Scott Polakoff

About Scott Polakoff

Independent director of RBB Bancorp; age 64; director since 2023. Former FDIC Chicago Regional Director and COO of the Office of Thrift Supervision; extensive regulatory, risk, and audit oversight background. Education: B.S. in Accounting (West Chester University); graduate of Southwestern Graduate School of Banking (SMU, 1992), Federal Executive Institute’s Leadership for a Democratic Society (1998), and Loyola University Chicago Management Certification Program (2002); FINRA Series 24/79/63 (2012); Certified Anti-Money Laundering Specialist (2018) . RBB’s Board determined he is independent under Nasdaq/SEC rules and designated him an “Audit Committee Financial Expert”; he chairs the Audit Committee and serves on CNG, Directors Loan, ALCO, and Enterprise Risk committees .

Past Roles

External Roles

Board Governance

• Independence and roles: Independent director; Audit Committee Chair; member of Compensation, Nominating & Governance (CNG), Directors Loan (DLC), Asset/Liability (ALCO), and Enterprise Risk Committee (ERC); designated “audit committee financial expert” .
• Attendance: All directors attended at least 75% of Board/committee meetings in 2024 and attended the 2024 annual meeting; Board held 12 regular meetings in 2024 .
• Committee meeting cadence (2024): Audit (20), CNG (14), Directors Loan (23), CRA (4), IT (8), ALCO (11), ERC (3) .
• Board leadership and executive sessions: Independent Chair (Christina Kao) since May 2024; independent directors hold executive sessions at least twice annually .
• Oversight: Audit Committee (chaired by Polakoff) oversees financial reporting, internal controls, earnings releases, auditor independence, and related-party transactions .

Fixed Compensation (Director)

• Structure (policy level):
  • Annual cash retainer: $60,000; Equity retainer: 1,400 RSUs (50% immediate vest, 50% after 1 year); Committee Chair adders: Audit +200 RSUs; CNG +200 RSUs; Directors Loan +200 RSUs; ALCO +200 RSUs; IT +200 RSUs; CRA +100 RSUs; Corporate Secretary +100 RSUs (chair adders vest immediately) .
  • Meeting fees: $1,500 per Board meeting ($2,500 for Board Chair); $300 per committee meeting; chairs receive additional $200 per committee meeting; reduced rates if mandatory in-person meetings are attended telephonically; one fee per committee per month cap .
• 2024 actual compensation for Polakoff: | Component | Amount | |---|---:| | Fees Earned/Paid in Cash | $101,900 | | Stock Awards (grant-date fair value) | $29,904 | | All Other Compensation | — | | Total | $131,804 |

Notes: 2024 included a pro-rated Annual Service Period Retainer (Jan 2023–May 2024); for Polakoff, the pro-rated retainer embedded in “Fees Earned/Paid in Cash” was $70,000 .

Performance Compensation (Director)

• Equity design (time-based, not performance-based): Annual 1,400 RSUs with 50% immediate vest and 50% after one year; committee chair RSU adders (e.g., +200 RSUs for Audit Chair) vest immediately; directors could elect to take a portion of cash retainer in fully-vested RSUs in 2024 to support ownership policy .
• Performance metrics: Not applicable for non-employee directors; no performance-conditioned equity disclosed for directors in 2024 .

Other Directorships & Interlocks

• Public company boards: None disclosed for Polakoff (proxy notes only Geraldine Pannu serves on another public company board) .
• Private/other boards: FinPro, Inc. (Board member since Feb 2024) .
• Interlocks: CNG Committee interlocks/insider participation disclosure states no interlocking relationships; CNG members in 2024 included Polakoff; no cross-committee conflicts disclosed .

Expertise & Qualifications

• Regulatory and risk: 25+ years as a federal banking regulator (FDIC Regional Director; OTS COO); CAMS-certified; “audit committee financial expert”; extensive BSA/AML knowledge; advisory experience at Booz Allen and FinPro; teaching at graduate banking schools .
• Implication: Strong fit to chair Audit and contribute to ERC/ALCO on credit, liquidity, compliance, and control environments .

Equity Ownership

Ownership policy and compliance:

• Director stock ownership guideline: starting May 2025, 10,000 shares; five years to comply (later of election or Feb 15, 2023). Polakoff’s compliance date: April 30, 2028 .
• Anti-hedging/anti-pledging: Policy prohibits pledging and hedging for directors .
• Form 4 activity (2024–2025): | Filing (link) | Trans. Date | Type | Security | Qty | Price | Post-Trans. Ownership | |---|---|---|---|---:|---:|---:| | SEC Form 4 | 2024-05-16 | M-Exempt | RSUs to Common | +900 | $0 | 8,312→8,312? (shows 8312 then 700 RSUs remaining) | | SEC Form 4 | 2025-05-15 | M-Exempt | RSUs to Common | +700 | $0 | 9,012→9,012? (RSU balance shown as 700) | | SEC Form 4 | 2025-05-21 | M-Exempt | RSUs to Common | +3,632 | $0 | 12,644 common; 700 RSUs remaining shown in second line |

Note: RBB’s Share Ownership Policy counts RSUs (vested or unvested) as Qualifying Shares; by late May 2025, reported common holdings reached 12,644, exceeding the 10,000-share guideline ahead of the 2028 deadline [ReadFile insider data rows 1–38, 40–110].

Related-Party, Conflicts & Controls

• Policy & oversight: Related-party transactions are governed by written policy administered by the Audit Committee (pre-approval/ratification, arm’s-length terms) .
• 2024 related-party status: No related-party loans outstanding; deposits from officers/directors and affiliates totaled $32.5m at 12/31/2024; several directors/affiliates owned an aggregate $6.0m of RBB subordinated debentures; no transactions exceeding SEC threshold since 2017 other than ordinary banking relationships .
• Independence: Board affirms independence of all directors except CEO Morris and President/Bank CEO Lee; Polakoff is independent .
• Hedging/pledging: Prohibited for directors under Insider Trading Policy .

Implication: Audit Chair role, independence, and explicit policy controls mitigate conflict risk; no material related-party exposure identified for Polakoff.

Say-on-Pay & Shareholder Signals

• 2024 say-on-pay approval: ~96% support, reflecting shareholder alignment with compensation governance .
• 2025 annual meeting outcomes: All 11 directors (incl. Polakoff) re-elected; say‑on‑pay approved (8,797,328 For; 304,720 Against; 23,754 Abstain); auditor ratified .

Governance Assessment

Strengths

• Deep regulatory, risk, and audit expertise; designated audit committee financial expert; chairs Audit Committee that met 20 times in 2024 .
• Clear independence, strong attendance record, and leadership on committees central to financial reporting and risk .
• Robust governance framework: clawback policy, director ownership guidelines, anti-hedging/pledging, active shareholder engagement with strong say-on-pay results .

Watch items / potential red flags

• Aggregate insider holdings of RBB subordinated debentures ($6.0m) among several directors/affiliates (individual holders not specified) merit ongoing monitoring by Audit Committee for any perceived conflicts in capital actions; however, policy/processes are in place and no adverse terms disclosed .
• No Section 16 reporting issues identified for Polakoff; one late Form 4 in 2024 related to another officer (for transparency) .

Net view: Polakoff’s background and current roles support board effectiveness in audit and enterprise risk. Independence, attendance, and alignment via equity ownership (now above 10,000 shares) are constructive for investor confidence [ReadFile insider data rows 1–38, 40–110].

Appendix: Committee Assignments (current)