance-based long-term incentives (50% PRSUs) based on engagement feedback .

Governance Assessment

• Independence and committee work: Morris is a non-independent director due to his CEO role; he serves across credit (DLC), CRA, technology, ALCO, and enterprise risk oversight—broad exposure that enhances operational oversight but raises alignment considerations given executive status .

• Pay-for-performance alignment: 2024 AIP scorecard produced low financial metric achievement with maximum recognition for leadership; Board added supplemental payments (10% of salary) to acknowledge operational achievements—this introduces discretion risk and should be monitored for precedent effects on incentive rigor .

• Long-term equity: Introduction of PRSUs with relative TSR and absolute ROAA/ROATCE targets is a positive shift toward performance-contingent equity; three-year measurement and balanced weighting support shareholder alignment .

• Ownership alignment: Personal beneficial ownership (43,048 shares) and strict anti-hedging/anti-pledging policy support alignment; CEO ownership guideline compliance not yet met (deadline March 31, 2028), which warrants progress tracking .

• Contracts and separation: Retirement/ separation structure includes continued vesting while on the Board and immediate vesting if board service ceases, plus CIC contingencies; these terms can be shareholder-sensitive and should be evaluated against market practice and potential change-in-control scenarios in 2025 .

• RED FLAGS

  • Not independent; dual role as CEO and director (potential conflicts in oversight) .
  • Discretionary supplemental AIP payments despite underperformance on key financial measures (precedent risk) .
  • Retirement agreement provides immediate vesting upon cessation of board service and CIC-year payment triggers—monitor for alignment during potential strategic actions .

• Mitigants

  • Independent Chair; executive sessions at least twice annually .
  • Strong governance policies: clawbacks (mandatory and banking-practice), anti-hedging/pledging, independent compensation consultant (Pearl Meyer), and updated governance guidelines .
  • No related-party loans or material related-party transactions; insider deposits at market terms .