Mina Rizkalla
About Mina Rizkalla
Executive Vice President and Chief Risk Officer (CRO) at RBB Bancorp (Royal Business Bank) since January 1, 2025; age 52; responsible for Enterprise Risk Management and Compliance programs (BSA/AML, OFAC, Vendor Management, Information Security). Education: B.A. in Criminology (Cal State Los Angeles); credentials: Certified Anti-Money Laundering Specialist (CAMS) and Certified Fraud Examiner (CFE). Prior roles include CRO at Commonwealth Business Bank and senior risk/AML leadership at CTBC Bank; proven leader in M&A integration for BSA/compliance and fraud prevention buildouts . Company context: assets were $4.2B as of September 30, 2025; 2024 TSR value of a $100 investment was $112.07, net income $26.67M, diluted EPS $1.47 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RBB Bancorp | SVP/BSA Officer & Deputy CRO | Oct 2023 – Dec 2024 | Built/oversaw BSA/AML compliance and ERM foundations prior to CRO appointment . |
| Commonwealth Business Bank | EVP & Chief Risk Officer | Apr 2021 – Oct 2023 | Led enterprise risk and compliance; strengthened AML/fraud controls . |
| CTBC Bank (U.S. subsidiary) | Risk/AML leadership | 2014 – 2021 | Senior roles across risk, BSA, and fraud management at >$30B asset institutions . |
External Roles
No public-company directorships or external board roles disclosed for Rizkalla in company filings reviewed .
Fixed Compensation
| Component | Detail | Amount/Term | Notes |
|---|---|---|---|
| Base Salary | Employment Agreement | $335,000 per year | Effective Jan 1, 2025; reviewed annually; paid semi-monthly . |
| Bonus (Cash) | Discretionary/project-based | Not disclosed | Eligible for discretionary bonuses and specific incentives tied to acquisitions/projects per offer letter . |
| Equity Awards | Options/RSUs | 4-year term | Board intends to grant stock options/awards that vest 25% annually under 2017 OSIP; FMV strike price; terms per Award Agreement . |
| Auto Allowance | Monthly allowance | $750/month | Subject to potential reanalysis . |
| Benefits | Medical/dental/vision/life/disability; annual physical | N/A | Participates in group plans; eligibility consistent with officers; insurability required . |
| 401(k) and Plans | Retirement plans and participation | N/A | Eligible for pension/profit-sharing/deferred comp/salary continuation/stock purchase per plan terms . |
| Clawbacks | Mandatory recovery | N/A | Subject to clawbacks required by law/Nasdaq/SEC and company policy . |
Performance Compensation
Company AIP/Long-Term Incentive Structure (program Rizkalla is subject to as an executive)
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | % Achieved | Notes |
|---|---|---|---|---|---|---|---|
| Earnings Per Share | Role-specific | $1.68 | $2.12 | $2.76 | $1.47 | 0% | AIP results interpolated vs levels . |
| Return on Avg Assets (ROAA) | Role-specific | 0.80% | 1.00% | 1.30% | 0.44% | 0% | Q4’24 for ROAA . |
| Efficiency Ratio | Role-specific | 55% | 50% | 45% | 61% | 0% | Q4’24 for efficiency ratio . |
| NPLs / Loans HFI | Role-specific | 1.04% | 0.94% | 0.84% | 2.64% | 0% | Full-year metric . |
| Loan Growth ($mm) | Role-specific | $151.7 | $284.2 | $369.5 | $31.0 | 0% | Full-year growth . |
| Retail Deposit Growth ($mm) | Role-specific | $139.3 | $220.9 | $287.1 | $157.9 | 61% | Full-year growth . |
| DDA / Total Deposits | Role-specific | 18.1% | 19.3% | 20.6% | 17.5% | 0% | Q4’24 . |
| Leadership/Board Discretion | Role-specific | 80% | 100% | 130% | 130% | 150% | Recognized for remediation/governance/talent wins . |
Long-term equity awards for NEOs are split 50% PRSUs (3-year performance period) and 50% time-based RSUs; PRSU metrics: relative TSR (50%), ROAA (25%), ROATCE (25%), with payout 50%/100%/150% at threshold/target/max; performance measured through FY2026 .
Rizkalla-Specific RSU Grants and Vesting
| Award Type | Grant Date | Shares | Vesting | Terms |
|---|---|---|---|---|
| RSUs | 05/08/2025 | 5,212 | Three equal annual installments beginning one year after grant | No expiration once vested . |
| RSUs | 05/08/2025 | 2,085 | Four equal annual installments beginning one year after grant | No expiration once vested . |
Equity Ownership & Alignment
| Item | As-of | Value | Notes |
|---|---|---|---|
| Common Stock Beneficially Owned | 05/19/2025 | 0 shares | Form 3 initial statement . |
| RSUs Outstanding | 05/19/2025 | 5,212 and 2,085 units | Grants vest over 3 and 4 years, respectively . |
| Ownership % of Shares Outstanding | 03/24/2025 | 0.00% | 17,738,627 shares outstanding on record date; 0 common shares held . |
| Stock Ownership Guidelines (Executives) | Policy | 1x base salary in Qualifying Shares (CEO 2x); 5 years to comply from becoming subject | Qualifying Shares include RSUs and 50% of ITM options value; anti-hedging/pledging policy in effect . |
| Pledging/Hedging | Policy | Prohibited | Applies to executives/directors/employees . |
| Clawbacks | Policy | Mandatory recovery of excess incentive pay | SEC/Nasdaq-compliant clawback policy . |
Employment Terms
| Term | Detail | Economics/Provision |
|---|---|---|
| Agreement Term | Jan 1, 2025 – Dec 31, 2027; auto-renews for successive 1-year periods (90-day notice to nonrenew) | Fixed 3-year initial term with auto-renewal . |
| Title/Reporting | EVP & Chief Risk Officer; reports to CEO/President | Duties cover full-time CRO functions across Bank/Bancorp . |
| Severance (No Cause, pre-CoC) | 6 months of base salary, paid on normal payroll dates; release required | Vested awards remain exercisable per plan terms . |
| Severance (Change-of-Control) | 6 months of base salary + 100% of annual target bonus; 6 months medical/dental continuation; release required | Triggered if not retained or materially adversely altered; Good Reason notice/cure periods apply . |
| Disability/Death | 3 months of base salary | Defined disability (90 days inability) with offsets for benefits; estate receives payment on death . |
| Regulatory Constraints | FDIC/FRB/DFPI approvals; Part 359 golden parachute rules and recoupment | Severance subject to regulatory approval and clawback for specified offenses . |
| Confidentiality/Trade Secrets | Strict confidentiality, return of documents, security/access restrictions | Comprehensive confidentiality and exit obligations . |
| Arbitration | AAA employment arbitration | Binding arbitration for employment disputes . |
| Indemnity Agreement | Standard officer indemnification | Max liability indemnification to fullest extent under CA law . |
Investment Implications
- Alignment: Initial direct common ownership is 0 shares; equity exposure is via RSUs vesting over 3–4 years, with anti-hedging/pledging and mandatory clawbacks—alignment improves as RSUs vest but near-term “skin in the game” is limited versus guidelines requiring 1x salary over five years .
- Retention Risk: Severance of 6 months (pre-CoC) and 6 months plus 100% target bonus (post-CoC) is modest relative to peers; combined with regulatory limits, this reduces entrenchment and implies normal retention incentives rather than golden-parachute protection .
- Selling Pressure: RSU tranches begin vesting in May 2026; the grant sizes are relatively small, suggesting limited incremental insider selling pressure, though monitoring future Form 4 filings is prudent .
- Performance Linkage: As CRO, incentives include potential project-based bonuses and equity; broader NEO program ties long-term equity to TSR, ROAA and ROATCE, aligning payouts with multi-year profitability and shareholder returns—constructive for risk-adjusted value creation .
- Governance/Controls: Strong policies (clawbacks, ownership, anti-pledging) and established ERM oversight reduce governance risk; continued execution on credit quality and compliance remains central to CRO evaluation and investor confidence .
RBB context: 2024 pay-versus-performance showed TSR at $112.07 on a $100 base and diluted EPS of $1.47, reflecting a challenging year with strategic progress; risk metrics in AIP (NPLs, efficiency) missed targets, underscoring the importance of CRO-led remediation going forward .