Frank Wong
About Frank Wong
Frank Wong (age 55) is an independent director of RBB Bancorp, serving since 2023, and currently chairs the Asset/Liability Committee (ALCO) while sitting on the Audit and Information Technology committees. He brings 25+ years of banking and financial services experience in asset-liability and interest rate risk management, financial controls, capital management, and SEC/FDIC reporting; he holds a B.S. in Finance from California State University Los Angeles and is a graduate of Pacific Coast Banking School. He is designated by the Board as an “audit committee financial expert,” reflecting his financial literacy and controls expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mission Valley Bank | Controller | 2010–2020 | Led financial controls, reporting, and process improvements |
| Douglas Emmett | Director of Financial Reporting | 2008–2010 | Directed external reporting; strengthened disclosure processes |
| Kaiser Federal Bank | VP Controller | 2005–2008 | Oversaw controller function; supported capital management |
| First Federal Bank | Financial Reporting Officer | 2003–2005 | Managed financial reporting; FDIC/SEC submissions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Energy Trinity | Chief Executive Officer | Current | Energy analytics and consulting; EV/solar/battery modeling platform |
The 2025 proxy states that, other than Geraldine Pannu (Processa Pharmaceuticals), no other directors serve on boards of public companies subject to Exchange Act reporting; thus, Frank Wong has no current public-company directorships disclosed .
Board Governance
- Committee assignments: ALCO Chair; Audit Committee member; Information Technology Committee member .
- Independence: Board determined nine of eleven directors are independent under Nasdaq and SEC rules; independence excludes CEO David Morris and President/Bank CEO Johnny Lee; Frank Wong is among the independent directors .
- Audit Committee: All members independent; Mr. Wong qualifies as an “audit committee financial expert,” meeting SEC requirements .
- Attendance: All directors attended at least 75% of Board and their committees in 2024 and attended the 2024 annual meeting .
- Board leadership: Independent Chair (Christina Kao); independent director executive sessions at least twice per year .
- Committee activity levels (2024): Audit 14 meetings; IT 8; ALCO 11; Board 12 .
Fixed Compensation
| Component | Policy Detail | Frank Wong 2024 Amount |
|---|---|---|
| Annual cash retainer | $60,000 cash retainer per 12‑month service period (June–May); directors joining mid‑period are pro-rated | Included within cash fees (pro-rated $60,000 for Jan 2023–May 2024 in 2024 reporting) |
| Board meeting fees | $1,500 per Board meeting; Chair receives $2,500; telephonic rate $750 for mandatory in-person meetings; one fee cap per committee per month | Included within cash fees |
| Committee meeting fees | $300 per committee meeting; committee chair earns additional $200 per meeting; telephonic rate $200 for mandatory in-person meetings | Included within cash fees |
| Director Cash Compensation (2024) | Fees Earned/Paid in Cash | Notes |
|---|---|---|
| Frank Wong | $89,600 | Includes attendance fees and pro‑rated Annual Service Period Retainer; his pro‑rated retainer was $60,000 for Jan 2023–May 2024 |
Performance Compensation
| Equity Element | Grant Design | Vesting | Frank Wong 2024 Value |
|---|---|---|---|
| Annual RSUs | 1,400 time-based RSUs per director annually; 50% vests on grant, 50% after 1 year | 50% immediate; 50% at 1‑year | Included in value below |
| Chair RSUs | Additional RSUs for committee chairs: ALCO +200 RSUs; IT +200; Audit +200; CRA +100; Corporate Secretary +100 (vest immediately) | Immediate (chair adders) | Eligible via ALCO Chair |
| Stock awards (RSUs) | Director equity awards valued at grant-date fair value (ASC 718) | As above | $29,904 |
| Unvested RSUs | Standard unvested RSUs for non‑employee directors as of 12/31/2024 | 700 RSUs vest on May 15, 2025 | 700 unvested RSUs |
No performance share units (PSUs) or option awards are disclosed for directors; equity is time-based RSUs per retainer structure .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Frank Wong; only Pannu serves on a public company board (PCSA) |
| Private/Non-profit boards | Energy Trinity CEO (private company) |
| Interlocks/Shared boards with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Financial controls and reporting: Prior controller and reporting roles across banks and a public REIT; SEC/FDIC reporting experience .
- Asset-liability and interest rate risk: Leads ALCO; background in ALM and liquidity management .
- Audit literacy: Designated audit committee financial expert by the Board .
- Education: B.S. Finance (Cal State LA); Pacific Coast Banking School graduate (University of Washington partnership) .
Equity Ownership
| Holder | Direct Shares | Equity Awards Exercisable/Vesting ≤60 days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Frank Wong | 1,100 | 700 RSUs (vest ≤60 days as of record date) | 1,800 | <1% |
- Ownership guidelines (directors): Move to 10,000 shares requirement starting May 2025; compliance within five years of election or 2/15/2023; Frank Wong’s compliance date: May 31, 2028 .
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging company stock .
Governance Assessment
-
Positives:
- Independent director with strong banking controls background; designated audit committee financial expert—supports quality of oversight in Audit and ALCO .
- Chairs ALCO, a critical risk committee overseeing interest rate risk and liquidity; active committees with regular meeting cadence (ALCO 11; Audit 14; IT 8 in 2024) .
- Attendance and engagement: Board reports ≥75% attendance by all directors and full annual meeting attendance in 2024 .
- Related-party safeguards: Audit Committee pre-approval/ratification required; no related-party loans; no insider indebtedness; only ordinary-course banking deposits; no material related-party transactions since 2017 .
- Governance policies: Code of Ethics, Insider Trading, Whistleblower; executive sessions; independent Chair .
-
Watchpoints/Red Flags:
- Ownership alignment: As of the record date, total beneficial ownership is 1,800 shares (<1%); required director ownership increased to 10,000 shares with compliance due by May 31, 2028—monitor progress to guideline compliance .
- Compensation discretion context: Board exercised discretion to increase executive AIP payouts despite below-target financial performance in 2024; while not director pay, it is a governance signal investors may evaluate for alignment (contextual to compensation oversight) .
Fixed Compensation (Director Detail – 2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $89,600 |
| Notes | Includes pro‑rated Annual Service Period Retainer ($60,000 for Mr. Wong for Jan 2023–May 2024) and meeting fees per policy |
Performance Compensation (Director Equity Detail – 2024)
| Equity Award | Shares/Structure | Vesting | Grant-Date Value |
|---|---|---|---|
| Annual RSU Retainer | 1,400 RSUs per director | 50% immediate; 50% after 1 year | Included in total value |
| Committee Chair RSUs (ALCO Chair) | +200 RSUs | Immediate | Included in total value |
| 2024 Director Stock Awards (Total) | RSUs | Per policy | $29,904 |
| Unvested RSUs at 12/31/2024 | 700 | Vest May 15, 2025 | N/A |
Directors may elect to receive a portion of cash retainer in fully vested RSUs; several directors did so in 2024, though Mr. Wong’s cash-to-equity election is not cited specifically; his cash fees and equity values are disclosed above .
Related Party Transactions
| Topic | Disclosure |
|---|---|
| Policy & oversight | Audit Committee administers related-party transaction policy; quarterly reporting; pre-approval/ratification required; termination if not compliant |
| Ordinary banking relationships | Officers/directors/families may have deposits/services on market terms; as of 12/31/2024: no related-party loans; deposits totaled $32.5M for group; $6.0M of subordinated debentures held by several directors/affiliates |
| Material transactions | None >$120,000 since 1/1/2017 involving directors/officers/5% holders/families |
| Insider indebtedness | No extensions of credit to directors/associates as of 12/31/2024; no transactions above $120,000 threshold in 2024 |
Other Directorships & Interlocks
| Director | Current Public Boards | Notes |
|---|---|---|
| Frank Wong | None | Proxy confirms only Pannu serves on another public board |
Insider Trades
No director-specific insider trading transactions for Frank Wong are disclosed in the proxy; Section 16 compliance note references one late Form 4 for the Chief Accounting Officer (not Mr. Wong). If Form 4 data is required, it is not included in the proxy and not disclosed here .
Summary Signals for Investors
- Board effectiveness: Wong’s audit/ALCO expertise and role as ALCO Chair strengthens oversight of interest rate risk and liquidity—critical for a regional bank in a volatile rate environment .
- Alignment: Equity retainer RSUs and ownership policy drive director ownership; monitor progress toward the 10,000-share guideline by May 31, 2028 to assess alignment acceleration .
- Conflicts: No material related-party transactions; robust policy oversight by Audit Committee reduces conflict risk .