Geraldine Pannu
About Geraldine Pannu
Independent director since 2022; age 55. Background spans 25+ years in investment and financial management, fund operations, consulting, and marketing; MBA from Harvard Business School and BBA from Chinese University of Hong Kong, fluent in English, Mandarin, Cantonese, and Shanghainese. Serves as Corporate Secretary of RBB and is Chair of the Compensation, Nominating and Governance (CNG) Committee; also sits on Directors Loan, Community Reinvestment Act (CRA), Information Technology (IT), and Enterprise Risk Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GLTJ Pioneer Capital | Managing Partner (real estate development, fixed income) | Not disclosed | Investment/financial expertise applied to governance |
| ChinaRock Capital Management | COO and Managing Partner | Nearly 10 years | Led hedge/VC fund operations; capital raising experience |
| Golden Gate Global (EB-5) | Managing Director | Not disclosed | One of largest EB-5 regional centers; capital formation |
| McKinsey & Co; Monitor Company | Management Consultant | Not disclosed | Strategy/operations expertise; pre/post business school |
| Multiple startups | Interim CFO, mentor | Not disclosed | Advises finance/controls; early-stage governance |
External Roles
| Organization | Role | Exchange | Notes |
|---|---|---|---|
| Processa Pharmaceuticals | Independent Director | NASDAQ: PCSA | Only RBB director disclosed with another public company directorship |
Board Governance
| Governance Attribute | Detail |
|---|---|
| Independence | Board determined nine independent directors; only CEO David Morris and President/CEO Johnny Lee are non-independent. Pannu is independent . |
| Committee Assignments | CNG (Chair); Directors Loan (Member); CRA (Member); IT (Member); Enterprise Risk (Member) . |
| Board/Committee Meetings | 2024 meetings: Board 20; Audit 14; CNG 23; Directors Loan 4; CRA 8; IT 11; ALCO 3 . |
| Attendance | All directors attended at least 75% of Board and respective committee meetings in 2024 and attended the 2024 annual meeting . |
| Board Leadership | Independent Chair (Christina Kao) since May 2024; executive sessions of independent directors at least twice a year, presided by an independent director (currently Kao) . |
| Corporate Secretary | Pannu signed the 2025 Annual Meeting Notice as Corporate Secretary; Corporate Secretary receives additional RSUs under director program . |
Fixed Compensation
| Program Terms (Non-Employee Directors) | Amount/Structure |
|---|---|
| Annual cash retainer (12-month service period Jun–May) | $60,000; payable end of service period; directors joining mid-period are prorated . |
| Annual equity retainer | 1,400 RSUs; 50% vest at grant, 50% vest one year post-grant . |
| Committee chair equity | 200 RSUs (immediately vested) for most committees; CRA Chair and Corporate Secretary receive 100 RSUs (immediately vested) . |
| Meeting fees (in-person) | $1,500 per Board meeting; Board Chair $2,500; $300 per committee meeting; committee chairs receive an additional $200 per chaired meeting . |
| Meeting fees (telephonic when mandatory in-person) | $750 per Board meeting; Board Chair $1,250; $200 per committee meeting; one fee cap per committee per month . |
| Pannu – 2024 Director Compensation | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $114,300 | Includes attendance fees and pro-rated Annual Service Period Retainer . |
| Stock Awards (RSUs grant-date fair value) | $28,035 | RSU values computed per ASC 718; directors held 700 unvested RSUs at year-end . |
| All Other Compensation | $621 | BOLI income and cash dividends on vested equity . |
| Total | $142,956 | Sum of components . |
Performance Compensation
- Director equity is predominantly time-based RSUs; committee chairs and Corporate Secretary receive immediately vested RSUs; no disclosed performance metrics tied to director pay (performance metrics apply to executives) .
| Director Equity Elements | Grant | Vesting | Notes |
|---|---|---|---|
| Annual RSU retainer | 1,400 RSUs | 50% at grant; 50% one year later | Applies to non-employee directors . |
| CNG Committee Chair RSUs | 200 RSUs | Immediate | Pannu as Chair . |
| Corporate Secretary RSUs | 100 RSUs | Immediate | Corporate Secretary role (Pannu) . |
| Unvested RSUs at 12/31/2024 | 700 RSUs | Vest 5/15/2025 | Proxy footnote timing . |
Other Directorships & Interlocks
| Attribute | Detail |
|---|---|
| Public company interlock | Processa Pharmaceuticals (only RBB director with another public board) . |
| Competitive interlocks | None disclosed involving competitors/suppliers/customers . |
Expertise & Qualifications
- Investment and financial management, fund operations, capital raising across hedge, venture, real estate; consulting at McKinsey/Monitor; multilingual with Asia-US networks—valuable for governance, risk oversight, and shareholder alignment .
Equity Ownership
| As-of Date | Common Shares Owned Directly | RSUs vesting within 60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| 3/24/2025 (Record Date) | 2,200 | 700 | 2,900 | <1% (proxy asterisk) |
| 5/21/2025 (Form 4) | 5,721 | 700 | 6,421 | 0.036% (computed: 6,421 ÷ 17,738,627) using 17,738,627 shares outstanding |
Notes:
- Anti-hedging/anti-pledging policy applies to directors; pledging prohibited .
- Director stock ownership guideline moved to 10,000 shares starting May 2025; five-year compliance window. As of proxy date, directors meeting guideline were Christina Kao, James W. Kao, Joyce Wong Lee, and Christopher Lin; Pannu not listed among those in compliance (still within window) .
Insider Trades (Form 4 Summary: 2023–2025)
| Transaction Date | Filing Date | Type | Security | Qty | Post-Transaction Common Owned | Source |
|---|---|---|---|---|---|---|
| 2023-01-18 | 2023-01-20 | M-Exempt (RSU conversion) | Common | 800 | 800 | |
| 2023-01-18 | 2023-01-20 | M-Exempt | RSUs | -800 | 600 RSUs remaining | |
| 2024-01-18 | 2024-01-19 | M-Exempt | Common | 600 | 1,400 | |
| 2024-01-18 | 2024-01-19 | M-Exempt | RSUs | -600 | 0 RSUs at event | |
| 2024-05-16 | 2024-05-17 | M-Exempt | Common | 800 | 2,200 | |
| 2024-05-16 | 2024-05-17 | M-Exempt | RSUs | -800 | 700 RSUs remaining | |
| 2025-05-15 | 2025-05-16 | M-Exempt | Common | 700 | 2,900 | |
| 2025-05-15 | 2025-05-16 | M-Exempt | RSUs | -700 | 0 RSUs at event | |
| 2025-05-21 | 2025-05-22 | M-Exempt | Common | 2,821 | 5,721 | |
| 2025-05-21 | 2025-05-22 | M-Exempt | RSUs | -2,821 | 700 RSUs remaining |
Related Party Transactions and Conflicts
- Policy: Audit Committee administers related party transaction approvals/ratifications; quarterly reporting; arm’s-length terms required .
- 2024 status: No extensions of credit to directors/insiders; ordinary banking relationships with deposits of $32.5 million from officers/directors/families; several directors/affiliates owned $6.0 million in subordinated debentures; no related party loans; no transactions >$120,000 with material interest since Jan 1, 2017 (other than compensation) .
- No Pannu-specific related party exposures disclosed .
Director Compensation Structure Signals
- Increased clarity and governance: adoption of clawback policies, stock ownership guidelines, and enhanced governance charters in 2023–2024 .
- Equity election: directors could elect part of cash retainer as immediately vested RSUs to support ownership policy; not specifically disclosed for Pannu’s elections .
Equity Ownership Guidelines and Alignment
- Directors required to own 10,000 shares starting May 2025 with five-year compliance window; Pannu not yet listed as in compliance; current beneficial position (~6,421 including RSUs) below guideline, but within window to comply and current holdings derived from Form 4 and proxy .
Governance Assessment
- Positives:
- Independent status; chairs CNG committee overseeing compensation governance, director nominations, independence determinations, and code of ethics—central to board effectiveness .
- Active engagement: high committee workload; CNG met 23 times in 2024; board attendance ≥75% and presence at annual meeting—signals engagement .
- Ownership alignment policies (anti-hedging/pledging, 10,000-share guideline) and ability to elect equity over cash reinforce alignment; board-wide say-on-pay support at 96% indicates shareholder confidence in compensation governance .
- Watch items / potential red flags:
- Corporate Secretary role held by an independent director is atypical in some governance frameworks; while permitted and compensated via RSUs per policy, it concentrates administrative authority—monitor for segregation of duties and transparency .
- Ownership guideline compliance: not yet meeting the 10,000-share threshold as of proxy; current holdings rising via RSU settlements, but track progress toward guideline deadline .
- No disclosed conflicts or related-party transactions; maintain oversight given ordinary banking relationships and subordinated debenture holdings among directors/affiliates (not specific to Pannu) .