Dr. James W. Kao
About Dr. James W. Kao
Independent director of RBB Bancorp since 2015 (age 79). Former Chair of the Board (May 2021–May 2024). Career includes a long tenure in R&D at Philip Morris USA; since early retirement in 1998 he has been an active investor and served as board chair/member for various non-profit organizations. Education: B.A. National Taiwan University; M.B.A. Virginia Commonwealth University; Ph.D. Miami University . The Board has determined he is independent under Nasdaq and SEC rules; he is the father of current Board Chair Christina Kao .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RBB Bancorp | Chair of the Board | May 2021 – May 2024 | Led Board through governance enhancements and leadership transitions cited in company disclosures |
| RBB Bancorp | Director | 2015 – present | Chairs Enterprise Risk Committee; member of Directors Loan, Community Reinvestment Act, Asset/Liability Committees |
| Philip Morris USA | R&D (career role) | Prior to 1998 (retired early) | Brings technical and process rigor from large-scale R&D environment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various non-profits | Board Chairman/Board Member | Not disclosed | Described generally; specific entities not named in proxy |
Board Governance
- Independence: Independent director; Board affirms nine independents excluding CEO (Morris) and President/Bank CEO (Johnny Lee) .
- Committee assignments (2024 structure and meeting cadence):
- Enterprise Risk Committee (Chair) – 3 meetings in 2024
- Directors Loan Committee (Member) – 23 meetings in 2024
- Community Reinvestment Act Committee (Member) – 4 meetings in 2024
- Asset/Liability Committee (Member) – 11 meetings in 2024
- Attendance: All directors attended at least 75% of Board and respective committee meetings in 2024, and all directors attended the 2024 annual meeting .
- Board leadership and executive sessions: Independent Chair (Christina Kao) since post-2024 annual meeting; independent directors hold executive sessions at least twice a year .
- Family relationship: Father of current Chair Christina Kao (optics consideration for independence perception, though both are classified independent) .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $115,800 | Includes meeting fees and pro‑rated Annual Service Period Retainer tied to Jan 2023–May 2024 transition . Footnote indicates directors received up to $85,000 pro‑rated retainer for Jan 2023–May 2024 . |
| Annual Meeting/Committee Fee Structure | Board: $1,500/mtg; Chair: $2,500/mtg; Committees: $300/mtg (+$200 for committee chairs); reduced rates if telephonic for mandatory in‑person meetings | Limits: one meeting fee per committee per month . |
| Annual Service Period Retainer | $60,000 cash + 1,400 RSUs (50% immediate vest, 50% after 1 year) | Committee Chair adders: 200 RSUs for most committees; CRA Chair and Corporate Secretary: 100 RSUs; RSU adders vest immediately . |
Performance Compensation (Director)
| Equity Awards (2024) | Value | Structure / Vesting |
|---|---|---|
| Stock Awards (RSUs) | $29,904 | RSUs granted to non‑employee directors; in 2024, directors each held 700 unvested RSUs at year‑end; vesting terms per plan and retainer schedule . As Enterprise Risk Chair, eligible for an additional 200 RSUs per retainer policy (immediate vest) . |
| Equity in lieu of cash (Election) | 4,547 shares received in lieu of $85,000 cash | Dr. Kao elected to receive part of cash fees as fully vested RSUs (Director’s Equity Award Election) . |
No performance-based (metric-tied) director equity awards are disclosed for non-employee directors; awards are time-based RSUs under the director compensation program .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Notes |
|---|---|---|---|
| None disclosed (public companies) | Public | — | Proxy states no other directors or executive officers (other than Pannu at PCSA) serve as directors of SEC-reporting companies; no public directorship disclosed for Dr. Kao . |
| Various non-profits | Non-profit | Board roles | Not named; general disclosure only . |
| Internal family interlock | RBB | Father-daughter (with Chair Christina Kao) | Disclosed family relationship . |
Expertise & Qualifications
- Technical/operational: Long career in R&D at Philip Morris USA, implying process rigor and large‑scale operational insight .
- Investing: Successful investor post‑retirement; brings capital allocation perspective .
- Governance: Former Chair of the Board (2021–2024); current Chair of Enterprise Risk Committee .
- Education: B.A. (National Taiwan University), M.B.A. (VCU), Ph.D. (Miami University) .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Common Stock Owned Directly | 558,820 | Per beneficial ownership table . |
| Equity Awards Exercisable or Vesting within 60 days | 700 | RSUs vesting May 15, 2025 . |
| Total Beneficial Ownership | 559,520 | Includes jointly held shares where Dr. Kao has sole voting/dispositive power; excludes joint account with Christina where she has sole control . |
| Percent of Class | 3.15% | Based on 17,738,627 shares outstanding . |
| Unvested RSUs held at 12/31/2024 | 700 | Vest May 15, 2025 . |
| Family holdings context | 1,373,410 shares (7.74%) | “Kao family” beneficial ownership figure disclosed; excludes other family members’ additional holdings listed in footnote . |
| Anti‑hedging/pledging | Prohibited | Insider Trading Policy bans hedging and pledging by directors and executives . |
| Ownership guidelines | Met | Directors must hold 10,000 shares starting May 2025; as of proxy date, Dr. Kao meets requirement . |
Related-Party Exposure and Conflicts
- Family relationship: Only family relationship among directors/executives is between Dr. Kao and Ms. Christina Kao (Chair) .
- Related-party transactions: Audit Committee oversees policy; no related‑party transactions exceeding $120,000 since 2017 (other than ordinary banking relationships) .
- Ordinary banking relationships: As of Dec 31, 2024, officers/directors and immediate families had $32.5 million in deposits; no indebtedness or related‑party loans outstanding; several directors/affiliates owned $6.0 million of RBB subordinated debentures (names not specified) .
- Independence determination: Board classifies Dr. Kao as independent despite family connection, under Nasdaq/SEC rules .
Governance Assessment
- Strengths:
- Significant equity ownership (3.15% of shares; meets ownership guidelines), plus election to receive cash as stock in 2024—material alignment with shareholders .
- Robust committee workload and leadership as Enterprise Risk Chair; full Board/committee attendance at least 75% in 2024; all directors attended annual meeting .
- No related-party transactions above thresholds; no insider indebtedness; anti‑hedging/pledging in place .
- Watch items / RED FLAGS (optics):
- Father–daughter on the Board (with daughter as Chair). While both are deemed independent, this can raise perception risks around independence and concentration of influence, particularly given disclosed family shareholdings .
- Aggregate subordinated debenture ownership by several directors/affiliates ($6.0 million) is disclosed without individual attribution; continued monitoring of any financing or capital transactions advised .
- Contextual signals: Company recorded 96% say‑on‑pay support in 2024 and enhanced governance policies (clawback, ownership policy, revised charters), indicating responsiveness to shareholders; as former Chair and current Risk Chair, Dr. Kao was part of the governance evolution and risk oversight during a period when a regulatory consent order was cleared in under one year .
Overall, Dr. Kao exhibits strong ownership alignment and meaningful risk oversight responsibilities. The primary governance consideration is the familial relationship with the current Board Chair and the broader family ownership footprint; continued adherence to independent committee processes (especially CNG and Audit, which he does not sit on) and transparent related‑party oversight help mitigate conflict risk .