Lynn Hopkins
About Lynn Hopkins
Executive Vice President and Chief Financial Officer (CFO) of RBB Bancorp since April 2024; served as Interim CFO from December 2023 to March 2024. Age 57; B.A. in Economics/Business from UCLA; former CPA (inactive). Career spans 30+ years in banking finance, risk management, governance, ALM/treasury, M&A integrations, technical accounting; prior CFO/CAO roles at PacWest, Banc of California, First Choice Bancorp, and Commercial Bank of California .
2024 company performance under her finance remit: tangible book value per share increased 4% to $24.51; net income was $26.7M ($1.47 diluted EPS) vs. $42.5M ($2.24) in 2023; NIM expanded in Q3/Q4 2024 to 2.68%/2.76%; reduced wholesale funding by ~$258M; ended 2024 well-capitalized (CET1 17.94%, TCE 11.08%, Total Capital 24.49%, Leverage 11.92%), executed $20.7M share repurchase (~5% of shares) and paid $11.7M in dividends .
Selected 2024 Company Metrics
| Metric | Value |
|---|---|
| Tangible Book Value Per Share | $24.51 |
| Net Income | $26.7M |
| Diluted EPS | $1.47 |
| Net Interest Margin (Q4 2024) | 2.76% |
| Wholesale Funding Reduction (YoY) | ~$258M |
| CET1 Ratio | 17.94% |
| TCE Ratio | 11.08% |
| Total Capital Ratio | 24.49% |
| Leverage Ratio | 11.92% |
| Share Repurchases (2024) | $20.7M (~5% of shares) |
| Dividends Paid (2024) | $11.7M |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PacWest Bancorp / Pacific Western Bank | EVP; Chief Accounting Officer (2014–2017); CFO of Pacific Western Bank (2002–2014); Corporate Secretary (2009–2014); CFO of PacWest Bancorp (2002–2003) | 2002–2017 | Supported growth from ~$1B to >$20B assets via 25+ acquisitions; led finance, governance, and control enhancements |
| Banc of California, Inc. | EVP & CFO | Dec 2019–Mar 2023 | Public company CFO; capital/ALM oversight; governance and reporting |
| First Choice Bancorp | EVP & CFO | Sep 2018–Dec 2019 | Public company CFO; contributed to performance and controls; antecedent to sale to EFSC in 2021 (company-level background) |
| Commercial Bank of California | EVP & CFO | Jan 2018–Sep 2018 | CFO responsibilities for community bank finance and reporting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG (Los Angeles & London) | CPA (inactive); Auditor | Early career | Public accounting and technical accounting foundation |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $410,000 | |
| Target Annual Cash Incentive (% of Salary) | 50% | |
| Actual 2024 Cash Incentive | $150,000 (Interim CFO project-based goals achieved; greater of AIP payout or project incentive) | |
| All Other Compensation | $30,388 (car allowance/perqs; 401(k) match) |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Scorecard
| Performance Measure | Threshold (50%) | Target (100%) | Maximum (150%) | 2024 Result | % Achieved |
|---|---|---|---|---|---|
| Earnings Per Share | $1.68 | $2.12 | $2.76 | $1.47 | 0% |
| Return on Average Assets | 0.80% | 1.00% | 1.30% | 0.44% | 0% |
| Efficiency Ratio | 55% | 50% | 45% | 61% | 0% |
| Leadership / Board Discretion | 80% | 100% | 130% | 130% | 150% |
| NPLs / Loans HFI | 1.04% | 0.94% | 0.84% | 2.64% | 0% |
| Loan Growth ($M) | $151.7 | $284.2 | $369.5 | $31.0 | 0% |
| Retail Deposit Growth ($M) | $139.3 | $220.9 | $287.1 | $157.9 | 61% |
| DDA as % of Total Deposits | 18.1% | 19.3% | 20.6% | 17.5% | 0% |
| Weighting by Measure | Weight (%) | Payout % from Scorecard |
|---|---|---|
| EPS | 35% | 0% |
| ROAA | 15% | 0% |
| Efficiency Ratio | 10% | 0% |
| Leadership / Board Discretion | 20% | 30% |
| NPLs / Loans HFI | 5% | 0% |
| Loan Growth | 5% | 0% |
| Retail Deposit Growth | 5% | 3% |
| DDA % of Total Deposits | 5% | 0% |
| Overall Score | 100% | 33% |
Note: Ms. Hopkins’ AIP calculated payout was $67,794; actual cash incentive set to $150,000 based on Interim CFO milestones (Form 10‑K/Proxy filing timeliness, remediation of material weaknesses, controls enhancements, and compensation program redesign) .
Long-Term Equity Incentives (granted 2024)
| Grant Date | Instrument | Count | Vesting | Performance Design |
|---|---|---|---|---|
| 3/20/2024 | RSUs | 5,634 | 33.3% annually in 2025/2026/2027 | |
| 3/20/2024 | PRSUs (TSR) | 2,816 (target) | Cliff vest post 3-year performance; earned 0–150% | TSR relative to peer group; threshold 25th pct, target 50th, max 75th |
| 3/20/2024 | PRSUs (ROAA) | 1,409 (target) | Cliff vest post 3-year performance; earned 0–150% | Absolute vs approved 2026 forecast (80%/100%/130%) |
| 3/20/2024 | PRSUs (ROATCE) | 1,409 (target) | Cliff vest post 3-year performance; earned 0–150% | Absolute vs approved 2026 forecast (80%/100%/130%) |
| 4/22/2024 | RSUs (employment agreement grant) | 9,583 | 20% annually 2025–2029 |
| PRSU Performance Grid | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| Relative TSR | 50% | 25th percentile | 50th percentile | 75th percentile |
| ROAA (absolute) | 25% | 80% of target | Approved 2026 forecast | 130% of target |
| ROATCE (absolute) | 25% | 80% of target | Approved 2026 forecast | 130% of target |
Grant date fair values (accounting): RSUs 3/20/2024 $100,004; PRSUs 3/20/2024 $107,750; RSUs 4/22/2024 $174,986 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Common shares owned directly | 1,106 |
| Equity awards vesting within 60 days | 1,917 RSUs (time-based) |
| Total beneficial ownership | 3,023 shares |
| Ownership % of shares outstanding | <1% (“*” denotes one percent or less) |
| Unvested RSUs (as of 12/31/2024) | 5,634 (3/20/24) + 9,583 (4/22/24) |
| Ownership Guidelines (NEO) | 1x base salary value; 5-year compliance window |
| Hopkins compliance deadline | April 30, 2029 |
| Anti-pledging / Anti-hedging | Pledging and hedging prohibited |
| Trading Controls | Pre-clearance required; defined trading windows; Rule 10b5‑1 plans allowed with pre-approval |
Change-in-control equity treatment: all unvested awards vest in full upon a cash-only change-in-control; performance awards prorated for elapsed months; RSUs accelerate if consideration is only cash .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Effective April 22, 2024; term through April 30, 2027; auto-renewal unless notice ≥3 months prior to extension date |
| Severance (no CoC) | 6 months’ base salary if terminated without cause (salary continuation) |
| Change-in-Control (double-trigger) | 12 months’ base salary + 100% of annual target bonus + up to 12 months medical/dental coverage if terminated without cause or for material adverse alteration |
| Compensation elements | Base salary; RSUs; discretionary bonus; auto expense reimbursement; benefits |
| Clawbacks | Mandatory recovery policy aligned with Nasdaq Listing Rule 5608; discretionary clawback for unsafe/unsound practices |
Performance & Track Record (recent disclosures)
- 2024 governance/controls: led remediation of previously-reported material weaknesses and enhanced financial reporting and controls; overhauled executive compensation program (adopted PRSUs and formal AIP) .
- Interim CFO milestones achieved (timely 10‑K, proxy, Q1 10‑Q filings; compensation program redesign), earning $150,000 incentive .
- 2024 shareholder engagement and say‑on‑pay: ~96% approval; adopted clawback and ownership policies; engaged independent consultant (Pearl Meyer) .
- Q2 2025 financial commentary: net interest margin 2.92%; deposit spot cost 2.95% (below quarterly average); discussed deposit repricing ladder and opex normalization; noted executive transition costs .
- Capital actions: $18M buyback authorized in Q2 2025; CFO indicated flexibility to execute alongside NPL resolution .
Compensation Structure Analysis
- Shift toward performance-based long-term equity: 50% PRSUs and 50% RSUs for 2024 grants, introducing multi-year TSR/ROAA/ROATCE performance alignment .
- Base salary increased 2.5% YoY (to $410K) reflecting role changes and market alignment; AIP target set at 50% of salary .
- Discretionary project-based cash incentive for Interim CFO deliverables supplanted AIP cash payout in 2024 ($150K vs $67,794) .
- Governance protections: dual clawback policies; anti-pledging/hedging; stock ownership policy with defined compliance windows .
Risk Indicators & Red Flags
- Hedging/pledging: prohibited (alignment-positive) .
- Clawbacks: robust mandatory and discretionary recovery frameworks (risk-mitigating) .
- Say‑on‑pay: strong support (96%)—limited pay-risk signal .
- Insider sales pressure: mitigated by trading windows and pre-clearance; upcoming RSU vesting schedules (2025–2029) may create routine tax withholding sales, but pledging risk is barred .
Compensation Peer Group (benchmarking, 2024)
Peer set includes Bank of Marin, BayCom, BCB Bancorp, Coastal Financial, First Bank (NJ), Five Star Bancorp, FS Bancorp, Hanmi Financial, HBT Financial, Heritage Commerce, Heritage Financial, Metropolitan Bank Holding, Northfield Bancorp, Old Second, PCB Bancorp, Peapack-Gladstone, Ponce Financial, Preferred Bank, First of Long Island; company targeted median for NEOs; CEO targeted below median .
Equity Ownership & Director Interlocks (context)
- Hopkins is not a director; no committee memberships disclosed .
- Insider Trading Policy mandates pre-clearance of trades by CFO (operationally managed within policy framework) .
Investment Implications
- Pay-for-performance alignment strengthened: introduction of PRSUs tied to TSR/ROAA/ROATCE and codified clawbacks support long-term value orientation and reduce governance risk .
- Retention/transition risk moderated: employment agreement provides standard severance and double-trigger CoC economics; multi-year RSU vesting (through 2029) incentivizes continuity .
- Near-term performance sensitivity: 2024 AIP results reflect headwinds (EPS/ROAA/NPLs targets missed), but deposit growth and leadership scores recognized; continued NIM management and credit resolution are key operational levers Hopkins highlighted .
- Trading signals: buyback authorization and capital ratios suggest capacity for shareholder returns; compliance policies (no pledging/hedging, pre-clearance) limit adverse insider-signal dynamics .