Joyce Wong Lee
About Joyce Wong Lee
Independent director at RBB Bancorp; age 70; director since 2022. Founder and President of California Benefit Planners (CBP), an ERISA-focused retirement plan consulting and design firm; Enrolled Retirement Plan Agent (ERPA) who represents clients before the IRS; B.S. and M.Ed., Texas A&M University–Kingsville. The Board affirms her independence (Nasdaq/SEC standards). Committees: Chair – Community Reinvestment Act (CRA); Member – Compensation, Nominating and Governance (CNG), Directors Loan, Information Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Benefit Planners (CBP) | Founder & President | 1994–present | ERISA retirement plan design/consulting; ERPA representing clients before the IRS |
External Roles
| Category | Company/Organization | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | Proxy states only one director (not Lee) serves on another public company board . |
| Private/non-profit/academic | Not disclosed | — | No disclosures beyond CBP biography . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent (one of nine independent directors; only CEO Morris and President/Bank CEO Johnny Lee are non-independent) . |
| Board committees | CRA (Chair); CNG (Member); Directors Loan (Member); Information Technology (Member) . |
| Meeting cadence | Board met 12 times in 2024; committee meetings in 2024: Audit 20; CNG 14; Directors Loan 23; CRA 4; IT 8; ALCO 11; Enterprise Risk 3 . |
| Attendance | All directors attended at least 75% of Board/committee meetings in 2024; all attended 2024 annual meeting . |
| Board leadership and executive sessions | Independent Chair (Christina Kao) since May 2024; independent director executive sessions held at least twice per year . |
| Cyber/IT oversight | IT and Audit Committees oversee cybersecurity program; IT Committee includes directors and management; CIO/ISO report; Lee serves on IT alongside other directors . |
Fixed Compensation
| Component | Terms |
|---|---|
| Annual cash retainer | $60,000 for non-employee directors (12-month service period June–May; paid at period end) . |
| Annual equity retainer | 1,400 time-based RSUs (50% vest on grant date; 50% after one year) . |
| Committee chair equity | 200 RSUs for most chair roles; CRA Chair and Corporate Secretary receive 100 RSUs; chair RSUs vest immediately . |
| Board meeting fees | $1,500 per Board meeting (non-employee); Chair of the Board $2,500 . |
| Committee meeting fees | $300 per committee meeting; committee chairs receive an additional $200 per meeting; capped at one fee per committee per month . |
| Remote participation reduction (for mandatory in-person) | $750 per Board meeting (non-employee); Chair $1,250; $200 per committee meeting . |
| Joyce Wong Lee – 2024 Director Compensation | Amount |
|---|---|
| Fees earned or paid in cash | $112,450 . |
| Stock awards (grant-date fair value) | $28,035 . |
| All other compensation | $621 (BOLI benefits and/or dividends on vested equity) . |
| Total | $141,106 . |
| Equity election (alignment signal) | Elected to receive $85,000 of cash fees as fully vested RSUs (4,547 shares) . |
| Unvested RSUs at 12/31/2024 (all non-employee directors) | 700 RSUs outstanding; these vest May 15, 2025 . |
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity | Time-based RSUs (annual retainer and chair RSUs) | No performance metrics disclosed for directors | 50% immediate; 50% at one year (retainer). Chair RSUs vest immediately . |
Note: Performance-based metrics and PRSUs are used for executives (NEOs), not directors .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Public company directorships | None disclosed for Lee; only one director (not Lee) serves on a public company board (Processa Pharmaceuticals) . |
| Interlocks/conflicts | CNG Committee membership includes Lee; no committee interlocks or insider participation issues disclosed (no cross-comp committee interlocks) . |
Expertise & Qualifications
- Retirement/benefits design and financial planning expertise (ERISA/ERPA); strong ties to Asian-American small business community .
- Governance involvement through CNG Committee membership; CRA Chair role aligns with community bank mandate .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Common stock owned directly | 45,983 shares . |
| Equity awards exercisable/vesting within 60 days | 700 RSUs (vest May 15, 2025) . |
| Total beneficial ownership | 46,683 shares (including RSUs vesting within 60 days) . |
| % of shares outstanding | <1% (17,738,627 shares outstanding as of 3/24/2025) . |
| Ownership guidelines (directors) | 3× annualized monthly cash retainer; effective May 2025, 10,000 shares; 5-year compliance window . |
| Compliance status | Lee has met the share ownership requirement as of the proxy date . |
| Hedging/pledging | Prohibited for directors/executives (anti-hedging and anti-pledging policy) . |
Related-Party Exposure and Conflicts
| Area | Disclosure |
|---|---|
| Related-party transactions policy | Audit Committee pre-approves/ratifies; arm’s-length terms; quarterly reporting; termination if not compliant . |
| Ordinary banking relationships | Officers/directors/families may have deposits/transactions on normal terms; as of 12/31/2024: deposits $32.5M; no related-party indebtedness; several directors/affiliates held $6.0M subordinated debentures; no related-party loans in 2024 . |
| Material related-party transactions | None since 1/1/2017 above $120,000 threshold, other than compensation . |
Say-on-Pay & Shareholder Signals (Context)
| Item | Result |
|---|---|
| 2024 Say-on-Pay approval | ~96% approval; CNG cited as support for compensation governance steps . |
| Compensation governance enhancements | Clawback policy, mandatory recovery policy, stock ownership policy for directors/executives adopted; no hedging/pledging; no tax gross-ups; no option repricing without shareholder approval . |
Governance Assessment
- Strengths
- Independent director; serves as CRA Chair and on CNG, Directors Loan, and IT Committees—breadth of oversight across community obligations, governance, credit, and technology .
- Attendance threshold met (all directors ≥75%) and active committee structure with regular meetings (Board 12; CNG 14; DLC 23; CRA 4; IT 8 in 2024) supports engagement .
- Ownership alignment: met director ownership guideline; elected to take a significant portion of fees in stock (4,547 RSUs in lieu of $85K cash), signaling skin-in-the-game .
- Anti-hedging/pledging and clawback frameworks reduce misalignment risk .
- No related-party transactions involving Lee disclosed; group had no insider indebtedness and no related-party loans in 2024 .
- Watch items
- Director compensation is largely cash/RSU and time-based (no performance link), a common but lower “at-risk” construct for directors; continued monitoring of equity mix and meeting loads advisable .
- As a CNG member, continued attention to executive pay discretion is warranted given 2024 supplemental AIP adjustments for NEOs (contextual governance consideration, not specific to director pay) .
Overall: Lee appears to enhance board effectiveness via CRA leadership and governance participation, with solid ownership alignment and no evident conflicts; policies and high say-on-pay support investor confidence .