DEF 14A

CORPORATE GOVERNANCE AND BOARD MATTERS

The following table provides summary information about our directors as of April 2, 2025.


				Committee Memberships
Name	Age	Director Since	Principal Occupation	A	CHR	NCG	RCP

John J. Ahn* (Chairman)	60	2014	CEO of WhiteHawk Capital Partners

Christine P. Ball*	67	2025	Retired (former Deputy Chief Credit Officer of City National Bank)

Christie K. Chu*	60	2015	President & CEO of CKC Accountancy Corporation

Harry H. Chung*FE	55	2016	Chief Operating Officer & Chief Financial Officer of WhiteHawk Capital Partners

Bonita I. Lee	62	2019	President & CEO of Hanmi and Hanmi Bank

Gloria J. Lee*	47	2021	Client Relations Partner of Rutan & Tucker

James A. Marasco*	64	2024	Retired (former Senior Managing Director of Wells Fargo Capital Finance)

David L. Rosenblum*FE (Vice Chairman)	72	2014	Retired (former Senior Principal of Deloitte Consulting LLP)

Thomas J. Williams*	62	2016	Retired (former Senior Vice President & Chief Risk Officer of BofI Federal Bank)

Michael M. Yang*	63	2016	Founder & CEO of Michael Yang Capital Management, LLC

Gideon Yu*	54	2021	Co-owner & Former President of San Francisco 49ers

Chairperson Member

Committees: A = Audit; CHR = Compensation and Human Resources; NCG = Nominating and Corporate Governance;

RCP = Risk, Compliance and Planning

* = Independent Director; FE = Audit Committee Financial Expert

CORPORATE GOVERNANCE

Hanmi is committed to sound corporate governance principles and maintains formal Corporate Governance Guidelines and a Code of Business Conduct and Ethics for employees, executive officers and directors. The Corporate Governance Guidelines, the Code of Business Conduct and Ethics and other governance documents, are available through Hanmi’s website at www.hanmi.com on the “Investor Relations” page. Any amendments or waivers applicable to an executive officer or director to the Code of Business Conduct and Ethics will also be posted on Hanmi’s website.

Corporate Sustainability Matters

The Nominating and Corporate Governance (“NCG”) Committee has primary oversight of our efforts to be a responsible corporate citizen in our communities. In order to address opportunities and challenges arising from corporate sustainability matters, the NCG Committee maintains an interdisciplinary subcommittee of directors and officers to discuss how Hanmi directly impacts our stakeholders – our valued employees, customers, and communities. The Corporate Sustainability Subcommittee publishes an annual update on Corporate Sustainability, available on our website under the “Investor Relations” page, which seeks to provide insight into our continuing efforts to stand in partnership with our various stakeholders.

DIRECTOR INDEPENDENCE

Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”). Under Nasdaq rules, independent directors must comprise a majority of a listed company’s board of directors. In addition, Nasdaq requires that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees must be independent. Under these rules, a director is independent only if the board of directors of a company makes an affirmative determination that the director has no material relationship with the company that would impair his or her independence.

Our Board has reviewed the independence of each director in accordance with Nasdaq rules and the requirements of the SEC. Based on this review, our Board has determined that all of our directors are independent under the applicable listing standards of Nasdaq, except for Bonita I. Lee, our President and Chief Executive Officer. In making this determination, our Board considered whether there were any relationships that each non-employee director had with us and all other facts and circumstances that the Board deemed relevant in determining their independence.

BOARD MEETINGS AND COMMITTEES

During the fiscal year ended December 31, 2024, our Board held nine (9) joint board meetings with the Board of Hanmi Bank (the “Bank”), the wholly-owned subsidiary of Hanmi. All Board members were present for more than 75% of the aggregate number of meetings of our Board and the committees on which he or she served. Hanmi’s policy is to encourage all directors to attend all Annual and Special Meetings of Stockholders. Hanmi’s 2024 Annual Meeting of Stockholders was attended by all directors.

Our Board has four (4) standing committees: the Audit Committee, the Compensation and Human Resources Committee (the “CHR Committee”), the NCG Committee, and the Risk, Compliance and Planning Committee (the “RCP Committee”). Each committee is governed by a charter, each of which is available through Hanmi’s website at www.hanmi.com on the “Investor Relations” page.

Audit Committee

The Audit Committee reports to the Board and is responsible for overseeing and monitoring financial accounting and reporting, the system of internal controls established by management, and our audit process and policies. Through its oversight of the audit function, the Audit Committee ensures compliance with laws and regulations.

As outlined in its charter, the Audit Committee has the following responsibilities, among others:

•

Assist the Board in fulfilling its oversight responsibilities for the financial reporting process, the system of internal controls, the audit process, and Hanmi’s process for monitoring compliance with laws and regulations and the code of conduct;

•

Review the unaudited quarterly and audited annual financial statements;

•

Review the adequacy of internal control systems and financial reporting procedures with management and the independent registered public accounting firm;

•

Review and approve the general scope of the annual audit and the fees charged by the independent registered public accounting firm;

•

Appoint the independent registered public accounting firm and meet with them to discuss the results of the annual audit and the independence of the independent registered public accounting firm; and

•

Review and approve the general scope of the annual internal audit plan and associated budget.

The Audit Committee held twelve (12) meetings during the fiscal year ended December 31, 2024.

Compensation and Human Resources Committee

The CHR Committee assists the Board by overseeing the compensation of Hanmi’s executive officers, including Hanmi’s Chief Executive Officer, as well as administering Hanmi’s compensation plans. As outlined in its charter, the CHR Committee has the following responsibilities, among others:

•

Review and approve the Company’s overall compensation philosophy, plans, policies and programs as it relates to directors, the Chief Executive Officer and executive officers;

•

Approve directors’ overall compensation, policies and programs;

•

Oversee management development and management succession planning;

•

Review and approve executive officers’ separation plan and employment and severance agreements; and

•

Lead the Board in its annual review of executive management’s performance as it relates to metrics for short- and long-term incentive payouts.

The CHR Committee also sets the compensation policy of the Company as more fully described below under “Executive Compensation – Compensation Discussion and Analysis.” To evaluate and administer the compensation programs of our NEOs, the CHR Committee meets at least four (4) times a year or more frequently as necessary. The CHR Committee is also authorized to retain and provide funding to outside consultants to assist it in determining executive officer and director compensation.

Each member of the CHR Committee is a “non-employee director” (as defined in Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”)). The CHR Committee held seven (7) meetings during the fiscal year ended December 31, 2024.

Nominating and Corporate Governance Committee

As described in its charter, the NCG Committee assists the Board as follows:

•

Identify individuals qualified to become directors;

•

Recommend to the Board nominees for the Board and its committees;

•

Develop, recommend, implement and monitor adherence to a set of corporate governance principles applicable to Hanmi;

•

Monitor the process to determine the effectiveness of the Board and its committees; and

•

Monitor the activities of the Corporate Sustainability Subcommittee regarding its efforts to oversee the Company’s ongoing commitment to environmental performance, health and safety, corporate social responsibility, corporate governance, sustainability, and other public policy matters relevant to the Company.

See “Consideration of Director Nominees” below for additional information regarding the director nomination process. The NCG Committee is authorized to retain outside consultants to assist it in fulfilling any of its duties, including Board and director assessment and Board evaluation.

The NCG Committee held four (4) meetings during the fiscal year ended December 31, 2024.

Risk, Compliance and Planning Committee

As outlined in its charter, the RCP Committee provides oversight of the enterprise risk management framework, including the strategies, policies, procedures and systems established by management to identify, assess, measure and manage the significant risks facing the Company. It also oversees strategic planning generally and recommends new lines of business and the budget to our Board.

The RCP Committee held eight (8) meetings during the fiscal year ended December 31, 2024.

BOARD LEADERSHIP STRUCTURE

The Board is committed to having a sound governance structure that promotes the best interest of Hanmi stockholders. Our leadership structure includes the following principles:

•

We believe that annual elections hold the directors of the Board more accountable to our stockholders.

•

All of the current directors are independent, except for Bonita I. Lee, our President and Chief Executive Officer. The Board has affirmatively determined that the other directors nominated for re-election are independent under applicable SEC and Nasdaq corporate governance rules.

•

We have separated the positions of the Chairman of the Board and Chief Executive Officer to ensure the independence of the Chairman. The Chairman focuses on board oversight responsibilities, strategic planning and mentoring Company officers. The Chairman also periodically represents the Bank at public functions. John J. Ahn

serves as the Chairman. The Chief Executive Officer focuses on the development and execution of Company strategies.

•

We also maintain a Vice Chairman of the Board, who is an independent director exercising all the powers and discharging all the duties of the Chairman of the Board in such circumstances before a Chairman is appointed or a sitting Chairman is absent or becomes disabled. David L. Rosenblum serves as Vice Chairman.

•

We believe the Board structure serves the interests of the stockholders by balancing the practicalities of running the Company with the need for director accountability.

BOARD’S ROLE IN RISK OVERSIGHT

The Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organization objectives in the areas of strategy, operations, reporting and compliance. The Board recognizes that these objectives are important to improve and sustain long-term performance and stockholder value. A fundamental part of risk management is not only identifying the risks the Company faces and the steps management is taking to manage those risks, but also determining what constitutes the appropriate level of risk based upon the Company’s activities and risk appetite.

The RCP Committee goes through an extensive review of the enterprise risk assessment on a quarterly basis with the guidance of the RCP Committee Chairperson and the Bank’s Chief Risk Officer. The risk assessment is also reviewed by the Board quarterly. In this process, risk is assessed throughout the Company by focusing on the following ten (10) areas: credit, liquidity, market, operational, compliance, human resources / legal, reputational, strategic, information technology and security, and capital. Risks that simultaneously affect different parts of the Company are identified, and an interrelated assessment is made.

While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the RCP Committee assists the Board in fulfilling its oversight responsibility with respect to regulatory, compliance, operational risk and enterprise risk management issues that affect the Company, and works closely with the Company’s legal and risk departments. The RCP Committee also oversees risks associated with the short- and long-term direction of the Company and ensures ongoing Board involvement and oversight of the Company’s strategic plan. The Audit Committee helps the Board monitor financial risk and internal controls from a risk-based perspective, and oversees compliance and the annual audit plan. Reports from the Company’s internal audit department are also reviewed by the Audit Committee.

In overseeing compensation, the CHR Committee ensures that incentives encourage a conservative level of risk-taking behavior consistent with the Company’s business strategy and are in compliance with all laws and the Interagency Guidance on Incentive Compensation. The NCG Committee oversees the Code of Business Conduct and Ethics and conducts an annual assessment of corporate governance policies and any potential risk associated with governance and related party matters.

The Bank also has two other board committees that oversee risk. The Loan and Credit Policy Committee (the “LCP Committee”) oversees credit risk by identifying, monitoring, and controlling repayment risk associated with the Bank’s lending activities. The LCP Committee evaluates the Bank’s loan portfolio for optimized risk-adjusted profitability and ensures management is handling credit risk appropriately and in compliance with approved policies and procedures. The Asset Liability Management Committee oversees the process for managing the Bank’s interest rate, liquidity, and similar market risks relating to the Bank’s balance sheet and associated activities. The committee reviews the Bank’s investment portfolio on a regular basis to confirm that the risk level remains acceptable and consistent with the approved portfolio objectives, and ensures current market values are aligned with the investment policy.

The Board is committed to protecting personal and financial information, and devotes a significant amount of time to information security and cybersecurity risks. Members of the RCP Committee receive regular reports from the Chief Risk Officer related to information technology and information security to fulfill its role of assisting management in identifying, assessing, measuring and managing certain risks facing the Company.

The Bank’s Information Security Officer meets at least quarterly with the RCP Committee to provide updates on cybersecurity and information security risk, and the Board annually reviews and approves our Information Security Program and Information Security Policy. The RCP Committee engages in key decisions to help set the direction for information security strategy, as well as to understand and prioritize information security capabilities and associated risk remediation.

The Executive IT Steering Committee is an internal Bank committee created to ensure that members of executive management overseeing multiple business units actively understand information security protections and associated risks.

The Information Security Officer presents quarterly cybersecurity reports to the Executive IT Steering Committee. In addition, the Bank purchases cyber liability and other insurance to protect against cybersecurity risks.

CONSIDERATION OF DIRECTOR NOMINEES

The NCG Committee believes that the Board should encompass a broad range of talent, skill, knowledge, experience, diversity and expertise enabling it to provide sound guidance with respect to Hanmi’s operations and interests. In addition to considering a candidate’s background and accomplishments, candidates are reviewed in the context of the current composition of the Board and the evolving needs of Hanmi’s business. Our Board has identified certain core competencies that its directors should possess, including: broad experience in business, finance, accounting, risk management, strategic planning, marketing or administration; familiarity with national and international business matters; familiarity with the Company’s industry; and the ability to understand the Company’s business. In addition to possessing one or more of these core competencies, the members of our Board should have and demonstrate personal qualities such as integrity, leadership, community prominence and a strong reputation. The experience, skills and qualifications contributed by each of our directors should diversify and complement the core competencies of our collective Board.

The NCG Committee seeks directors with a strong reputation and experience in areas relevant to the strategy and operation of Hanmi’s business, particularly industries and growth segments that Hanmi operates in, such as the banking and financial services industry, as well as key geographic markets and customer segments. The NCG Committee annually reviews the individual skills and characteristics of the directors, as well as the composition of the Board as a whole. This assessment includes a consideration of independence, diversity, age, skills, expertise and industry background in the context of the needs of the Board and Hanmi.

The Board conducts an annual evaluation to determine whether the Board and its committees are functioning effectively. The NCG Committee oversees the evaluation method and criteria for the Board’s annual evaluation of the composition, competence and performance of the Board and its committees. The NCG Committee may retain consultants or advisors to assess the performance and effectiveness of the Board, its committees and each individual director.

The results of any self-evaluations, peer evaluations or evaluations by any consultant or advisor are submitted to the Board. The Board then takes appropriate action based on the Board’s assessment and performance evaluations. The Board and director evaluation process considers the best interests of Hanmi, its Board, employees, customers and stockholders. The assessment includes director succession planning and expected future needs of the Board and the Company, so as to ensure that Board effectiveness is not diminished during periods of transition.

Board Composition

The Corporate Governance Guidelines require the NCG Committee to consider diversity when reviewing the qualifications of candidates to the Board. The NCG Committee seeks to nominate members with diverse backgrounds, skills, professional and industry experience, and other personal qualities, attributes and perspectives that will help ensure a strong and effective governing body that, as a whole, reflects the current and anticipated needs of our Board and Company and can provide oversight responsibility to our stockholders. Our board is currently comprised of eleven directors, four of whom are female and seven of whom are of Asian descent. We believe the diverse composition of our board is a competitive advantage. The knowledge, experience and viewpoints espoused by our directors lead to more meaningful, strategic decisions and leads to meaningful and innovative discussions to better serve our stakeholders.

Director Nominee Qualifications and Experience

Our director nominees also bring diversity of thought and experience through their varied backgrounds and skillsets:



SKILLS & EXPERTISE


Relevant Senior Leadership or Executive Officer Role	●	●	●	●	●	●	●	●	●	●	●

Financial Expertise (Financial Reporting and Internal Controls)	●		●	●	●		●	●	●	●	●

Knowledge of Company’s Business or Industry	●	●	●	●	●	●	●	●	●	●	●

Social and Corporate Governance	●		●	●	●	●	●	●		●	●

Risk Oversight and Management		●		●	●	●	●	●	●		●

Information Technology, Cybersecurity and Privacy										●	●

Capital Markets (Investments, Mergers & Acquisitions)	●	●		●	●	●	●	●		●	●

Stockholder Recommendations

The NCG Committee will consider stockholder recommendations for director nominees. The Board of Directors may choose not to consider an unsolicited recommendation if no vacancy exists and the Board does not perceive a need to increase the

size of the Board of Directors. Such notices must be submitted in writing to Hanmi Financial Corporation, 900 Wilshire Boulevard, Suite 1250, Los Angeles, California 90017, Attention: Corporate Secretary. Such notices also must comply with other requirements set forth in the Company’s Bylaws and be received by the Corporate Secretary within the deadlines provided below under “Stockholder Proposals for the 2026 Annual Meeting.”

In identifying and evaluating director candidates, the NCG Committee will solicit and receive recommendations, and review qualifications of potential director candidates. The NCG Committee may also use search firms to identify director candidates when necessary. To enable the NCG Committee to effectively evaluate director candidates, the NCG Committee may also conduct appropriate inquiries into the backgrounds and qualifications of director candidates, including reference checks. The NCG Committee will consider director candidates recommended by stockholders utilizing the same criteria as candidates identified by the NCG Committee.

COMMUNICATIONS WITH THE BOARD

Our Board has a process for stockholders to send communications to directors. Hanmi’s stockholders and interested parties may send communications to our Board by writing to our Board at Hanmi Financial Corporation, 900 Wilshire Boulevard, Suite 1250, Los Angeles, California 90017, Attention: Board of Directors. All such communications will be relayed directly to our Board. Any interested party wishing to communicate directly with Hanmi’s independent directors regarding any matter may send such communication in writing to Hanmi’s independent directors at Hanmi Financial Corporation, 900 Wilshire Boulevard, Suite 1250, Los Angeles, California 90017, Attention: Chairman of the Board. Any interested party wishing to communicate directly with the Audit Committee regarding any matter, including any accounting, internal accounting controls, or auditing matter, may submit such communication in writing to Hanmi Financial Corporation, 900 Wilshire Boulevard, Suite 1250, Los Angeles, California 90017, Attention: Chairperson of the Audit Committee.

Correspondence may be submitted on an anonymous basis and submissions of complaints or concerns will not be traced. Confidentiality is a priority, and all communications will be treated confidentially to the fullest extent possible. For submissions that are not anonymous, the sender may be contacted in order to confirm information or to obtain additional information. The Company reserves the right not to forward to Board members any abusive, threatening or otherwise inappropriate materials.

DIRECTOR COMPENSATION

The following table sets forth certain information regarding compensation paid to persons who served as outside (or non-employee) directors of Hanmi for the fiscal year ended December 31, 2024:


Name	Fees Earned or Paid in Cash			Stock Awards(1)			Total

John J. Ahn		$	95,000		$	65,004		$	160,004

Christie K. Chu		$	69,000		$	65,004		$	134,004

Harry H. Chung		$	67,500		$	65,004		$	132,504

Gloria J. Lee		$	59,000		$	65,004		$	124,004

James A. Marasco		$	49,583		$	65,004		$	114,587

David L. Rosenblum		$	90,500		$	65,004		$	155,504

Thomas J. Williams		$	70,500		$	65,004		$	135,504

Michael M. Yang		$	64,000		$	65,004		$	129,004

Gideon Yu		$	59,000		$	65,004		$	124,004

(1)

On May 22, 2024, the Company granted 4,040 shares of restricted stock to each non-employee director, which vest one year from the grant date. The grant date fair value is based on the closing price of the Company’s stock on the grant date, which was $16.09, in accordance with FASB ASC Topic 718. At December 31, 2024, each of the current independent directors, with the exception of Ms. Ball, had 4,040 restricted shares outstanding and no stock options outstanding. Ms. Ball had no outstanding restricted shares or stock options.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Following the annual review of a director compensation study conducted by the Company’s independent compensation consultants, the Board of Directors unanimously confirmed the following director compensation plan design. The Company provides its non-employee directors an annual cash retainer of $42,500 for service on the Board. In addition, members of committees receive additional annual cash retainers as follows:





Audit Committee	$	6,000


LCP Committee	$	5,000


CHR Committee	$	4,000


NCG Committee	$	2,500


RCP Committee	$	5,000


Asset Liability Management Committee	$	3,000

The Chairman of the Board receives an additional annual cash retainer of $40,000. The Vice Chairman of the Board receives an additional annual cash retainer of $20,000. The chairs of each committee receive an additional annual cash retainer, as follows:





Audit Committee	$	12,000


LCP Committee	$	9,000


CHR Committee	$	9,000


NCG Committee	$	9,000


RCP Committee	$	10,000


Asset Liability Management Committee	$	9,000

In addition, the directors receive an annual grant of restricted stock in the second quarter of the year. For 2024, the value of the restricted stock grant was $65,000, in line with updated market compensation data.

DIRECTOR STOCK OWNERSHIP GUIDELINES

Each director is encouraged to own shares of common stock of the Company at a level that demonstrates a meaningful commitment to the Company and the Bank, and to better align the director’s interests with the Company’s stockholders. A director’s stock ownership will be one of the factors considered in deciding whether to nominate or appoint a director to the Board of Directors of the Company.

All directors should acquire shares of the Company’s common stock valued at three times (3x) the annual retainer. Directors are expected to meet the ownership standards set forth herein within five years from their first day as a director. Once the guidelines are met, if the stock price decreases, the director will not be required to acquire additional shares. In addition to the stock ownership guidelines described above, each director who acquires shares of Company common stock through the exercise or vesting of a stock option, stock appreciation right or restricted stock will be required to retain fifty percent (50%) of the “net” shares acquired (net of tax impact that the exercise or vesting has on the individual) for at least twelve (12) months following the date of exercise or vesting, or such earlier time if the individual ceases to be a member of the Board as a result of death, disability, illness, resignation, termination or other reason.

As of December 31, 2024, all directors in office at the time had met the stock ownership guidelines with the exception of Director James A. Marasco who joined our Board in 2024 and Director Christine P. Ball who joined our Board in 2025.

PROPOSAL NO. 1 ELECTION OF DIRECTORS

Stockholders are being asked to elect eleven (11) director nominees for a one-year term. Subject to their earlier resignation or retirement, directors elected at the Annual Meeting will serve until the 2026 Annual Meeting of Stockholders and until their successors are elected and qualified. Our Board believes that each director nominee satisfies our director qualification standards and accordingly nominates: John J. Ahn, Christine P. Ball, Christie K. Chu, Harry H. Chung, Bonita I. Lee, Gloria J. Lee, James A. Marasco, David L. Rosenblum, Thomas J. Williams, Michael M. Yang and Gideon Yu.

BOARD OF DIRECTORS AND NOMINEES

Hanmi’s directors have a mix of experience and backgrounds, including those that started a business and grew it into a substantial entity, holding senior executive positions in large, complex organizations, or holding positions of importance within regulatory agencies. In those positions, they have also gained experience in core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, leadership development and, importantly, a deep understanding of our customers.

In addition to each director nominee’s professional experience, our Board believes that each director nominee has other key attributes that are important to an effective Board of Directors, such as: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion; diversity of origin, background, experience, and thought; and the commitment to devote significant time and energy to service on our Board and its committees.

None of the director nominees was nominated pursuant to any arrangement or understanding. There are no family relationships among the director nominees or the executive officers of Hanmi.

The following sets forth information with respect to the director nominees.

       
      John J. Ahn
 
Director since: 2014
 
Age: 60
 
Chairman of our Board
 
Board Committees:
NCG, RCP
 
      Experience
Mr. Ahn brings more than 30 years of experience in capital markets and financial advisory services to Hanmi. He is currently the founder and Chief Executive Officer of WhiteHawk Capital Partners, a middle market direct lending fund and SEC Registered Investment Advisor. Prior to his role at WhiteHawk, Mr. Ahn served as Chief Executive Officer of Great American Capital Partners, LLC, an SEC Registered Investment Advisor that originated and underwrote senior secured loans across a wide array of industries from 2015 to 2020. From 2004 to 2015, Mr. Ahn served as President of B. Riley & Co., a full-service investment banking firm providing corporate finance, research, sales and trading services, and asset management to corporate and institutional clients. Prior to joining B. Riley, Mr. Ahn held numerous leadership positions in the investment banking and sales and trading sectors. Mr. Ahn earned his B.A. degree in economics from Williams College.
Qualifications
Our Board believes that Mr. Ahn should serve as a director because of his extensive experience and background in investment banking, finance, strategic planning and his strong understanding of institutional investors.

       
      Christine P. Ball
 
Director since: 2025
 
Age: 67
 
Board Committees:
RCP
 
      Experience
Ms. Ball brings more than 35 years of experience in corporate, commercial and private banking. She has extensive experience with loan syndications, global credit risk, credit administration, and lending experience in a variety of industries. Prior to her departure in 2024, Ms. Ball served as Senior Vice President and Deputy Chief Credit Officer for City National Bank in Los Angeles, California. Before that role, she served as Senior Vice President and Division Credit Manager-Entertainment, from 2013 to 2022. She was a Senior Vice President at Wells Fargo Bank from 2008 until 2013, and a Senior Vice President for Wachovia Bank from 2006 until 2008. Ms. Ball has also served as board chair for the Weingart Center Association and was a prior board president of the Jack Kramer Tennis Club. Ms. Ball earned her B.A. degree in economics from the University of California, Davis and her M.B.A. degree in finance from the Johnson Graduate School of Management at Cornell University.
Qualifications
Our Board believes that Ms. Ball should serve as a director because of her extensive experience in sales and lending to diverse industry sectors, including as a senior credit adjudicator with authority up to $100 million. Ms. Ball's extensive experience in all aspects of credit, along with deep risk management expertise and direct experience with regulatory governance mandates, will enhance the board's ability to provide safe and sound oversight for Hanmi's various business growth initiatives.

       
      Christie K. Chu
 
Director since: 2015
 
Age: 60
 
Board Committees:
Audit, CHR, NCG
 
      Experience
Ms. Chu has served as the founder, President and CEO of CKC Accountancy Corporation, a tax management and financial consulting firm since 1996. Ms. Chu brings over 30 years of experience as a Certified Public Accountant.  Prior to CKC Accountancy Corporation, she was with KPMG, Ernst & Young, LLP, and Arthur Anderson & Co. She also served as a past President of the Korean American CPA Society of Southern California, where she has been a board member since 2004. Ms. Chu is a member and past Treasurer of the National Korean American Society of CPAs. She is also a current member of the California Society of Certified Public Accountants. She is a board member and Treasurer of the Pacific Southwest Chapter of the National Association of Corporate Directors (“NACD”), as well a board member of the Korean Senior & Community Center. Ms. Chu earned her B.A. degree in business and economics from the University of California, Los Angeles. She also completed the Director Education and Certification Program at the UCLA Anderson School of Management.
Qualifications
Our Board believes that Ms. Chu should serve as a director because of her extensive business and accounting background and experiences at several major accounting firms. Ms. Chu understands our core business customer and how to appeal to the next generation of business leaders and the Korean business community.

       
      Harry H. Chung
 
Director since: 2016
 
Age: 55
 
Board Committees:
Audit, CHR
 
      Experience
Mr. Chung brings over 30 years of experience in capital markets and financial services. He has served as the Chief Operating Officer and Chief Financial Officer of WhiteHawk Capital Partners since 2020. Mr. Chung served as Chief Operating Officer and Chief Financial Officer of Great American Capital Partners, LLC from 2017 to 2020. Prior to that role, Mr. Chung served as Chief Financial Officer of Breakwater Investment Management, a private investment firm based in Los Angeles, California specializing in direct debt and equity investments in leading lower middle market growth companies. Mr. Chung also served as the Chief Financial Officer of Imperial Capital, a full-service investment bank offering comprehensive services to institutional investors and middle market companies. He also has held numerous leadership positions at Jefferies and Company, Inc., a global investment bank. Mr. Chung earned his B.S. degree in accounting from the University of Illinois at Urbana-Champaign.
Qualifications
Our Board believes that Mr. Chung should serve as a director because of his experience in capital markets and financial services, including strategic planning and corporate development. Mr. Chung’s experience as a Chief Financial Officer has provided him with financial expertise that is valuable in his role as chair of the Audit Committee.

       
      Bonita I. Lee
 
Director since: 2019
 
Age: 62
 
Board Committees:
RCP 
 
      Experience
Ms. Lee has served as the President and Chief Executive Officer since May 2019. Prior to her promotion to Chief Executive Officer, she served as Senior Executive Vice President and Chief Operating Officer of Hanmi and Hanmi Bank since 2013. She was promoted to serve as our President in June 2018. Previously, she was the Senior Executive Vice President and Chief Operating Officer of BBCN Bank and BBCN Bancorp, Inc., where she was named Acting President and Chief Operating Officer from February 2013 to April 2013 and led an Executive Council carrying out the duties of the Chief Executive Officer during a management transition period at BBCN Bank. Prior to this, Ms. Lee served as director and Regional President of the Western Region for Shinhan Bank America from September 2008 to March 2009. Prior to joining Shinhan Bank America, she served as Executive Vice President and Chief Credit Officer at Nara Bank from April 2005 to September 2008, and as a member of the Office of the President from March 2006 to September 2008. Ms. Lee earned her B.S. degree in business administration from the University of Illinois at Chicago and completed an executive program in corporate strategy from the University of Chicago Booth School of Business.
Qualifications
Our Board believes that Ms. Lee should serve as a director because she brings to the Board her extensive experience in the Korean-American banking industry, her many successes in safely and profitably growing her organization, her business acumen and good relationship with the investors in the Korean-American community.

       
      Gloria J. Lee
 
Director since: 2021
 
Age: 47
 
Board Committees:
Audit, CHR, NCG
 
      Experience
Ms. Lee has served as the Client Relations Partner for Rutan & Tucker, LLP, a full-service law firm in California, since 2014. She is the Chair of the firm’s Business Development Committee and is responsible for the strategic growth of business development opportunities and the implementation of client relationship initiatives for the firm. Before taking on this role, Ms. Lee was a transactional real estate attorney from 2004 through 2013 at various Southern California firms, focused on representing borrowers and lenders on the financing of commercial real estate properties. In April 2020, Ms. Lee co-founded Kwell Laboratories LLC, the exclusive United States distributor, manufacturer and clinical trial sponsor for a leading South Korean biotech company. Ms. Lee is a Venture Partner of Ethos Fund, a venture capital fund investing in pre-seed technology companies in the U.S. and Southeast Asia. Ms. Lee serves on numerous non-profit boards, including Olive Crest a national organization supporting children in crisis. She is a past board member  of the Council of Korean Americans, and  a past President of the Orange County Asian American Bar Association. In 2018, Ms. Lee was awarded the California Minority Council Emerging Diversity Leader Award for her contributions promoting diversity within the legal profession and in 2017 was selected by the California Diversity Council as one of Southern California’s Most Powerful and Influential Women. Ms. Lee received her B.A. and M.A., with distinction, from Stanford University and her J.D. from the University of California, Berkeley School of Law.
Qualifications
Our Board believes that Ms. Lee should serve as a director because of her business development and real estate experience, as well as her focus on diversity, which we believe will enable her to positively contribute to Hanmi’s continued growth and development.

       
      James A. Marasco
 
Director since: 2024
 
Age: 64
 
Board Committees:
CHR, RCP 
 
      Experience
Mr. Marasco brings over 35 years of experience in commercial lending and financial services to the Company. In 2025, he retired from serving as the Head of Originations at Gibraltar Business Capital, a national middle market direct lender headquartered in Northbrook, Illinois. He also was an independent director for Gibraltar from 2021 to 2023. From 2021 to 2022, Mr. Marasco was Strategic Advisor for Crescent Capital Group, L.P., a Los Angeles-based asset manager, which had over $40 billion in assets under management at that time. From 1989 to 2021, Mr. Marasco held numerous leadership positions in originations and capital markets at Wells Fargo Capital Finance, a division of Wells Fargo and Company. He was a member of its senior credit committee for its asset-based lending and specialty businesses and served on the company’s administrative, management, and operating committees. Mr. Marasco also serves on the board of Great American Holdings LLC, as the chair of its compensation committee. Mr. Marasco earned his B.A. degree in accounting from Michigan State University.
Qualifications
Our Board believes that Mr. Marasco should serve as a director because of his experience in a variety of credit and lending facilities. Further, Mr. Marasco’s broad banking experience as an executive at Wells Fargo will enable him to positively contribute to the growth of Hanmi and its product lines.

       
      David L. Rosenblum
 
Director since: 2014
 
Age: 72
 
Vice Chairman of our Board
 
Board Committees:
Audit, CHR, RCP 
 
      Experience
Mr. Rosenblum is retired and is a former Senior Principal at Deloitte Consulting LLP (1979 to 2013), where he was the National Managing Director of Consulting Corporate Development and a key leader of the Strategy & Operations practice. Mr. Rosenblum is a member of Sage Partners, LLC, a strategic advisory firm, and is also an operating partner of Interlock Equity LP, a private equity firm focused on mid- and lower-mid market businesses, including technology services and healthcare firms. Mr. Rosenblum currently is a board member of Apply Digital, an Interlock Equity portfolio company. He is also a director of the Library Foundation of Los Angeles, where he chairs the Finance Committee and is a member of the Executive Committee. He is Chair-Emeritus of the Pacific Southwest Chapter of the National Association of Corporate Directors (“NACD”) and previously served on the board of Deloitte Consulting, LLP and as a trustee of Wesleyan University. Mr. Rosenblum earned his B.A. degree in economics from Wesleyan University and his M.B.A. degree in finance from the Wharton School at the University of Pennsylvania.
Qualifications
Our Board believes that Mr. Rosenblum should serve as a director because of his strategic planning, mergers and acquisitions, and corporate development experience in assisting financial institutions. In addition, his experience with NACD demonstrates his deep knowledge regarding best practices in running our Board.

       
      Thomas J. Williams
 
Director since: 2016
 
Age: 62
 
Board Committees:
Audit, RCP 
 
      Experience
Mr. Williams brings over 30 years of experience in bank regulation and the broader banking industry. Specifically, Mr. Williams brings extensive experience across a broad range of risk and lending activities. Prior to his retirement in May 2015, Mr. Williams served as Senior Vice President and Chief Risk Officer at BofI Federal Bank, overseeing all risk and control-related functions. Before that role, he served as Executive Director of Commercial Credit Review at Capital One and Director of Regulatory Relations at Silicon Valley Bank. Earlier in his career, Mr. Williams spent five years as Principal Examiner at the Federal Reserve Bank of San Francisco and ten years as a National Bank Examiner with the Office of the Comptroller of the Currency. Mr. Williams earned his B.S. degree in economics from the University of South Dakota.
Qualifications
Our Board believes that Mr. Williams should serve as a director because of his broad-based regulatory experience and expertise. In the present regulatory environment, we believe Mr. Williams’ strength in risk management is critical to assisting with the safe and sound operation of the Bank.

       
      Michael M. Yang
 
Director since: 2016
 
Age: 63
 
Board Committees:
Audit, CHR, NCG
 
      Experience
Mr. Yang brings over 35 years of experience as a successful technology entrepreneur and investor. He is currently the Founder and CEO of Michael Yang Capital Management, LLC, an investment management company that invests in public equities of disruptive technology companies. Prior to his current role, Mr. Yang was Co-Founder and CEO of three technology start-ups that were sold to larger enterprises at significant premiums, including mySimon.com Inc., which was acquired by CNET. Mr. Yang began his career at Xerox Corporation and Samsung Electronics Co., Ltd., where he held positions of increasing responsibility in engineering, marketing and management. Mr. Yang earned his B.S. degree in electrical engineering and computer science from the University of California, Berkeley, his M.S. degree in computer science from Columbia University, and his M.B.A. degree from the Haas School of Business, University of California, Berkeley. He served as the founding chairman of the Council of Korean Americans, a national non-profit organization that advocates for the Korean-American community, and he served on the Board of the Stanford Institute of Economic Policy Research at Stanford University.
Qualifications
Our Board believes that Mr. Yang should serve as a director because of his executive experience in leading companies for growth, as well as his strategic planning, mergers and acquisitions, technological knowledge and strong ties to the Korean-American community.

       
      Gideon Yu
 
Director since: 2021
 
Age: 54
 
Board Committees:
NCG, RCP
 
      Experience
Mr. Yu has over 30 years of experience as a finance executive, investor and advisor specializing in venture capital, technology and media companies. Mr. Yu is currently a co-owner and the former president of the San Francisco 49ers. Mr. Yu holds the distinction of being the first person of color to serve as President of any team in the history of the National Football League. Mr. Yu previously served as the Chief Financial Officer of both Facebook and YouTube. Mr. Yu was also a General Partner at Khosla Ventures, a venture capital firm focused on early-stage technology companies, where he led the firm’s investment in Square, Inc., a leading fintech company, and was its first outside board member. Mr. Yu also held finance and strategy positions with Yahoo!, The Walt Disney Company, Hilton Hotels Corporation and DLJ. Mr. Yu currently serves on the Board of Directors of the PGA of America, the Monterey Bay Aquarium and the Council of Korean Americans. Mr. Yu earned his B.S. degree in Industrial Engineering and Engineering Management from Stanford University and received an M.B.A. degree from Harvard Business School.
Qualifications
Our Board believes that Mr. Yu should serve as a director because of his executive experience in the finance and technology sectors, as well as his strategic views on digital growth opportunities. We believe Mr. Yu’s experience with managing strategy and risk in a high-growth environment will positively contribute to the development of Hanmi as a leader among regional community banks.

The director nominees receiving a majority of the votes cast, in uncontested elections, will be elected. If an incumbent director is not elected by a majority of votes cast, in an uncontested election, the incumbent director will tender his or her resignation to the Board for consideration. In contested elections, the Company will use plurality voting. Each director nominee has indicated their willingness to serve on our Board. Each proxy will be voted “FOR” the election of such director nominees unless instructions are given on the proxy to vote “AGAINST” such director nominees. In the event a director nominee is unable to serve, your proxy will be voted for an alternative director nominee as determined by our Board. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board of Directors. At this time, our Board knows of no reason why any of the nominees might be unable to serve.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE

“FOR” EACH OF THE ELEVEN (11) DIRECTOR NOMINEES

EXECUTIVE OFFICERS

The following sets forth information with respect to the executive officers of the Company. None of the executive officers of the Company were hired pursuant to any arrangement or understanding. There are no family relationships among the directors or the executive officers.



Name	Age	Experience and Qualifications

Bonita I. Lee President and Chief Executive Officer (“CEO”); Director	62	For Ms. Lee’s experience and qualifications, see Board of Directors and Nominees beginning on page 15.
Romolo C. Santarosa Senior Executive Vice President and Chief Financial Officer (“CFO”)	68	Mr. Santarosa has served as Senior Executive Vice President and Chief Financial Officer of Hanmi and Hanmi Bank since November 2015, after joining in June 2015, and brings more than 30 years of experience in banking and financial services. Over his career, he has been responsible for leading and directing growth strategies, cost reduction and process improvement initiatives, technology implementations and capital management. Prior to his tenure with Hanmi and Hanmi Bank, he held executive leadership positions in several West Coast and East Coast financial institutions. Mr. Santarosa is a Certified Public Accountant (inactive) in New York and Connecticut, was an Audit Senior Manager with Price Waterhouse and earned his B.S. degree in accounting with a minor in mathematics from Ithaca College. Mr. Santarosa serves as chairman for the City of Rancho Palos Verdes Planning Commission and as a director and chairman of the Audit Committee for the Greater Los Angeles Area Council of the Boy Scouts of America.
Anthony Kim Senior Executive Vice President and Chief Banking Officer (“CBO”)	57	Mr. Kim has served as Senior Executive Vice President and Chief Banking Officer since April 2023; previously he was Executive Vice President and Chief Banking Officer since January 2020. He joined Hanmi Bank as Executive Vice President and Chief Lending Officer in September 2013, and served in that capacity until his promotion. Prior to his tenure with Hanmi Bank, he was Senior Vice President and District Manager at BBCN Bank for five years. Mr. Kim has over 25 years of banking experience, with significant expertise in commercial and retail banking. Mr. Kim earned his B.A. degree in business administration from California State University and is a graduate of Pacific Coast Banking School.
Matthew D. Fuhr Executive Vice President and Chief Credit Officer (“CCO”)	62	Mr. Fuhr has served as Executive Vice President and Chief Credit Officer of Hanmi Bank since April 2023. He previously served as Executive Vice President and Chief Credit Administration Officer of Hanmi Bank since March 2017, and Senior Vice President and Deputy Chief Credit Officer from June 2015 until his promotion. Prior to his tenure with Hanmi Bank, he was Senior Vice President and Credit Administrator at Pacific Western Bank for 13 years. Earlier in his career, Mr. Fuhr served as a Commissioned Bank Examiner with the Federal Deposit Insurance Corporation. Mr. Fuhr earned his B.A. degree in business administration with emphasis in finance from the University of Northern Colorado.


Name	Age	Experience and Qualifications

Michael Du Executive Vice President and Chief Risk Officer (“CRO”)	52	Mr. Du has served as Executive Vice President and Chief Risk Officer since April 2024; previously he was Senior Vice President and Chief Risk Officer since joining Hanmi Bank in November 2019. He previously served as the Director of Internal Audit for Pacific Western Bank from June 2017 to November 2019 and Vice President of Risk Management for Unify Federal Financial Credit Union from May 2015 to June 2017. Mr. Du served in the United States Air Force/Reserves for over 25 years, and retired with the rank of Command Chief Master Sergeant. Mr. Du serves as a member of the California Bankers Association's Federal and State Government Relations Committees. He is a Certified Public Accountant and holds certifications in multiple risk and audit disciplines. Mr. Du earned his B.S. degree in accounting and a M.S. in business administration from California State universities, and completed an executive management program at the University of California, Los Angeles.
Joseph Pangrazio Senior Vice President and Chief Accounting Officer	66	Mr. Pangrazio joined Hanmi Bank in October 2021. Before joining the Company, Mr. Pangrazio has held accounting and finance positions for various financial institutions for over 25 years, most recently serving as the Senior Manager, Vice President of Accounting Controls and Reporting for Bank of the West in San Francisco, California from April 2015 until July 2021. Mr. Pangrazio is a Certified Public Accountant and started his career working for Arthur Anderson for four years. Mr. Pangrazio earned his B.A. degree in business administration, accounting from California State University, Fullerton and his M.B.A. degree from California Polytechnic State University, San Luis Obispo.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis (“CD&A”) describes our compensation philosophy, methodologies and our current practices with respect to the remuneration programs for our NEOs. The compensation programs applicable to our NEOs are established, evaluated and maintained by the CHR Committee. The CHR Committee is comprised entirely of independent directors as defined by the Nasdaq listing requirements and SEC regulations. The NEOs for the fiscal year ended December 31, 2024 were:

•

Bonita I. Lee: President and Chief Executive Officer (“CEO”)

•

Romolo C. Santarosa: Senior EVP and Chief Financial Officer (“CFO”)

•

Anthony Kim: Senior EVP and Chief Banking Officer (“CBO”)

•

Matthew D. Fuhr: EVP and Chief Credit Officer (“CCO”)

•

Michael Du: EVP and Chief Risk Officer (“CRO”)

2024 Financial and Strategic Highlights

In 2024, we delivered strong financial performance with a number of key accomplishments to advance our growth and diversification strategies. Our team navigated an evolving and dynamic market environment while maintaining focus on prudent credit administration and disciplined expense management. During the past year, we further strengthened and expanded our business, executing on our relationship-driven banking strategy. We made meaningful progress in advancing our Corporate Korea initiative, one of our core growth strategies, opening a Representative Office in Seoul, South Korea and bringing on new talent to support the initiative. Hanmi was able to achieve the following results during 2024.

      Operating Results,
Profitability and Value
Creation

•In line with our diversification strategy, we delivered 16% growth in our C&I loan portfolio, driven primarily by the strong contribution from our Corporate Korea initiative and the acquisition of new relationships throughout our network
 
•Net income decreased in 2024 to $62.2 million primarily due to a decrease in net interest income and increases in noninterest and credit loss expenses, reflecting the uncertain economic and operating environment
•New loan production was $1.2 billion, a decrease of 7.4%, or $96.0 million, from $1.29 billion for 2023, which we believe was commendable in the current environment
•Deposits were $6.44 billion, up 2.5% from 2023, driven by a 4.6% increase in noninterest-bearing deposits, which now account for 32.6% of our total deposits
•The efficiency ratio increased to 60.3% from 53.1% in 2023, primarily due to higher expenses and lower revenue
•Further improved asset quality with nonperforming assets as a percentage of total assets decreasing to 0.19% through our proactive monitoring of the loan portfolio and successful monitoring resolution efforts
•Dividends remained at $1.00 per share for 2024, reflecting both the Board’s confidence in our performance and the future growth potential of the Hanmi franchise
•Loans receivable, before the allowance for credit losses, were $6.25 billion at December 31, 2024, up slightly from $6.20 billion at December 31, 2023, an increase of 1.1%

Management Say-On-Pay Results and Stockholder Engagement

The CHR Committee evaluates the Company’s executive compensation programs in light of market conditions, stockholder views, market practices, and governance considerations, and makes changes as appropriate. As required by the Dodd-Frank Act, the Company seeks a non-binding advisory stockholder vote to approve the compensation of its NEOs. At our 2024 annual meeting, 94.6% of the stockholder vote cast in favor of the advisory say-on-pay proposal thereby approving the compensation of our NEOs. The CHR Committee viewed the approval by stockholders of the executive compensation program at such a strong level as evidence that a substantial majority of stockholders are aligned with our executive compensation program. The CHR Committee will continue to consider the results of the say-on-pay proposal when making future compensation decisions.

In 2024, the Company continued its efforts to engage with stockholders and invited fifteen stockholders, representing almost 60% of the outstanding shares to discuss executive compensation and other governance matters. We received responses from four of our investors who advised us that they did not seek to engage at this time and we had the opportunity to engage with two of our investors for introductory meetings with new governance teams. Throughout 2024, management and the Board continued to maintain open lines of communication with our stockholders. Any feedback received by management is reported to the Board and is taken into consideration with respect to ongoing oversight and decision-making activities. The Company and our directors welcome feedback from stockholders and potential investors. The CHR Committee and the Board are committed to our regular engagement outreach and will continue to consider any and all opinions raised by stockholders through the engagement process in determining future compensation matters.

Pay Program and 2024 Compensation Overview

The CHR Committee establishes and oversees the compensation practices, including the determination of base salary and annual and long-term incentives. The CHR Committee understands the importance of human capital management to our long-term success. We believe that our executive compensation practices are generally aligned with our peer market norms for quantum and design and align executive officers’ interests with those of stockholders, by emphasizing both annual and long-term incentives. Compensation plans are designed to encourage the achievement of strategic objectives, to create stockholder value, to recognize individual performance, and to allow the Company to effectively compete for, retain and motivate talented executives critical to our success.

The following table provides information regarding each of our compensation elements, whether such element is fixed or variable, and select compensation highlights for each element for 2024.

       
Element
 
Type
 
2024 Highlights

       
Base Salary

Fixed

When setting base salaries, the CHR Committee considers factors such as experience, responsibilities, job performance, and market compensation information.
 
In 2024, the CHR Committee made no changes to base salaries for all NEOs based on Company performance in 2023 and in order to ensure all non-executive employees received their full merit increase for 2024.

       
Short-Term
Cash Incentive
Compensation
(Annual Incentive
Plan)

Variable

      The Company maintains a performance-based annual cash incentive plan for the NEOs, which is contingent on the achievement of pre-established financial results for the Company and individual performance objectives tied to each NEO’s specific role and responsibilities. The financial performance metrics have threshold, target and maximum goals to further align pay with performance.
 
As in years past, the CHR Committee established target incentive award opportunities for each NEO and assessed performance relative to the  established goals. Total performance on the corporate annual incentive goals in 2024 was just above target, reflecting our success in building lasting relationships with our customers and progress on our key growth initiatives.

       
Element
 
Type
 
2024 Highlights

       
Long-Term Equity
Incentive Awards 
 
Variable

      The CHR Committee, in its discretion, determines equity grants for the NEOs after considering each executive’s performance, previous grant history, stock ownership level, comparison to our peer group, and retention needs.
 
•In 2024, the long-term incentive award program for NEOs used an estimated mix of 45% time-based restricted stock, and 55% performance-based restricted stock units. 
•The time-based restricted stock vest in three equal annual installments beginning on the first anniversary of the date of grant. 
•The performance-based restricted stock units vest at the end of the three-year performance period based on the Company’s Total Shareholder Return (“TSR”) relative to companies in the KBW Regional Banking Index over the three-year performance period. No shares will be issued unless the Company’s TSR is positioned at or above the 35th percentile for the three-year performance period.

Governance

The Company is committed to pay for performance and sound compensation and governance practices, including the following:


What We Do		The majority of total executive compensation opportunity is at-risk, as a substantial portion is tied to performance goal achievement.
		The allocation of incentives among the annual incentive plan and long-term equity awards incentivizes performance to reach shorter-term goals without over-emphasizing short-term performance at the expense of achieving long-term goals.
		Maintain stock ownership guidelines that apply to our CEO and CFO and our directors to ensure meaningful levels of stock ownership.
		To ensure that no single measure affects compensation disproportionately, the Company utilizes a diverse set of financial and operational performance goals in the design of our compensation program.
		To provide information and advice for use in CHR Committee decision-making, our CHR Committee has engaged an independent compensation consultant that reports directly to the CHR Committee.
		In making compensation decisions, the CHR Committee references a peer group of similarly sized banks and updates this peer group periodically as deemed necessary.
		The Company maintains a clawback policy to recoup cash and equity-based incentives paid to executive officers earned based on a material error in the financial statements
What We Don’t Do	✘	We don’t allow executive officers and directors to pledge shares of Company stock or engage in hedging transactions. Engaging in hedging or short sale transactions in Company securities are prohibited.
	✘	No dividends are accrued or paid on unvested shares of performance-based awards.
	✘	No excise tax gross ups in employment agreements or other arrangements.

2024 Target Pay Mix

The pay mix afforded to our executive officers in 2024 supports the core principles of our executive compensation philosophy that are intended to align executive officers’ interests with those of stockholders, by emphasizing both annual and long-term incentives. While the CHR Committee does not target a specific pay mix by design, it does establish short- and long-term incentive opportunities that are aligned with typical practices for similarly situated executives at banks of our size. These incentive opportunities ensure that a significant portion of each executive’s potential compensation is “at-risk” or variable and conditioned on the achievement of corporate and individual performance goals set by the CHR Committee. In addition,

the substantial use of equity awards, such as restricted stock and performance-based restricted stock units, ensures and that a significant portion of each executive’s potential compensation aligns with the long-term financial outcomes experienced by our stockholders. The target pay mix for our CEO and other NEOs, on average, is shown in the charts below. Target pay mix includes 2024 base salary, 2024 Annual Incentive Plan target, and the grant date fair value of equity awards granted in 2024.

Compensation Objective and Philosophy

The CHR Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the CHR Committee uses multiple reference points when establishing targeted compensation levels. The CHR Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader market. Instead, the CHR Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning. All decisions are made in consideration of the key goal of aligning executive pay and performance.

The policies and underlying philosophy governing the Company’s executive compensation program, as endorsed by the CHR Committee and the Board of Directors, are designed to accomplish the following:

•

Maintain a compensation program that is equitable in a competitive marketplace.

•

Provide opportunities that integrate pay with the Company’s annual and long-term performance goals.

•

Align NEO compensation with the Company’s performance.

•

Manage the risk profile of the Company by aligning risk mitigation within the performance of individual and Company-wide goals.

•

Encourage achievement of strategic objectives and the creation of stockholder value.

•

Recognize and reward individual initiative and achievements while managing risk.

•

Maintain an appropriate balance between base salary and short- and long-term incentive opportunities.

•

Attract, retain and motivate talented executives and other key employees critical to the Company's success, consistent with its compensation philosophy.

•

Effectively engage institutional stockholders. Hanmi values our stockholders and works to have open two-way communication on matters of importance. We proactively seek out our stockholders’ opinions, as appropriate.

•

Establish bonus and equity plans subject to “clawback” in the event of material inaccurate financial statements or materially inaccurate performance metric criteria resulting in the payment of excess incentive compensation.

•

Foster an ownership culture among the CEO, CFO and the directors through minimum stock ownership guidelines.

Compensation Determination Process

Role of CHR Committee

The CHR Committee is responsible for the creation, implementation, and administration of the overall compensation program for the CEO and other senior executive officers. The CHR Committee takes into consideration the recommendations of the CEO for executive officers, other than the CEO, as well as considering and making recommendations concerning compensation, benefit plans, and implementation of sound personnel policies and practices Company wide. The CHR Committee has the following responsibilities:

•

Review of the overall human resource development and compensation strategy for the CEO, executive officers, and directors.

•

Lead the Board in its annual review of executive management’s performance.

•

Evaluate CEO performance, set annual goals and evaluate total compensation, and recommend compensation to the Board.

•

Evaluate compensation recommendations from the CEO for other NEOs.

•

Evaluate the annual executive incentive compensation plan in light of participation, goals and budgetary considerations.

•

Review broad-based incentive compensation plans to ensure compliance with regulations and laws.

•

Administer the Company’s long-term incentive program.

•

Oversee the application of the Company’s Clawback Policy, as necessary.

•

Periodically conduct a risk assessment of the Company’s compensation plans and programs.

The CHR Committee approves compensation for all NEOs other than the CEO. The CHR Committee recommends all compensation decisions related to the CEO to the full Board of Directors. The full Board has ultimate responsibility for determining the compensation of our CEO, after considering the recommendation from the CHR Committee.

Role of Compensation Consultant

In 2024, the CHR Committee retained the services of Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), to provide executive compensation consulting services. Aon helped facilitate the executive officer compensation process, including the creation of a compensation peer group for comparing our NEOs’ compensation to the market. Aon reported directly to the CHR Committee, who has the authority, in its sole discretion, to retain any adviser to assist in the performance of its duties or to terminate any advisor to the CHR Committee. The CHR Committee determined that Aon is independent and that there is no conflict of interest resulting from retaining Aon during 2024, after taking into account the factors set forth in the SEC rules.

Role of Management

Management assists the CHR Committee in recommending agenda items for its meetings and by gathering and producing information for these meetings. The CEO and other executive officers may participate in CHR Committee meetings to provide background information and other requested items but are not present during the voting or discussions of their own compensation. The CEO provides recommendations to the CHR Committee for the other NEOs regarding compensation, performance goals, and other employment-related matters, such as hiring, promotions, terminations or severance payments. The CHR Committee considers the CEO’s recommendations but retains authority to approve or recommend to the Board of Directors compensation decisions to be approved.

Peer Group

In March 2024, the CHR Committee worked with Aon to construct a peer group of banking companies with assets at the time of selection generally between $4.0 and $16.0 billion that have similar business models and that are likely to compete with Hanmi for executive talent. The peer group was modified from 2023 to reflect peer asset size changes and acquisitions. Banc of California was removed due to its merger with PacWest Bancorp and two new peers were added, Brookline Bancorp and Kearny Financial Corp., to maintain at least 20 appropriate peers and to manage Hanmi’s positioning near the median based on asset size. The CHR Committee primarily used the 2024 peer group to help set the 2024 compensation program

for the CEO and CFO, but the 2023 peer group was also used as reference point for the compensation for the other NEOs. Although the decisions regarding the compensation levels are guided by the information provided from the peer group and market survey data, the CHR Committee does not commit to setting our executive pay levels at any particular percentile of the peer group. The CHR Committee also takes into account the prevailing economic environment, individual performance, experience and the current financial condition of Hanmi. The 2024 peer group was as follows:


Bank of Marin Bancorp		National Bank Holdings Corp.
Brookline Bancorp, Inc.		Peapack-Gladstone Financial Corp.
Central Pacific Financial Corp		Preferred Bank
ConnectOne Bancorp, Inc.		RBB Bancorp
CVB Financial Corp.		Sierra Bancorp
Farmers & Merchants Bancorp		Southside Bancshares, Inc.
First Foundation Inc.		Stellar Bancorp
Flushing Financial Corp.		TriCo Bancshares
Heritage Commerce Corp		Triumph Financial, Inc.
Heritage Financial Corp.		Westamerica Bancorporation
Kearny Financial Corp.

2024 Pay Components and Compensation Decisions

Base Salary

Annual base salaries are the fixed portion of our NEOs’ cash compensation and are intended to reward the day-to-day aspects of their roles and responsibilities and to reflect the value that they bring to the Company. Our NEOs’ annual salaries are established after taking into account several factors including the executive’s experience, responsibilities, management abilities, job performance and market compensation information.

Pay adjustments, if any, are generally made annually, after reviewing overall Company performance, individual performance, the affordability of the increases, and the factors discussed in the paragraph above. In 2024, the CHR Committee did not make any change to the base salaries for any of the NEOs based on Company performance in 2023 and to ensure all non-executive employees received their full merit increase for 2024.

The table below shows the NEOs’ annual base salaries in 2023 and 2024. The CHR Committee believes that the 2024 base salaries of Hanmi’s NEOs are competitive with companies of similar size, including those in the peer group.


Name	Title	2023 Base Salary		Increase Percentage			2024 Base Salary
Bonita I. Lee	President & CEO	$	780,000		0	%	$	780,000
Romolo C. Santarosa	Sr. EVP & CFO	$	480,000		0	%	$	480,000
Anthony Kim	Sr. EVP & CBO	$	360,000		0	%	$	360,000
Matthew D. Fuhr	EVP & CCO	$	314,609		0	%	$	314,609
Michael Du	EVP & CRO	$	268,667		0	%	$	268,667

Short-Term Cash Incentives – Annual Incentive Plan (“AIP”)

In accordance with Hanmi’s compensation philosophy, a significant portion of the compensation of our NEOs is performance-based and payable only if pre-established Company and individual performance objectives are achieved. For each NEO, target AIP bonuses are stated as a percentage of annual base salary. The target AIP bonuses payable to the NEOs for 2024 performance were, as a percentage of their respective annual base salary, as follows: Ms. Lee – 75%, Mr. Santarosa – 50%, Mr. Kim – 45%, Mr. Fuhr – 45%, and Mr. Du – 30%. The 2024 target opportunities were unchanged from 2023.

The CHR Committee reviews performance against pre-established financial and non-financial goals on an annual basis to determine the short-term cash incentive compensation of our NEOs. Awards under the AIP are substantially based on formulaic scorecard results across weighted performance categories. The CHR Committee reviewed and approved scorecards for each NEO to be used for 2024 performance, which are summarized in the tables below. Payments under the AIP are contingent upon the achievement of pre-established goals relating to objective Company financial metrics for

all NEOs, and upon the goals specific to each NEO’s area of responsibility. Each of the metrics has an assigned weight and the CHR Committee established threshold, target, and maximum performance levels for each of the Company financial metrics.

In 2024, the CHR Committee set the threshold payout at 50% of each NEO’s target opportunity upon attaining a threshold level of all the metrics, a target payout of 100% upon attaining 100% of the target level of all the metrics, and a maximum payout of 150% of the target opportunity upon attaining certain maximum performance levels. Payouts are interpolated on a straight-line basis for achievement for a particular performance metric between these three levels of performance. If performance falls below the threshold level for any performance metric, no payment is earned.

The measurements in the AIP for all NEOs are based on the approved 2024 budget in the strategic plan. For 2024, all NEOs were allocated certain weightings of three corporate financial measures: return on average assets (“ROAA”), non-performing assets to total assets (“NPA/Assets”), and efficiency ratio.

In early 2024, the CHR Committee set target performance for the financial goals for each NEO under the AIP at levels it considered challenging but with a reasonable likelihood of being achieved and that represented strong levels of performance based on our business outlook, estimated general economic conditions, and our budget for 2024 contained in the strategic plan, which was approved by the Board in 2023. The 2024 goals were established based on the expectation that 2024 performance results would be lower than 2023 because of the anticipated increasing interest rate environment in 2024, the uncertain economic environment impacting revenue, continued increases in expenses due to inflation, and deposit pricing pressure from efforts to retain core deposits.

As shown in the table below, ROAA was earned at target,efficiency ratio was earned above threshold and NPA/Assets was earned at maximum.


	Performance Goals									Actual			Actual Result as % of
Metric	Threshold			Target			Maximum			Result			Target
										Result
ROAA		0.66	%		0.83	%		0.91	%		0.83	%		100	%

NPA/Assets		0.42	%		0.35	%		0.28	%		0.19	%		150	%

Efficiency Ratio		63.62	%		57.84	%		54.95	%		60.31	%		79	%

Each of the NEOs also had additional objective metrics to reflect each individual’s specific area of control and responsibility, while retaining accountability for overall Company profitability, risk management and regulatory compliance. The AIP was designed to allow for objective goal measurement while also allowing for the exercise of judgment by the CHR Committee and the Board of Directors. If an NEO has met the requirements for a specific goal, the NEO is given 100% credit for the weighting of a particular category. However, if a category is met at the minimum expected level, the NEO is given 50% credit for the weighting of a particular credit, and if a category is met at the maximum expected, the NEO is given 150% credit for the weighting of a particular credit. Payouts are interpolated on a straight-line basis for achievement for a particular performance metric between these three levels of performance.

Performance measures, weightings, target award opportunities, and results for each NEO are summarized in the tables below.

Bonita I. Lee – President & CEO


		Performance Goals

	Weight	Threshold	Target	Maximum	Actual	Achievement %

ROAA	20%	0.66%	0.83%	0.91%	0.83%	20.0%

NPA/Assets	15%	0.42%	0.35%	0.28%	0.19%	22.5%

Efficiency Ratio	20%	63.62%	57.84%	54.95%	60.31%	15.8%

Risk Management	15%	Based on bank regulatory exam results			See footnote (1)	15.0%

Strategic Plan / Project	20%	Based on financial and operational goals in key divisions			See footnote (2)	20%


Discretionary	10%	Discretionarily assessed based on personal performance factors			See footnote (3)	10%


Eligible Salary						$780,000

Target % of Salary						75%

Total Achieved as % of Target						103%

Payout % of Base Salary						77.42%

Actual Payout						$603,893

(1)

The risk management metric achievement is based on the Company’s satisfactory regulatory exam results during the performance period and other risk management achievements.

(2)

The strategic plan / project metric is based on financial and operational achievements in key divisions, including expanding the Corporate Korea initiative by 23% and expanding the C&I portfolio by 16%, successful implementation of certain banking administration systems, opening a representative office in Seoul, Korea, managing branch consolidations without deposit attrition, DDA growth contributing to total deposits, successful key talent management and enhancements, establishing a new share repurchase program, and other key financial and operational achievements.

(3)

The discretionary metric is based on the key financial and operational achievements and progress on strategic initiatives discussed in footnote 2.

Romolo C. Santarosa – Sr. EVP & CFO


		Performance Goals

	Weight	Threshold	Target	Maximum	Actual	Achievement %

ROAA	20%	0.66%	0.83%	0.91%	0.83%	20.0%

NPA/Assets	15%	0.42%	0.35%	0.28%	0.19%	22.5%

Efficiency Ratio	15%	63.62%	57.84%	54.95%	60.31%	11.85%

Risk Management	10%	Based on internal/external audit and regulatory exam results			See footnote (1)	10%

Strategic Plan / Division Projects	30%	Based on financial and operational goals in key divisions			See footnote (2)	29.0%

Discretionary	10%	Progress on succession planning			See footnote (3)	10%

Eligible Salary						$480,000

Target % of Salary						50%

Total Achieved as % of Target						103%

Payout % of Base Salary						51.65%

Actual Payout						$247,913

(1)

The risk management metric achievement is based on the Company’s satisfactory bank regulatory exam results and internal and external audits ratings for the performance period.

(2)

The strategic plan / division projects metric is based on financial and operational achievements in key divisions, including achieving the strategic plan growth goals, successfully implementing certain banking administration systems, and substantially achieving IT and operations projects.

(3)

The discretionary component metric achievement is based on the substantial progress made on succession planning initiatives for key executive roles and other key financial and operational achievements.

Anthony Kim – Sr. EVP & CBO


		Performance Goals

	Weight	Threshold	Target	Maximum	Actual	Achievement %

ROAA	15%	0.66%	0.83%	0.91%	0.83%	15.0%

NPA/Assets	15%	0.42%	0.35%	0.28%	0.19%	22.5%

Efficiency Ratio	10%	63.62%	57.84%	54.95%	60.31%	7.9%

Loan Balance(1)	2.5%	~$4.35B	~$5.44B	~$6.53B	~$5.5B	2.55%

Loan Production Budget(1)	2.5%	~$619.2M	~$774.0M	~$928.8M	~$843.7M	3.06%

Deposit Balance(1)	5%	~$5.02B	~$6.3B	~$7.5B	~$6.22B	4.90%

DDA Budget(1)	5%	~$1.66B	~$2.08B	~$2.5B	~$2.07B	4.97%

Income Budget(1)	5%	~$93.4M	~$116.75M	~$140.1M	~$109.4M	4.21%

Strategic Plan / Project	20%	Based on financial and operational goals in assigned divisions			See footnote (2)	18.59%

Risk Management	10%	Based on results from regulatory, internal, and external exams			See footnote (3)	9.06%

Discretionary	10%	Discretionarily assessed based on personal performance factors			See footnote (4)	0%

Eligible Salary						$360,000

Target % of Salary						45%

Total Achieved as % of Target						92.7%

Payout % of Base Salary						41.72%

Actual Payout						$150,198

(1)

As applied to Mr. Kim’s assigned divisions, which excludes Small Business Administration loans and commercial equipment leasing division.

(2)

The strategic plan / project metric is based on certain financial and operational achievements in Mr. Kim’s assigned divisions, including increasing loans and deposits from the Corporate Korea initiative, branch consolidating and opening, opening a representative office in Korea, successfully adopting banking administration system, meeting deposit and mortgage sale goals, and other key financial and operational results.

(3)

The risk management metric achievement is based on the results from regulatory, internal, and external exams during the performance period.

(4)

The discretionary metric achievement is based on certain key operational goals including meeting of all production targets in each production area of oversight.

Matthew D. Fuhr – EVP & CCO


		Performance Goals

	Weight	Threshold	Target	Maximum	Actual	Achievement %

ROAA	20%	0.66%	0.83%	0.91%	0.83%	20.0%

NPA/Assets	20%	0.42%	0.35%	0.28%	0.19%	30.0%

Efficiency Ratio	10%	63.62%	57.84%	54.95%	60.31%	7.9%

Risk Management	20%	Based on results from regulatory exams and internal/external audits, and porfolio management			See footnote (1)	20%

Strategic Plan / Project	20%	Based on support of initiatives in business units and implementation targets for a strategic project			See footnote (2)	18.5%

Discretionary	10%	Discretionarily assessed based on personal performance factors			See footnote (3)	5.0%

Eligible Salary						$314,609

Target % of Salary						45%

Total Achieved as % of Target						101%

Payout % of Base Salary						45.61%

Actual Payout						$143,506

(1)

The risk management metric achievement is based on the satisfactory results from internal and external audits and regulatory examinations during the performance period and successful portfolio management.

(2)

The strategic plan / project metric achievement is based on support of key strategic and operational initiatives in certain business units, which included supporting lending business unit initiatives as requested, and meeting implementation targets for a strategic project.

(3)

The discretionary metric achievement is based on the successful resolution and recovery of certain outstanding loans, as well as achieving certain asset quality metrics.

Michael Du – EVP & CRO


		Performance Goals

	Weight	Threshold	Target	Maximum	Actual	Achievement %

ROAA	10%	0.66%	0.83%	0.91%	0.83%	10.0%

NPA/Assets	10%	0.42%	0.35%	0.28%	0.19%	15%

Efficiency Ratio	10%	63.62%	57.84%	54.95%	60.31%	7.9%

BSA	5%	Based on enhancements to BSA program			See footnote (1)	5%

Information Security	5%	Based on enhancements to information security and privacy programs			See footnote (2)	3%

Compliance	20%	Based on enhancements to compliance management system			See footnote (3)	20%

Risk Management	5%	Based on enhancements to risk management program			See footnote (4)	5%

Data Governance	10%	Based on enhancements to data governance programs			See footnote (5)	10%

Risk Management Results	15%	Based on internal audit and external exam results			See footnote (6)	13%

Discretionary	10%	Retain staff for risk organization			See footnote (7)	5%

Eligible Salary						$268,667

Target % of Salary						30%

Total Achieved as % of Target						94%

Payout % of Base Salary						28.16%

Actual Payout						$75,655

(1)

The Bank Security Act (“BSA”) metric achievement is based on the completion of operational and risk management goals related to the BSA program.

(2)

The information security metric achievement is based on the progress made on IT strategy and data security goals, including completing an assessment of the information security program and implementing certain enhancements to this program based on the assessment, and beginning the process of aligning information security policies at the Company.

(3)

The compliance metric achievement is based on the progress made on improving the Company’s compliance programs, including completing a regulatory compliance risk assessment and implementing certain enhancements based on this assessment and successfully transitioning to a new risk assessment platform.

(4)

The risk management metric achievement is based on successfully leading enhancements to the Company’s risk management programs, including implementing an updated ERM risk and controls self-assessment, developing a new risk assessment and related policy, certain policy updates made to align with current operations and regulatory expectations, and the achievement of other key risk management goals.

(5)

The data governance metric achievement is based on enhancements to data governance policies and systems, including implementing a new data governance platform.

(6)

The risk management results metric achievement is based on the Company’s satisfactory regulatory exam results and internal audit ratings during the performance period.

(7)

The discretionary metric achievement is based on maintaining continuity of staff across the Company’s risk organization.

Long-Term Incentives

Long-term incentive awards, such as restricted stock and performance-based stock units, are the third key component of our NEOs’ total compensation. The CHR Committee believes employee stock ownership is significant for our NEOs, thereby aligning the interests of executives and stockholders. The CHR Committee also believes equity-based compensation complements the short-term cash incentive compensation and helps balance short-term decisions with long-term outcomes. This compensation approach limits an executive’s ability to reap short-term gains at the expense of Hanmi’s long-term success. This is also an important tool in retaining NEOs.

We currently provide long-term incentive awards to our executive officers through our stockholder approved 2021 Equity Compensation Plan (“2021 Plan”). The CHR Committee approves all equity award grants and acts as an administrator of the 2021 Plan. The Company does not have a policy or an exact formula regarding the allocation of compensation between

cash and equity compensation; rather, the size, timing and other material terms of the long-term incentive awards for our NEOs are made at the discretion of the CHR Committee. Factors considered by the CHR Committee include each executive’s performance, previous grant history and stock ownership level, comparison to our peer group, and retention needs.

In 2024, the CHR Committee began using a long-term incentive award program mix for NEOs of 55% performance-based restricted stock units and 45% time-based restricted stock grants. However, the CHR Committee slightly increased the amount of time-based restricted stock grants for all NEOs in 2024 to account for the decision to maintain 2024 base salaries at 2023 levels for all of the NEOs and to support the Company’s long-term retention goals. For 2024, the CHR Committee determined the aggregate dollar value of the performance-based restricted stock units and time-based restricted stock granted to each NEO as a percentage of the NEO’s base salary on the date of grant as set forth in the table below, with the target performance-based restricted stock units and time-based restricted stock amounts determined by dividing the applicable percentage of the NEO’s base salary by the fair market value of Hanmi’s common stock on the grant date. The percentage of base salary was based on the NEO’s position, responsibilities, comparison to peer and market practices for comparable positions, and historical and expected contributions to Hanmi.

2024 Time-Based Restricted Stock Grants

•

On April 1, 2024, the CHR Committee granted shares of restricted stock to our NEOs, at which time our closing price was $15.49 per share. The shares vest in three equal annual installments beginning on the first anniversary of the date of grant.

•

The award size for these NEOs was determined based in part on existing equity ownership levels, a review of past grant sizes, competitive market practices, contributions to Hanmi’s performance results and retention considerations.

2024 Performance-Based Restricted Stock Units

•

On April 1, 2024, the CHR Committee granted shares of performance-based restricted stock units to our NEOs.

•

The performance-based restricted stock units will vest at the end of the three-year performance period based on the Company’s TSR relative to companies in the KBW Regional Banking Index (the “KBW Index”) for the three-year performance period. No shares will be issued and the award will be forfeited if the Company’s TSR is below the 35th percentile for the three-year performance period.

•

At the 35th percentile TSR achievement (Threshold) for the three-year performance period, 50% of the units granted will be earned. At the 50th percentile TSR achievement (Target) for the three-year performance period, 100% of the units granted will be earned. At the 75th percentile TSR achievement (Maximum) for the three-year performance period, 150% of the units granted will be earned. Performance between the 35th and 50th percentiles and between the 50th and 75th percentiles for the three-year performance period will be determined by linear interpolation.

•

If the Company’s absolute TSR for the performance period is a negative number (without regard to the TSR of the KBW Index), then irrespective of the Company’s relative TSR to the KBW Index, the number of units earned and shares issued will be capped at the Target level.

•

The following chart outlines the Company’s potential level of achievement and associated earning of units and issuance of shares for each year of the three-year period:


Company TSR Percent Rank vs. KBW Index		Percent of Total Number Earned and Vested

Below 35th Percentile		0%

35th Percentile		50%

50th Percentile		100%

75th Percentile		150%

The CHR Committee granted the following performance-based restricted stock units and time-based restricted stock to each of the NEOs in 2024:


	2024 Long-Term Incentive Target Awards
Named Executive Officer		Total Target Equity Award Opportunity as a % of Salary			Time-Based Restricted Stock (#)		Performance- Based Restricted Stock Units (#)

Bonita I. Lee			100	%		24,171		30,000

Romolo C. Santarosa			55	%		8,600		10,154

Anthony Kim			45	%		5,289		6,231

Matthew D. Fuhr			40	%		4,621		5,446

Michael Du			30	%		3,383		3,101

2021 Performance-Based Restricted Stock Units

The performance-based restricted stock units granted to all NEOs in March 2021 had a three-year performance period that ended on March 23, 2024. In March 2024, the CHR Committee certified the performance of these performance-based restricted stock units based on the Company’s relative TSR percentile ranking against the KBW Index. For the performance period, the Company’s TSR was -10.77%, which ranked at the 48th percentile of the KBW Index, resulting in a payout of 92.06% of the target number of performance-based restricted stock units granted in 2021.

Payout percentages at various levels of performance for these performance-based restricted stock units are illustrated in the table below.


Company TSR Percent Rank vs. KBW Index		Percent of Total Number Earned and Vested

Below 35th Percentile		0%

35th Percentile		50%

50th Percentile		100%

75th Percentile		150%

The following table lists the number of 2021 performance-based restricted stock units earned by applicable NEOs for this three-year performance period. These performance-based restricted stock units vested in March 2024.


	2021 Performance- Based Restricted Stock Units Earned at 92.06% (#)
Bonita I. Lee		14,447
Romolo C. Santarosa		5,504
Anthony Kim		2,477
Matthew D. Fuhr		1,926
Michael Du		1,645

Additional Compensation Elements

Employment Agreements

The Company maintains employment agreements with Ms. Lee and Mr. Santarosa. These agreements set forth each individual’s base salary, bonus compensation, equity compensation granted in connection with their promotions and employee benefits, as well as providing them with the opportunity to receive certain post-employment payments and benefits, including acceleration of equity awards, in the case of certain involuntary terminations of employment without cause or resignations for good reason. The agreements also reconfirmed the agreements previously entered into prohibiting them from recruiting or soliciting our employees or disclosing our confidential information or business practices.

In February 2022, the Company entered into an amended and restated employment agreement with Ms. Lee (“Lee Amended Agreement”). The Lee Amended Agreement replaced Ms. Lee’s then-existing employment agreement with the Company and the Bank and provided for (i) a three-year term commencing on February 28, 2022, and ending on February 28, 2025, which would renew automatically for one-year periods unless either Ms. Lee or the Company provided written notice of non-renewal, (ii) annual salary of $715,000, reviewed at least annually, (iii) annual target cash bonus of 75% of salary, and (iv) twenty-five days of paid vacation annually. In March 2025, the Company entered into a First Amendment to the Lee Amended Agreement, extending the term of the agreement to April 28, 2028, or if earlier, the close of business on the effective date of termination of employment pursuant to Section 5 of the Lee Amended Agreement. On April 28, 2028, and on each subsequent anniversary, the term of the Lee Amended Agreement will automatically renew for an additional year, unless either party provides written notice of non-renewal. All other terms of the Lee Amended Agreement remain in effect.

In July 2022, the Company entered into a first amendment to the amended and restated employment agreement with Mr. Santarosa (“Santarosa Amended Agreement”), which extended the employment term through February 2025. In March 2025, the Company entered into a second amendment to the Santarosa Amended Agreement, extending the term of the agreement to December 31, 2027, or if earlier, the close of business on the effective date of termination of employment pursuant to Section 5 of the Santarosa Amended Agreement. On December 31, 2027, and on each subsequent anniversary, the term of the Santarosa Amended Agreement will automatically renew for an additional year, unless either party provides written notice of non-renewal. All other terms of the Santarosa Amended Agreement remain in effect.

Post-Employment Compensation

Our post-employment compensation arrangements are designed to provide reasonable compensation to Ms. Lee and Mr. Santarosa if they are terminated by us without cause or in connection with a change in control. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.

Our CHR Committee and the Board of Directors do not consider specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. The CHR Committee and the Board believe, however, that these arrangements are necessary to offer compensation packages that are competitive.

The treatment of outstanding equity awards held by NEOs upon termination of employment or in connection with a change in control is described below in the “Employment Agreements” and “Potential Payments Upon Termination of Employment or Change in Control” sections.

All other executives are employed “at-will,” and Hanmi does not provide any right to additional payments or benefits in the event of a termination of employment or a change in control of Hanmi.

Executive Perquisites

Our NEOs receive the following benefits in addition to their other compensation: technology allowance, automobile allowance, gas allowance, wellness benefit and gift cards for the holidays. Mr. Santarosa receives a membership to a social club. Ms. Lee also receives memberships to a country club and social club, company-provided welfare benefits and additional term life insurance. These benefits are detailed in the “Summary Compensation Table.”

Broad-Based Benefits Programs

Our NEOs participate in the benefit programs that are available to all full-time employees. These benefits include health, dental, vision, life insurance, short-term and long-term disability insurance, healthcare reimbursement accounts, paid vacation, paid sick leave, 401(k) plan matching contributions, and a year of service award upon achieving certain years of service milestones with the Company.

Other Compensation Considerations

Insider Trading Policy

Our Board has adopted an Insider Trading Policy, that governs the purchase, sale and/or other disposition of the Company’s securities and is applicable to all of our directors, officers, and employees. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as listing standards

applicable to the Company. A copy of our Insider Trading Policy is attached as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 28, 2025.

Pledging and Hedging Policies

None of the executive officers, directors, employees, consultants and contractors of the Company who receive or have access to material nonpublic information may directly or indirectly engage in short sales, hedging, share lending, or the purchase or sale of any type of derivatives including but not limited to options, warrants, puts, calls, cash settled or other swaps or synthetic securities or any other similar instruments involving Company securities. Directors and Senior Vice Presidents and above are also prohibited from holding Company securities in a margin account or pledging Company securities as security for a loan.

Clawback Policy

The Board adopted the Hanmi Financial Corporation Clawback Policy in 2023 to comply with final rules adopted by the SEC and Nasdaq to implement the applicable provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to the recoupment of incentive-based compensation. The policy applies in the event that the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the Federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The incentive-based compensation subject to clawback is the incentive-based compensation received by an executive officer during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement. The amount of incentive-based compensation subject to the clawback policy is the amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts in the Company’s financial statements and computed without regard to any taxes paid.

Furthermore, under the policy, the Company is prohibited from indemnifying any current or former executive officer against the loss of erroneously awarded incentive-based compensation and from paying or reimbursing an executive officer for purchasing insurance to cover any such loss. In addition, the Company has a clawback policy consistent with the requirements of Section 304 of the Sarbanes-Oxley Act that mandates the recovery of incentive awards that would not have otherwise been paid in the event we are required to restate our financial statements due to non-compliance with any financial reporting requirements as a result of misconduct. In that case, the CEO and CFO must reimburse the Company for: (i) any bonus or other incentive, or equity-based compensation received during the twelve (12) months following the first public issuance or filing with the SEC (whichever first occurs) of the non-complying document; and (ii) any profits realized from the sale of our securities during those twelve (12) months.

Stock Ownership Guidelines

The CHR Committee adopted the following stock ownership guidelines for the CEO and CFO. The CEO is required to hold shares of the Company’s common stock valued at five times (5x) her base salary and the CFO is required to hold shares of the Company’s common stock valued at one and one-half times (1.5x) his base salary. This goal must be obtained within five years from the first day in their respective role. Once the guidelines are met, if the stock price decreases, the executive will not be required to acquire additional shares. Until the stock ownership guidelines are met, the executive will be required to retain at least fifty percent (50%) of the shares granted to him or her by the Company (50% of the shares granted may be used to satisfy tax withholding requirements). Ms. Lee and Mr. Santarosa are in compliance with the stock ownership guidelines. For director stock ownership guidelines, see Director Stock Ownership Guidelines section beginning on page 12.

Discussion of Equity Unit Award Grant Timing

The Company does not have a written policy related to the time as to when equity awards are granted during the year. The CHR Committee currently grants restricted stock and performance-based restricted stock units to our executive officers, and restricted stock to other key employees. The Board currently grants restricted stock to our directors. Equity awards are granted to our executive officers and other key employees under the long-term incentive plan. The equity awards for our executive officers and other employees are made in the spring of each year during the annual review cycle. In the case of our directors, the grant date is in May of each year and falls on the date we hold our annual meeting. The CHR Committee or Board may make off cycle equity awards from time to time on an as-needed basis as circumstances warrant. The

Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

Compensation Policy Risk Assessment

The CHR Committee reviews the compensation of our NEOs, as well as the overall compensation practices for the organization. Performance incentive programs and annual salary adjustments are reviewed and approved by the CHR Committee for all NEOs, with the exception of the CEO, whose compensation is reviewed by the CHR Committee and recommended to our full Board for ratification. An important aspect of the review is an assessment of whether the programs encourage our NEOs or any other employee of Hanmi to take unacceptable risk, in the short or long term.

Upon due consideration of these items, the CHR Committee believes that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on its business or operations.

TAX DEDUCTIBILITY OF EXECUTIVE OFFICER COMPENSATION

Under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), as amended by the Tax Cuts and Jobs Act enacted on December 22, 2017, publicly traded companies are subject to limits on the deductibility of executive compensation. Deductible compensation is limited to $1 million per year for each “covered employee,” defined as the public company’s principal executive officer, principal financial officer and three additional highest compensated officers during any taxable year of the company beginning after December 31, 2017.

Prior to January 1, 2018, the CHR Committee considered the impact of Section 162(m) in determining the appropriate pay mix and compensation levels for our NEOs. Now that the qualified performance-based compensation exception is generally no longer available, the CHR Committee may determine to award compensation that exceeds the deductibility limit under 162(m) or otherwise pay non-deductible compensation when it believes that other considerations outweigh the tax deductibility of compensation.

COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT

The CHR Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the CHR Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

This Compensation and Human Resources Committee Report shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this Proxy Statement by reference, except to the extent the Company incorporates this report by specific reference.

      Compensation and Human Resources Committee of the Board 

     

      Christie K. Chu (Chairperson) 

     

      Harry H. Chung 

     

      Gloria J. Lee 

     

      James A. Marasco 

     

      David L. Rosenblum 

     

      Michael M. Yang 

     

SUMMARY COMPENSATION TABLE

The following table summarizes the total compensation paid to or earned by each of the NEOs for the years ended December 31, 2024, 2023, and 2022.


						Non-Equity
						Incentive
				Stock		Plan		All Other
Name and Principal		Salary		Awards		Compensation		Compensation		Total
Position	Year	($) (1)		($) (2)		($) (3)		($) (4)		($)


Bonita I. Lee	2024		780,000		803,409		603,893		81,000		2,268,302


President & CEO	2023		762,500		715,010		515,738		80,517		2,073,765


	2022		703,750		650,041		777,563		81,755		2,213,109


Romolo C. Santarosa	2024		480,000		278,416		247,913		60,004		1,066,333


Sr. EVP & CFO	2023		470,631		244,872		204,042		58,418		977,963


	2022		438,416		210,013		306,075		54,741		1,009,245


Anthony Kim	2024		360,000		171,030		150,198		37,807		719,035


Sr. EVP & CBO	2023		348,693		143,130		140,663		38,025		670,511


	2022		313,154		105,019		184,718		36,106		638,997


Matthew D. Fuhr	2024		314,609		149,457		143,506		36,619		644,191


EVP & CCO	2023		309,814		118,749		127,026		35,665		591,254


	2022		292,277		84,010		157,304		34,343		567,935


Michael Du	2024		268,667		96,747		75,655		30,064		471,133


EVP & CRO	2023		264,573		76,062		65,250		29,557		435,441


	2022		249,597		59,799		87,444		25,236		422,075

(1)

Represent salaries earned during the fiscal year shown.

(2)

Represent the aggregate grant date fair value of stock awards for the year indicated in accordance with FASB ASC Topic 718. The grant date fair value of time-based restricted stock awards is calculated using the closing market price of our common stock on the grant date. The per-share grant date fair value for performance-based restricted stock is estimated based on the use of a Monte Carlo valuation methodology and the probable outcome of the achievement of the performance conditions as determined in accordance with FASB Topic 718, which resulted in a per-share grant date fair value of $14.30 for 2024. The maximum grant date fair value of the performance-based restricted stock units based on the original grant date fair value is $643,500 for Ms. Lee, $217,803 for Mr. Santarosa, $133,655 for Mr. Kim, $116,817 for Mr. Fuhr, and $66,516 for Mr. Du. For additional information on the valuation assumptions for these grants, see Note 15 (Share-Based Compensation) to our Consolidated Financial Statements included in our Form 10-K for the year-ended December 31, 2024.

(3)

Represent the performance-based cash bonuses earned under the AIP during the year indicated. For a more complete description of the bonuses earned by the NEOs for 2024, see “Compensation Discussion and Analysis – Short-Term Cash Incentives – Annual Incentive Plan.”

(4)

All Other Compensation for 2024 consisted of the following:


	401(k)	Cost of	Perquisites &
	Employer	Personal Life	Other
	Contributions	Insurance	Benefits
Name	($)	($)	($) (a)	Total


Bonita I. Lee	20,700	5,628	54,672	81,000
Romolo C. Santarosa	20,700		39,304	60,004
Anthony Kim	20,700		17,107	37,807
Matthew D. Fuhr	20,700		15,919	36,619
Michael Du	20,035		10,029	30,064

(a)

Perquisites consist of auto allowance for the NEOs, which totaled $36,000 for Ms. Lee and $26,220 for Mr. Santarosa, holiday gift cards, social and country club dues for Ms. Lee, social club dues for Mr. Santarosa, gas allowance, year of service awards, and a technology allowance. Unless specified, none of the perquisites individually exceeded the greater of $25,000 or 10% of the total amount of perquisites for each NEO.

GRANTS OF PLAN-BASED AWARDS

The following table provides information concerning plan-based awards granted or awarded during 2024 to each of the NEOs.


															All Other
															Stock Awards:		Grant Date
			Estimated Future Payouts Under Non-Equity Incentive						Estimated Future Payouts Under Equity Incentive						Number of Shares of		Fair Value Of Stock
			Plan Awards (1)						Plan Awards (2)						Stock		and Option
		Grant	Threshold		Target		Maximum		Threshold		Target		Maximum		or Units		Awards
Name	Award Type	Date	($)		($)		($)		(#)		(#)		(#)		(#) (3)		($) (4)

Bonita I. Lee	Annual Incentive Plan			292,500		585,000		877,500
	Time-Based Restricted Stock	4/1/2024														24,171		374,409
	Performance-Based Restricted Stock Units	4/1/2024								15,000		30,000		45,000				429,000

Romolo C. Santarosa	Annual Incentive Plan			120,000		240,000		360,000
	Time-Based Restricted Stock	4/1/2024														8,600		133,214
	Performance-Based Restricted Stock Units	4/1/2024								5,077		10,154		15,231				145,202

Anthony Kim	Annual Incentive Plan			81,000		162,000		243,000
	Time-Based Restricted Stock	4/1/2024														5,289		81,927
	Performance-Based Restricted Stock Units	4/1/2024								3,116		6,231		9,347				89,103

Matthew D. Fuhr	Annual Incentive Plan			70,787		141,574		212,361
	Time-Based Restricted Stock	4/1/2024														4,621		71,579
	Performance-Based Restricted Stock Units	4/1/2024								2,723		5,446		8,169				77,878

Michael Du	Annual Incentive Plan			40,300		80,600		120,900
	Time-Based Restricted Stock	4/1/2024														3,383		52,403
	Performance-Based Restricted Stock Units	4/1/2024								1,551		3,101		4,652				44,344

(1)

The Annual Incentive Plan provides a cash payout based on performance. The amounts disclosed in these columns reflect the threshold, target, and maximum annual cash incentive opportunities for NEOs in 2024. The amount of the annual cash incentive opportunity depends on the base salary of the NEO for the year. Threshold performance results in a payout at 50% of target and maximum payout is 150% of target. Linear interpolation is used to determine the applicable payout amount between the threshold and target and between the target and maximum. See the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table” for actual 2024 bonuses paid.

(2)

Amounts in these columns represent the award of performance-based restricted stock units granted to all NEOs. The indicated threshold, target and maximum amounts correspond to the number of shares that would be earned if specified threshold, target and maximum targets were achieved (with linear interpolation for performance between the threshold and target and target and maximum levels). For more information on the 2024 performance-based restricted stock unit awards, see the Compensation Discussion and Analysis – Long Term Incentives section.

(3)

Amounts disclosed in this column reflect the number of restricted stock awards granted to our NEOs in 2024.

(4)

Amounts in this column represent the grant date fair values of stock awards granted to our NEOs in accordance with FASB ASC Topic 718. The grant date fair value of the restricted stock awards is calculated using the closing market price of our common stock on the grant date. The per share grant date fair value for the performance-based restricted stock units with market-based conditions (TSR) is estimated based on the Monte Carlo valuation methodology and the probable outcome of the achievement of the performance conditions as determined in accordance with FASB ASC Topic 718, which resulted in a per share grant date fair value of $14.30. For additional information on the valuation assumptions, see Note 15 (Share-Based Compensation) to our Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024.

Employment Agreements

Ms. Lee

In February 2022, the Company entered into an amended and restated employment agreement with Ms. Lee (the “Lee Amended Agreement”) to clarify the terms of her annual bonus and change in control cash severance payment. The Lee Amended Agreement superseded and replaced the employment agreement between the Company and Ms. Lee, dated as of February 26, 2020 as amended in August 2021. In March 2025, the Company entered into a First Amendment to the Lee Amended Agreement, extending the term of the agreement to April 28, 2028, or if earlier, the close of business on the effective date of termination of employment pursuant to Section 5 of the Lee Amended Agreement. On April 28, 2028, and on each subsequent anniversary, the term of the Lee Amended Agreement will automatically renew for an additional year, unless either party provides written notice of non-renewal. All other terms of the Lee Amended Agreement remain in effect. The terms of the Lee Amended Agreement are described below.

•

COMPENSATION: The initial annual base salary for Ms. Lee is $715,000, which may be increased, but not decreased (as indicated above, the CHR Committee approved Ms. Lee's base salary of $780,000 for 2024), in the sole discretion of the Board. Under the terms of her employment agreement, Ms. Lee is eligible to receive an annual cash bonus pursuant to the annual cash bonus plan. Under the Lee Amended Agreement, Ms. Lee is entitled to participate in employee benefit plans for which she may be eligible and will receive certain perquisites, including a monthly automobile allowance of $3,000, payment of membership club dues not to exceed $20,000 annually, Company-provided welfare benefits, including but not limited to medical, dental, vision and life insurance coverage, and 25 days of paid vacation annually. In addition, the Lee Amended Agreement provides Ms. Lee with term life insurance coverage of up to $1,000,000, or such lesser amount as can be purchased for an annual premium of $25,000, during the term of the Lee Amended Agreement.

•

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON: The termination provisions remain unchanged in the Lee Amended Agreement, which provides that if Ms. Lee’s employment is terminated either by the Company without “cause” or by her for “good reason,” in either case, other than within eighteen (18) months following a “change in control,” and subject to Ms. Lee’s execution of a general release of claims, Ms. Lee will be entitled to receive the following severance payments and benefits: (i) continued payment of her then-current annual base salary for twelve (12) months following the date of termination, (ii) a lump-sum payment equal to the pro-rated portion of her prior year’s annual bonus based on the number of days worked during the year of termination, (iii) accelerated vesting of any unvested time-based equity awards held by Ms. Lee that would have vested if Ms. Lee’s employment had continued for one year following the date of termination, and (iv) continued health insurance benefits at the Company’s expense under COBRA for up to eighteen (18) months.

•

TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL: The change in control termination provisions remain unchanged in the Lee Amended Agreement, which provides that if, within eighteen (18) months following a change in control, Ms. Lee’s employment with the Company is terminated either by the Company without cause or by her for good reason, and subject to Ms. Lee’s execution of a general release of claims, Ms. Lee will be entitled to receive the following severance payments and benefits: (i) a lump sum payment equal to two and one-half times the sum of her then-current annual base salary and the greater of her then-average annual bonus earned over the prior three consecutive calendar years or her then-target annual bonus (which is at “target” under the AIP), and (ii) continued health insurance benefits at the Company’s expense under COBRA for up to eighteen (18) months.

•

TERMINATION DUE TO DEATH OR DISABILITY: The termination provisions related to death or disability remain unchanged in the Lee Amended Agreement, which provides that if Ms. Lee’s employment terminates due to her death or disability, then she or her estate, as applicable, will be entitled to receive a lump-sum payment equal to the pro-rated portion of her prior year’s annual bonus based on the number of days worked during the year of termination.

•

CHANGE IN CONTROL: In the event of a change in control of the Company, Ms. Lee’s time-based equity awards will fully vest and performance-based equity awards will be treated in accordance with the terms of the applicable equity plan or award agreements.

•

EQUITY AWARDS: In the event of Ms. Lee’s termination for any of the reasons set forth above, Ms. Lee’s performance-based equity awards will be treated in accordance with the terms of the applicable award agreements.

•

RESTRICTIVE COVENANTS: Ms. Lee remains subject to the confidentiality, non-solicitation and other covenants included in her restrictive covenant agreements with the Company and the non-disparagement covenant set forth in the Lee Amended Agreement. If any payments or benefits provided to Ms. Lee in connection with a change in control are subject to excise taxes as a result of the application of Sections 280G and 4999 of the Internal Revenue Code, such payments and benefits will be reduced so that no excise tax is payable, but only if this reduction results in a more favorable after-tax position for her.

Mr. Santarosa

In February 2020, the Company entered into an amended employment agreement with Senior Executive Vice President and CFO, Romolo C. Santarosa to clarify the change in control cash severance payment. The amended agreement, which superseded and replaced his employment agreement entered into in July 2019. In July 2022, the Company entered into a first amendment to the amended and restated employment agreement with Mr. Santarosa (“Santarosa Amended

Agreement”) that extended the term of the employment agreement. In March 2025, the Company entered into a second amendment to the Santarosa Amended Agreement, extending the term of the agreement to December 31, 2027, or if earlier, the close of business on the effective date of termination of employment pursuant to Section 5 of the Santarosa Amended Agreement. On December 31, 2027, and on each subsequent anniversary, the term of the Santarosa Amended Agreement will automatically renew for an additional year, unless either party provides written notice of non-renewal. All other terms of the Santarosa Amended Agreement remain in effect. The terms of the Santarosa Amended Agreement are described below.

•

COMPENSATION: The initial base salary of Mr. Santarosa is $400,000 (as indicated above, the CHR Committee approved Mr. Santarosa's base salary of $480,000 for 2024), and may be increased, but not decreased (except in limited circumstances set forth in the employment agreement) by the Board, based on the recommendation of the CHR Committee. Mr. Santarosa is also entitled to participate in employee benefit plans for which he may be eligible and fringe benefits to which the Company’s senior executives are entitled.

•

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON: The Santarosa Amended Agreement provides that if Mr. Santarosa’s employment is terminated either by the Company without “cause” or by him for “good reason,” in either case, other than within eighteen (18) months following a “change in control,” and subject to Mr. Santarosa’s execution of a general release of claims, Mr. Santarosa will be entitled to receive the following severance payments and benefits: (i) continued payment of his then-current annual base salary for twelve (12) months following the date of termination, (ii) a lump-sum payment equal to the pro-rated portion of his prior year’s annual bonus based on the number of days worked during the year of termination, (iii) accelerated vesting of unvested time-based equity awards held by Mr. Santarosa that would have vested if Mr. Santarosa’s employment had continued for one year following the date of termination, and (iv) continued health insurance benefits at the Company’s expense under COBRA for up to eighteen (18) months.

•

TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL: If, within eighteen (18) months following a change in control, Mr. Santarosa’s employment with the Company is terminated either by the Company without cause or by Mr. Santarosa for good reason, and subject to Mr. Santarosa execution of a general release of claims, he will be entitled to receive the following severance payments and benefits: (i) a lump sum payment equal to two times the sum of his then-current annual base salary and the greater of his then-average annual bonus earned over the prior two consecutive calendar years or his then-target annual bonus, and (ii) continued health insurance benefits at the Company’s expense under COBRA for up to eighteen (18) months.

•

TERMINATION DUE TO DEATH OR DISABILITY: If Mr. Santarosa’s employment terminates due to his death or disability, then he or his estate, as applicable, will be entitled to receive a lump-sum payment equal to the pro- rated portion of his prior year’s annual bonus based on the number of days worked during the year of termination.

•

CHANGE IN CONTROL: In the event of a change in control of the Company, Mr. Santarosa’s time-based equity awards will fully vest and performance-based equity awards will be treated in accordance with the terms of the applicable equity plan or award agreements.

•

EQUITY AWARDS: In the event of Mr. Santarosa’s termination for any of the reasons set forth above, Mr. Santarosa’s performance-based equity awards will be treated in accordance with the terms of the applicable award agreements.

•

RESTRICTIVE COVENANTS: Mr. Santarosa also remains subject to the confidentiality, non-solicitation and other covenants included in his restrictive covenant agreement with the Company and the non-disparagement covenant set forth in the Santarosa Amended Agreement. In addition, if any payments or benefits provided to Mr. Santarosa in connection with a change in control are subject to excise taxes as a result of the application of Sections 280G and 4999 of the Internal Revenue Code, such payments and benefits will be reduced so that no excise tax is payable, but only if this reduction results in a more favorable after-tax position for the executive.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table provides information relating to outstanding equity awards held by NEOs as of December 31, 2024.


	Option Awards							Stock Awards
																Equity
													Equity			Incentive
				Equity									Incentive			Plan Awards:
				Incentive									Plan Awards:			Market or
				Plan Awards:									Number of			Payout Value
				Number of							Market		Unearned			of Unearned
				Securities				Number of			Value of		Shares,			Shares,
	Number of			Underlying				Shares or			Shares or		Units or			Units or
	Securities Underlying			Unexercised	Option			Units That			Units That		Other Rights			Other Rights
	Unexercised Options			Unearned	Exercise		Option	Have Not			Have Not		That Have			That Have
	Exercisable		Unexercisable	Options	Price		Expiration	Vested			Vested		Not Vested			Not Vested
Name	(#)		(#)	(#)	($)		Date	(#)			($) (1)		(#)			($) (1)
Bonita I. Lee
									3,922	(2)		92,638
									10,050	(3)		237,381
									24,171	(4)		570,919
														14,244	(5)		336,443
														18,550	(6)		438,151
														45,000	(7)		1,062,900
Romolo C. Santarosa
									1,267	(2)		29,927
									3,442	(3)		81,300
									8,600	(4)		203,132
														4,602	(5)		108,699
														6,353	(6)		150,058
														15,231	(7)		359,756
Anthony Kim
									635	(2)		14,999
									2,012	(3)		47,523
									5,289	(4)		124,926
														2,301	(5)		54,350
														3,713	(6)		87,701
														9,347	(7)		220,764
Matthew D. Fuhr		3,000				24.83	6/22/2025
									508	(2)		11,999
									1,669	(3)		39,422
									4,621	(4)		109,148
														1,841	(5)		43,484
														3,081	(6)		72,773
														8,169	(7)		192,952
Michael Du									361	(2)		8,527
									1,069	(3)		25,250
									3,383	(4)		79,906
														1,310	(5)		30,942
														1,973	(6)		46,602
														4,652	(7)		109,868

(1)

Amount calculated using the closing stock price of $23.62 as of December 31, 2024.

(2)

On March 23, 2022, all of the named executive officers were granted shares of restricted stock that vest ratably over three years.

(3)

On March 10, 2023, all of the named executive officers were granted shares of restricted stock that vest ratably over three years.

(4)

On April 1, 2024, all of the named executive officers were granted shares of restricted stock that vest ratably over three years.

(5)

On March 23, 2022, our NEOs were awarded performance-based restricted stock units that may vest subject to the Company’s TSR performance relative to companies in the KBW Index at the end of the three-year performance period. Amounts shown are the number of shares that would be earned if the target level of performance is met for the three-year performance period.

(6)

On March 10, 2023, our NEOs were awarded performance-based restricted stock units that may vest subject to the Company’s TSR performance relative to companies in the KBW Index at the end of the three-year performance period. Amounts shown are the number of shares that would be earned if the target level of performance is met for the three-year performance period.

(7)

On April 1, 2024, our NEOs were awarded performance-based restricted stock units that may vest subject to the Company’s TSR performance relative to companies in the KBW Index at the end of the three-year performance period. Amounts shown are the number of shares that would be earned if the maximum level of performance is met for the three-year performance period.

OPTION EXERCISES AND STOCK VESTED

The following table shows information as of December 31, 2024, for the NEOs concerning the exercise of stock options and vesting of restricted stock awards and performance-based restricted stock units during 2024.


	Option Awards				Stock Awards


					Number of
	Number of Shares		Value Realized		Shares Acquired		Value Realized
	Acquired on Exercise		on Exercise		on Vesting		on Vesting
Name	(#)(1)		($)(2)		(#)(3)		($)(4)


Bonita I. Lee						27,451		420,527


Romolo C. Santarosa		25,000		60,987		10,047		153,848


Anthony Kim						4,801		73,768


Matthew D. Fuhr						3,807		58,395


Michael Du						3,006		46,041

(1)

Represents the total number of shares subject to options exercised during 2024.

(2)

Reflects the difference between the price of a share of our common stock underlying the option when exercised and the applicable exercise price, multiplied by the number of shares underlying each award. The value realized on exercise is pre-tax.

(3)

Represent the aggregate number of shares of restricted stock and shares subject to performance-based restricted stock units that vested during 2024.

(4)

Reflect the value realized upon vesting of the restricted stock and shares subject to performance-based restricted stock units as calculated based on the price of a share of our common stock on the vesting date, multiplied by the number of shares underlying each award. The value realized on vesting is pre-tax.

POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

Our NEOs may be entitled to certain payments and benefits in the event of a qualifying termination of employment and/or change in control.

Employment Agreements. Ms. Lee’s and Mr. Santarosa’s employment agreements provide for certain severance pay and benefits upon a qualifying termination of employment, including in connection with a change in control, in addition to accelerated vesting of certain equity awards in connection with a change in control. For additional information, see “Employment Agreements” section above.

Performance Based Restricted Stock Units.

•

All shares of performance-based restricted stock units granted under the 2021 Plan will only vest upon the occurrence of a “Change in Control” (as defined in the 2021 Plan) that is coincident with or followed by the termination of the NEO’s employment without “Cause” or by the NEO for “Good Reason” (as those terms are defined in the 2021 Plan or award agreements) and these performance-based restricted stock units will vest upon actual achievement of the performance goals measured through the date of the qualifying termination. Any units that do not become vested based on the actual performance through the date of the change in control will be forfeited.

•

If the NEO’s employment is terminated by the Company without “Cause” or by the executive for “Good Reason” (as those terms are defined in the in the 2021 Plan), the performance-based restricted stock units granted under the 2021 Plan will vest on the date of termination based on actual achievement of the performance goals measured through the date of termination, pro-rated for the number of days worked during the performance period. Any units that do not become vested based on the actual performance through the date of the change in control will be forfeited.

Restricted Stock. All time-based restricted stock awards granted pursuant to the Company’s 2021 Plan, except as provided in the Lee Amended Agreement and the Santarosa Amended Agreement, will only vest upon the occurrence of a “Change in Control” (as defined in 2021 Plan) that is coincident with or followed by the termination of NEO’s employment without “Cause” or by the NEO for “Good Reason” (as those terms are defined in the 2021 Plan or award agreements). As noted above in the Employment Agreements section, the time-based restricted stock awards held by Ms. Lee and Mr. Santarosa will automatically vest upon the occurrence of a “Change in Control” (as defined in their employment agreements) pursuant to their respective employment agreements.

Voluntary Termination and Termination for Cause. Upon voluntary termination or termination by the Company for cause NEOs would forfeit all unvested equity and are not eligible to receive any termination- related compensation, except payments for services performed or benefits already accrued.

The tables below set forth for each of the NEOs the amount of the severance payments and benefits and the accelerated vesting of equity awards that the NEOs would have been entitled to upon various change in control and termination of employment events as described above, assuming that a change in control and/or termination of employment occurred on December 31, 2024.



		Accelerated		Health
		Vesting of		and
	Cash	Stock		Welfare
	Severance	Awards		Benefits	Total
Name	($)	($)(1)(2)		($)	($)

Bonita I. Lee (3)
Termination Without Cause or for Good Reason	1,401,653	1,174,647		45,737	2,622,037
Qualifyfing Termination in Connection with a Change in Control	3,683,728	2,640,395	(6)	45,737	6,369,861
Death or Disabilty (5)	621,653				621,653
Change in Control		900,938			900,938

Romolo C. Santarosa (4)
Termination Without Cause or for Good Reason	709,524	396,307		34,183	1,140,014
Qualifyfing Termination in Connection with a Change in Control	1,495,599	899,753	(6)	34,183	2,429,535
Death or Disabilty (5)	229,524				229,524
Change in Control		314,359			314,359

Anthony Kim
Termination Without Cause or for Good Reason		146,286			146,286
Qualifyfing Termination in Connection with a Change in Control		531,550			531,550
Death or Disabilty					—
Change in Control					—

Matthew D. Fuhr
Termination Without Cause or for Good Reason		122,449			122,449
Qualifyfing Termination in Connection with a Change in Control		454,363			454,363
Death or Disabilty					—
Change in Control					—

Michael Du
Termination Without Cause or for Good Reason		77,641			77,641
Qualifyfing Termination in Connection with a Change in Control		291,008			291,008
Death or Disability
Change in Control

(1)

The amount shown is equal to the number of shares of time-based restricted stock and performance-based restricted stock units that would accelerate vesting upon a change in control or termination of employment (as applicable), multiplied by $23.62, the closing price of our common stock on December 31, 2024.

(2)

Upon the occurrence of a change in control that is coincident with or followed by NEO’s termination without cause or resignation for good reason, the performance-based restricted stock unit awards granted under the 2021 Plan will vest based on actual achievement of the performance goal measured through the employment termination date. All outstanding and unvested time-based restricted stock awards will also fully vest upon the occurrence of a change in control that is coincident with or followed by the termination of NEO’s employment without cause or resignation for good reason (except as provided under the Lee Amended Agreement and the Santarosa Amended Agreement, discussed further in the footnote below).

(3)

The Lee Amended Agreement provides for payment of certain benefits in the event of various termination scenarios.

— Termination Without Cause or For Good Reason: Ms. Lee is entitled to payment of her then current base salary for one year (which is $780,000), accrued but unused vacation, the pro-rated portion of her prior year’s bonus (which was $515,738) based on the number of days worked during the year of termination, vesting of her time-based restricted stock awards as if her employment had continued for one year following the termination date (December 31, 2024, for reporting purposes in this table), pro-rated vesting of the performance-based restricted stock unit awards based on actual performance as of December 31, 2024, and reimbursement for COBRA payments for a period of 18 months.

— Termination in Connection with a Change in Control: If Ms. Lee’s employment is terminated by us without cause or by her for good reason, in either case, within 18 months of a change in control, she is entitled to receive a lump-sum payment in an amount equal to two and one half times the sum of (a) her then current base salary and (b) the greater of (i) the average annual bonus earned over the past three calendar years or (ii) her then current year’s target annual bonus, accrued but unused vacation, accelerated vesting of all time-based restricted stock awards upon a change in control, vesting of the performance-based restricted stock unit awards based on performance as of December 31, 2024 as described in footnote #2 above, and reimbursement for COBRA payments for a period of 18 months. If any payments or benefits provided to Ms. Lee in connection with a change in control are subject to excise taxes as a result of the application of Sections 280G and 4999 of the Internal Revenue Code, such payments and benefits will be reduced so that no excise tax is payable, but only if this reduction results in a more favorable after-tax position for her.

(4)

The Santarosa Amended Agreement provides for payment of certain benefits in the event of various termination scenarios.

— Termination Without Cause or For Good Reason: Mr. Santarosa is entitled to payment of his then current base salary for one year (which is $480,000), the pro-rated portion of his prior year’s bonus based on the number of days worked during the year of termination (which was $204,042), accrued but unused vacation, vesting of his time based restricted stock awards as if his employment had continued for one year following the actual termination date (December 31, 2024, for reporting purposes in this table), pro-rated vesting of the performance-based restricted stock unit awards based on actual performance as of December 31, 2024, and reimbursement for COBRA payments for a period of 18 months.

— Termination in Connection with a Change in Control: If Mr. Santarosa’s employment is terminated by us without cause or by him for good reason, in either case, within 18 months of a change in control, he is entitled to receive a lump-sum payment in an amount equal to two times the sum of (a) his then current base salary and (b) greater of (i) the average annual bonus earned over the past two calendar years or (ii) his then current year’s target annual bonus, accrued but unused vacation, accelerated vesting of all time-based restricted stock awards upon a change in control, vesting of the performance-based restricted stock unit awards based on performance as of December 31, 2024 as described in footnote #2 above, and reimbursement for COBRA payments for a period of 18 months. If any payments or benefits provided to Mr. Santarosa in connection with a change in control are subject to excise taxes as a result of the application of Sections 280G and 4999 of the Internal Revenue Code, such payments and benefits will be reduced so that no excise tax is payable, but only if this reduction results in a more favorable after-tax position for him.

(5)

The Lee Amended Agreement and the Santarosa Amended Agreement provide that, upon death or disability, the Company will pay an amount equal to any accrued but unused vacation and a pro-rated portion of the prior year’s bonus based on the number days worked during the year of termination. Ms. Lee and Mr. Santarosa would each receive the full amount of the 2023 bonus payout ($515,738 and $204,042, respectively), as this table assumes the termination would have occurred on the last day of the fiscal year.

(6)

To provide a complete view of the amount Ms. Lee and Mr. Santarosa would receive for a qualifying termination of employment in connection with a change in control, this amount also includes the value of the equity acceleration that would occur automatically on a change in control.

CEO PAY RATIO

As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information.

For 2024:

•

The median of the annual total compensation of all employees of our company (other than our CEO), was $78,376 and

•

The annual total compensation of Ms. Lee, our CEO was $2,268,302.

Based on this information, the ratio for 2024 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 29 to 1.

SEC rules allow us to identify our median employee once every three years unless there has been a change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosure. We believe there have been no changes in our employee population or employee compensation arrangements that would result in a significant change to this pay ratio disclosure. Therefore, we are using the same median employee identified for fiscal year 2023 for this year's disclosure.

We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and CEO:

•

The median employee was identified for 2023 based on the employee population on December 31, 2023, which consisted of all full-time, part-time, temporary, and seasonal employees employed on that date.

•

To identify the median employee of our population (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2023.

•

We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation.

•

After identifying the median employee, we added together all of the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $78,376.

With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table, which is also in accordance with the requirements of Item 402(c)(2)(x).

Pay Versus Performance (“PVP”)

In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last five completed calendar years. In determining the Compensation Actually Paid to our principal executive officer (“PEO”) and Non-PEO NEOs reported in the table below, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2020, 2021, 2022, 2023, and 2024 calendar years. Note that for our NEOs other than our PEO, compensation is reported as an average.


									Value of Initial Fixed $100 Investment based on: (3)
Year	Summary Compensation Table Total for Bonita I. Lee ($) (1)		Compensation Actually Paid to Bonita I. Lee ($) (1)		Average Summary Compensation Table Total for Non-PEO NEOs ($) (2)		Average Compensation Actually Paid to Non-PEO NEOs ($) (2)		TSR ($)		Peer Group TSR ($)		Net Income ($ Millions) (4)		Return on Average Assets (5)
2024		2,268,302		3,084,111		725,173		895,696		147		124		62.2		0.83	%
2023		2,073,765		1,383,605		668,792		560,197		114		108		80.0		1.08	%
2022		2,213,109		2,543,027		659,563		694,852		138		108		101.4		1.44	%
2021		1,869,786		2,927,802		604,668		750,438		127		120		98.7		1.64	%
2020		1,463,615		1,193,723		452,948		344,616		59		89		42.2		0.72	%

(1)

The PEO was Bonita I. Lee for each year shown in the table above.

(2)

Non-PEO NEOs for 2021, 2022, 2023, and 2024 were Romolo C. Santarosa, Anthony Kim, Matthew D. Fuhr, and Michael Du. Non-PEO NEOs for 2020 were Romolo C. Santarosa, Anthony Kim, Matthew D. Fuhr, and Min Park.

(3)

The Peer Group used for this calculation was the S&P U.S. Small Cap Banks Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year for the Company and in the S&P U.S. Small Cap Banks Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

(4)

Net Income reflected represents GAAP Net Income as reported on Form 10-K consolidated financials.

(5)

We determined Return on Average Assets (ROAA) to be the most important financial performance measure used to link Company performance to the Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024.

PEO Compensation

To determine the amounts in column (c) of the PVP table above, the following amounts were deducted from and added to (as applicable) the PEO’s total compensation as reported in the Summary Compensation Table (“SCT”), in accordance with Item 402(v) of Regulation S-K.


Year	SCT Total for PEO ($)		SCT Reported Equity Award Value for PEO ($)			Equity Award Adjustments for PEO ($) (1)		Compensation Actually Paid to PEO ($)


2024		2,268,302		(803,409	)		1,619,218		3,084,111

(1)

Represents the year-over-year change in the fair value of equity awards to Bonita I. Lee as summarized below:


Year	Year End Fair Value of Unvested Equity Awards Granted in the Year ($)		Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years ($)		Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)		Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($)		Total Equity Award Adjustments ($)


2024		1,534,983		338,374		—		(254,139	)		—		—		1,619,218

In the table above, the equity values are computed in accordance with the methodologies used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions.

Average Non-PEO NEO Compensation

To determine the amounts in column (e) in the PVP table, the following amounts were deducted from and added to (as applicable) our Non-PEO NEO’s average total compensation as reported in the SCT, in accordance with Item 402(v) of Regulation S-K.


Year	Average SCT Total for Non-PEO NEOs ($)		Average SCT Reported Equity Award Value for Non-PEO NEOs ($)			Average Equity Award Adjustments for Non-PEO NEOs ($)		Average Compensation Actually Paid to Non-PEO NEOs ($)


2024		725,173		(173,913	)		344,436		895,696


Year	Year End Fair Value of Unvested Equity Awards Granted in the Year ($)		Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years ($)		Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)		Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($)		Total Equity Award Adjustments ($)


2024		329,917		65,034		—		(50,515	)		—		—		344,436

Company-Selected Measure and Other Financial Performance Measures

The following financial performance measures are used to link Compensation Actually Paid to our PEO and Non-PEO NEOs for 2024 to Company performance. The measures in this table are not ranked.

        Performance Measure

        Return on Average Assets

       

        Non-Performing Assets to Total Assets

       

        Efficiency Ratio

       

Relationship of Compensation Actually Paid to Performance Measures

The following charts describe the relationship of Compensation Actually Paid to certain performance measures.

Compensation Actually Paid (CAP) vs. Company Selected Measure (CSM): Return on Average Assets

The chart below sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Return on Average Assets during the four most recently completed fiscal years.

Compensation Actually Paid (CAP) vs. Hanmi 5-year Cumulative TSR vs. Peer 5-year Cumulative TSR

The chart below sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR during the five most recently completed fiscal years, and the TSR for the S&P U.S. Small Cap Banks Index over the same period.

Compensation Actually Paid (CAP) vs. Net-Income

The chart below sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s net income during the five most recently completed fiscal years.

PROPOSAL NO. 2 NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (“SAY-ON-PAY” VOTE)

Our overall executive compensation program, as described in this Proxy Statement, is designed to pay for performance and directly aligns the interest of our executive officers with the long-term interests of our stockholders. Our stockholders have the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our NEOs as disclosed in this Proxy Statement in accordance with the SEC’s rules.

VOTING AND EFFECT OF VOTE

Because your vote is advisory, it will not be binding upon the Board. In the event this non-binding proposal is not approved by our stockholders, then such a vote will neither be construed as overruling a decision by our Board or our CHR Committee, nor create or imply any additional fiduciary duty by our Board or our CHR Committee. Notwithstanding the foregoing, the Board of Directors and the CHR Committee will consider the non-binding vote of our stockholders on this proposal when reviewing compensation policies and practices in the future.

BOARD RECOMMENDATION

Our overall executive compensation policies and procedures are described in the Compensation Discussion and Analysis and the tabular and accompanying narrative disclosure regarding NEO compensation in this Proxy Statement. We believe that going forward, our compensation policies and procedures will continue to be centered on a pay-for-performance culture and are aligned with the long-term interests of our stockholders, as described in the Compensation Discussion and Analysis. The CHR Committee, which is comprised entirely of independent directors, oversees our executive compensation program and continually monitors our policies to ensure that they continue to emphasize programs that reward executives for results that are consistent with stockholder interests.

Stockholders are encouraged to carefully review the Compensation Discussion and Analysis section of this Proxy Statement for a detailed discussion of the Company’s executive compensation program. Our Board and our CHR Committee believe that our commitment to these responsible compensation practices justifies a vote by stockholders “FOR” the following resolution approving the compensation of our executives:

Resolved, that the stockholders of Hanmi Financial Corporation hereby approve the compensation of our Named Executive Officers pursuant to Item 402 of Regulation S-K, as described in the Compensation Discussion and Analysis, the executive compensation tables and narrative discussion contained in the Proxy Statement.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE

NON-BINDING RESOLUTION APPROVING THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

PROPOSAL NO. 3 APPROVAL OF THE officer exculpation amendment

The State of Delaware, which is our state of incorporation, amended Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) to permit a corporation to eliminate or limit the personal liability of certain officers to the corporation or its stockholders for breaches of the fiduciary duty of care as an officer in certain limited circumstances. We sometimes refer to this elimination or limitation of personal liability as “exculpation” in this proxy statement. Prior to amended DGCL Section 102(b)(7), Delaware law authorized such exculpation for directors but not for officers. As with directors, the exculpation protection does not apply to an officer’s breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Unlike director exculpation, however, the protection for officers under amended DGCL Section 102(b)(7) only permits officer exculpation for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions, but does not eliminate an officer’s monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. To gain the added protection for officers, we must amend our Amended and Restated Certificate of Incorporation to add an officer exculpation provision.

An exculpation provision is one of three tools, in addition to indemnification and directors’ and officers’ (“D&O”) liability insurance, that can be used by directors and officers to protect themselves from personal liability incurred as a result of serving as a director or officer of a corporation. In general, exculpation provisions seek to prevent liability attaching to directors or officers, while indemnification and D&O insurance seek to compensate and hold directors and officers harmless when they have incurred liability or are faced with defending liability claims. The Board believes it is important to provide not only its directors but also its officers protection from certain liabilities and expenses that may discourage prospective or current officers from serving as officers of the Company. Accordingly, on January 27, 2025, the Board approved, subject to stockholder approval, a proposed amendment to our Amended and Restated Certificate of Incorporation to eliminate or limit the personal liability of our officers, as provided below (the “Officer Exculpation Amendment”).

In the absence of such protection, the Board believes qualified officers might be deterred from serving as officers of the Company due to potential exposure to personal liability and the risk that substantial expense could be incurred in defending lawsuits, regardless of merit. In approving the proposed Officer Exculpation Amendment, the Board took into account several factors, such as the narrow class and type of claims that such officers would be exculpated from liability pursuant to amended DGCL Section 102(b)(7), the limited number of our officers who would be impacted, and the benefits the Board believes would accrue to us by providing officer exculpation in accordance with DGCL Section 102(b)(7), including, without limitation, the ability to attract and retain key officers and the potential to reduce litigation costs associated with frivolous lawsuits. The Board balanced these considerations with our corporate governance practices and determined that it is advisable and in the best interests of the Company and our stockholders to amend our Certificate of Incorporation to add an officer exculpation provision to eliminate or limit the personal liability of certain officers, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended.

TEXT OF PROPOSED OFFICER EXCULPATION AMENDMENT

The Board proposes amending Article XI of the Amended and Restated Certificate of Incorporation to effect the following changes:

ARTICLE XI

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of his/her fiduciary duty as a director or officer with respect to any acts or omissions in the performance of his or her duties as a director or officer of the Corporation. No amendment to or repeal of this Article XI shall apply to or have any effect on the liability or alleged liability of a director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of directors or officers shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

VOTING AND EFFECT OF VOTE

The amendment requires the affirmative vote of the holders of at least two-thirds of the outstanding shares to amend Article XI, as proposed above.

If the proposed Officer Exculpation Amendment is approved by our stockholders, it would become effective immediately upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, which we would expect to file promptly after the Annual Meeting. After effectiveness of the Officer Exculpation Amendment, the new officer exculpation provision would apply only with respect to acts or omissions by our officers occurring after the date of the Officer Exculpation Amendment.

If the proposed Officer Exculpation Amendment is not approved by our stockholders, our Amended and Restated Certificate of Incorporation would remain unchanged.

In accordance with the DGCL, the Board may elect to abandon the proposed Officer Exculpation Amendment without further action by our stockholders at any time prior to the effectiveness of the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, notwithstanding stockholder approval of the proposed Officer Exculpation Amendment at the Annual Meeting.

BOARD RECOMMENDATION

The Board unanimously recommends that our stockholders approve the proposed Officer Exculpation Amendment, which would amend the Company's Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to Delaware General Corporation Law.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE

OFFICER EXCULPATION AMENDMENT

PROPOSAL NO. 4 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We are asking our stockholders to ratify the appointment by the Audit Committee of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Crowe LLP has advised us that it has no direct or indirect financial interest in us. Representatives of Crowe LLP are expected to be available at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that they will be available to respond to appropriate questions.

VOTING AND EFFECT OF VOTE

Under applicable SEC regulations, the selection of our independent registered public accounting firm is solely the responsibility of the Audit Committee. Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Crowe LLP as the Company’s independent registered public accounting firm. However, we are submitting the selection of Crowe LLP to our stockholders for ratification to obtain our stockholders’ views. If our stockholders fail to ratify the selection of Crowe LLP, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection of Crowe LLP is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our and our stockholders’ best interests.

BOARD RECOMMENDATION

The Board considers the selection of Crowe LLP as our independent registered public accounting firm to be in the best interests of Hanmi and our stockholders.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE

RATIFICATION OF THE APPOINTMENT OF CROWE LLP AS OUR INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025

AUDIT AND NON-AUDIT FEES

FEE INFORMATION

The following table sets forth information regarding the aggregate fees billed for professional services rendered by Crowe LLP for 2024 and 2023:


	2024		2023


Audit Fees(1)	$	1,413,834	$	1,369,700


Audit-Related Fees(2)	$	20,000	$	110,000


Tax Fees	$	—	$	—


All Other Fees	$	—	$	—


TOTAL	$	1,433,834	$	1,479,700

(1)

Includes fees billed for the integrated audit of our annual consolidated financial statements and internal control over financial reporting, for the reviews of the consolidated financial statements included in our Quarterly Reports on Form 10-Q, and for compliance with the Federal Deposit Insurance Corporation Improvement Act.

(2)

Fees relate to review of and consents issued by Crowe for registration statements on Form S-8, a Form S-3 registration statement and Form S-3 registration statement amendments.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has established “Pre-Approval Policies and Procedures” for independent auditor services. Any proposed services not pre-approved or exceeding pre-approved cost levels require specific pre-approval by the Audit Committee. The Audit Committee may not delegate to management its responsibilities to pre-approve services performed by the independent auditor; however, the Audit Committee may delegate pre-approval authority to one or more of its members.

In 2024, the Audit Committee Chairperson was permitted to approve fees up to $50,000 with the requirement that any pre-approved decisions be reported to the Audit Committee at its next scheduled meeting. All services provided by the independent auditors were pre-approved in accordance with the Audit Committee’s pre-approval requirements.

AUDIT COMMITTEE REPORT

The following Audit Committee Report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or the liabilities of Section 18 of the Exchange Act and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates this Audit Committee Report therein.

In performing its functions, the Audit Committee met and held discussions with management and with Crowe LLP, the independent registered public accounting firm for the Company and its wholly-owned subsidiary, Hanmi Bank. Management represented to the Audit Committee that the consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has:

•

Reviewed and discussed the audited financial statements with management;

•

Discussed with the independent registered public accounting firm the matters required to be discussed under the Public Company Accounting Oversight Board (the “PCAOB”); and

•

Received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee regarding independence. The Audit Committee discussed any relationships that may impact the objectivity and independence of Crowe LLP, and satisfied itself as to their independence.

In performing these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for the consolidated financial statements, and of the independent registered public accounting firm that, in its report, expresses an opinion on the conformity of the Company’s consolidated financial statements with U.S. generally accepted accounting principles. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal control over financial reporting designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that the Company’s consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles, that the audit of the Company’s consolidated financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (United States) or that the Company’s independent registered public accounting firm is “independent.”

Based on these discussions and reviews, the Company’s Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC.

      Audit Committee of the Board 

     

      Harry H. Chung (Chairperson) 

     

      Christie K. Chu 

     

      Gloria J. Lee

     

      David L. Rosenblum 

     

      Thomas J. Williams 

     

      Michael M. Yang 

     

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS

Hanmi maintains a Code of Business Conduct and Ethics, which governs the review and approval of transactions with related persons. This policy requires that executive officers, directors, and their family members and entities for which any of those persons serve as officers or partners or in which they have a ten percent (10%) or greater interest, notify Hanmi’s Corporate Secretary before entering into transactions or other arrangements with Hanmi or any of its affiliates (other than loans subject to Regulation O promulgated by the Board of Governors of the Federal Reserve System such as loans exceeding $25,000, which must be approved by the Bank Board). Hanmi’s Corporate Secretary will determine whether, under these guidelines, the transaction or arrangement should be submitted to the Audit Committee for review and approval. In determining whether to submit proposed transactions to the Audit Committee for consideration, Hanmi’s Corporate Secretary will consider, among other things, the aggregate value of the proposed transaction and whether the related person has an indirect or direct material interest in the transaction. The Audit Committee will review all relevant material information and consider, among other things, the benefits to Hanmi of the proposed transaction, and whether the terms of the proposed transaction are comparable to the terms available to an unrelated third party and employees generally. These policies also include provisions for the review and possible ratification of transactions and arrangements that are entered into without prior review.

The Bank did not enter into any related-party transactions that required review, approval, or ratification under these policies in 2024.

TRANSACTIONS WITH RELATED PERSONS

Some of Hanmi’s directors and executive officers, and their immediate families, as well as the companies with which they are associated, are customers of, or have had banking transactions with, Hanmi or Hanmi Bank in the ordinary course of Hanmi’s business, and Hanmi expects to have banking transactions with such persons in the future. Any banking or lending transactions that exist have been made and would be made in the ordinary course of business, in compliance with applicable laws on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with other persons of similar creditworthiness and have and would not involve more than a normal risk of repayment or present other unfavorable features.

BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

OWNERSHIP OF SECURITIES

The following table sets forth information pertaining to “beneficial ownership” (as defined below) of Hanmi’s common stock, by (i) individuals or entities known to Hanmi to own more than five percent (5%) of the outstanding shares of Hanmi’s common stock, (ii) each director and nominee for election, (iii) our NEOs, and (iv) all directors and executive officers of Hanmi as a group. The information contained herein has been obtained from Hanmi’s records and from information furnished to Hanmi by each individual or entity. Management knows of no other person who owns, beneficially or of record, either individually or with associates, more than five percent (5%) of Hanmi’s common stock.

The number of shares “beneficially owned” by a given stockholder is determined under SEC Rules. In general, the beneficial ownership as set forth below includes shares over which an individual or entity has sole or shared voting or investment power and certain shares over which such person has a vested right to acquire, under stock options or otherwise, within sixty (60) days of April 2, 2025, the record date for the annual meeting. Unless otherwise noted, the address for each director and NEO listed below is: c/o Hanmi Financial Corporation, 900 Wilshire Boulevard, Suite 1250, Los Angeles, California 90017. The following information is as of April 2, 2025.


Name and Address of Beneficial Owner	Shares Beneficially Owned		Percentage Beneficially Owned (%)


Beneficial Owners of More than 5% of our Common Stock


BlackRock, Inc.(1)		4,376,934		14.48


Vanguard Group Inc.(2)		2,197,094		7.27


Dimensional Fund Advisors LP(3)		1,774,499		5.87


State Street Corporation(4)		1,589,758		5.26


Directors


John J. Ahn		48,476	*


Christine P. Ball	—		*


Christie K. Chu		27,461	*


Harry H. Chung		34,476	*


Bonita I. Lee(5)		180,810	*


Gloria J. Lee		10,568	*


James A. Marasco		4,040	*


David L. Rosenblum		33,736	*


Thomas J. Williams		23,476	*


Michael M. Yang		27,542	*


Gideon Yu		12,561	*


Named Executive Officers


Romolo C. Santarosa (5)		69,058	*


Anthony Kim(5)		42,058	*


Matthew D. Fuhr(5)(6)		36,145	*


Michael Du(5)		12,614	*


All executive officers and directors as a group (15 persons)		563,021		1.86	(7)

* Less than 1%.

(1)

Based on information as of December 29, 2023 contained in a Schedule 13G/A filed with the SEC on January 23, 2024. BlackRock, Inc. has the sole power to vote or direct the voting of 4,330,777 shares and has the sole power to dispose of or direct the disposition of all 4,376,934 shares. The address for BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.


☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12


☑	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



Proposal		Our Board’s Recommendation


Item 1. Election of Directors (page 13)
The Board believes that the eleven (11) director nominees possess the necessary qualifications to provide effective oversight of the Company’s business and quality advice and counsel to our management.		“FOR” each Director Nominee


Item 2. Advisory Vote to Approve Executive Compensation (“Say-on-Pay” Vote) (page 52)
The Company seeks a non-binding advisory vote from its stockholders to approve the compensation of its Named Executive Officers (“NEOs”) as described in the Compensation Discussion and Analysis and Executive Compensation sections beginning on page 20. Your vote is advisory. Thus it will not be binding upon our Board and may not be construed as overruling any decision by our Board. However, the Compensation and Human Resources Committee will take into account the outcome of the vote when considering future executive compensation arrangements.		“FOR”


Item 3. Officer Exculpation Amendment (page 53)
The Company seeks approval of an amendment to its Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware General Corporation Law. The Board believes it is important to provide not only its directors but also its officers protection from certain liabilities and expenses that may discourage prospective or current officers from serving as officers of the Company.		“FOR”

Item 4. Ratification of Auditors (page 55)
The Audit Committee and the Board believe that the continued retention of Crowe LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of the independent registered public accounting firm. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain Crowe LLP. Even if the selection is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our and our stockholders’ best interests.		“FOR”


Q:	Why did I receive this Proxy Statement?

A:	You received this Proxy Statement and the enclosed proxy card because we are soliciting your vote at the Annual Meeting. As a stockholder of record of our common stock, you are invited to virtually attend the Annual Meeting, and are entitled and requested to vote on the proposals described in this Proxy Statement. This Proxy Statement summarizes the information you need to know to cast an informed vote at the Annual Meeting. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card by mail. You may also vote by telephone or via the Internet. This Proxy Statement, notice of the Annual Meeting, and the enclosed proxy card were posted on the Investors Relations page of www.hanmi.com on or about April 16, 2025.

Q:	Who is entitled to vote and how many votes do I have?

A:	All stockholders of our common stock as of the close of business on April 2, 2025, and only those stockholders, will be entitled to vote at the Annual Meeting. You have one vote for each share of our common stock you owned as of the close of business on the record date.

Q:	How many shares are eligible to be voted?

A:	As of April 2, 2025, 30,217,915 shares of our common stock were outstanding. Each outstanding share of our common stock will entitle its holder to one vote on each matter to be voted on at the Annual Meeting.


Q:	What is the difference between holding shares as a “record” holder and in “street name”?

A:	•	Record Holders: If your shares of common stock are registered directly in your name on our stock records, you are considered the stockholder of record, or the “record holder” of those shares. As the record holder, you have the right to vote your shares online at the virtual Annual Meeting or by proxy.

	•	Street Name Holders: If your shares of common stock are held in an account at a brokerage firm, bank, or other similar entity, then you are the beneficial owner of shares held in “street name.” The entity holding your account is considered the record holder for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct this entity on how to vote the shares held in your account. However, as described below, you may not vote these shares online at the virtual Annual Meeting unless you obtain a legal proxy from the entity that holds your shares giving you the right to vote the shares online at the virtual Annual Meeting.


PROXY STATEMENT SUMMARY	1	PROPOSAL NO. 2 NON-BINDING ADVISORY
Matters to be Considered and Vote		VOTE TO APPROVE EXECUTIVE
Recommendation	1	COMPENSATION (“SAY-ON-PAY” VOTE)	52
Questions and Answers About These Proxy		Voting and Effect of Vote	52

Materials and the Annual Meeting	2	Board Recommendation	52

CORPORATE GOVERNANCE AND BOARD MATTERS	5	PROPOSAL NO. 3 APPROVAL OF OFFICER EXCULPATION AMENDMENT	53
Corporate Governance	5	PROPOSAL NO. 3 APPROVAL OF OFFICER EXCULPATION AMENDMENT	53
Director Independence	6	Voting and Effect of Vote	54
Board Meetings and Committees	6	Board Recommendation	54
Board Leadership Structure	7	PROPOSAL NO. 4 RATIFICATION OF THE

Board’s Role in Risk Oversight	8	APPOINTMENT OF THE INDEPENDENT

Consideration of Director Nominees	9	REGISTERED PUBLIC ACCOUNTING FIRM	55

Communications with the Board	11	Voting and Effect of Vote	55

Director Compensation	11	Board Recommendation	55

Non-Employee Director Compensation Policy	12	AUDIT AND NON-AUDIT FEES	56

Director Stock Ownership Guidelines	12	Fee Information	56

PROPOSAL NO. 1 ELECTION OF DIRECTORS	13	Audit Committee Pre-Approval Policies and

Board of Directors and Nominees	13	Procedures	56

EXECUTIVE OFFICERS	18	AUDIT COMMITTEE REPORT	57

EXECUTIVE COMPENSATION	20	CERTAIN RELATIONSHIPS AND RELATED

Compensation Discussion and Analysis	20	TRANSACTIONS	58

Tax Deductibility of Executive Officer Compensation	36	Review, Approval or Ratification of
Compensation and Human Resources Committee	36	Transactions with Related Persons	58

Report		Transactions with Related Persons	58

Summary Compensation Table	37	BENEFICIAL OWNERSHIP OF PRINCIPAL

Grants of Plan-Based Awards	38	STOCKHOLDERS AND MANAGEMENT	59

Employment Agreements	38	Ownership of Securities	59

Outstanding Equity Awards at Fiscal Year End	41	Delinquent Section 16(a) Reports	60

Option Exercises and Stock Vested	42	OTHER MATTERS	61
Potential Payments upon Termination of		STOCKHOLDER PROPOSALS FOR THE 2026

Employment or Change in Control	43	ANNUAL MEETING	61

CEO Pay Ratio	46	AVAILABILITY OF FORM 10-K	61

Pay versus Performance	47	WHERE YOU CAN FIND MORE INFORMATION	61


Q:	What is a broker non-vote?

A:	Current regulations restrict the ability of your brokerage firm, bank or similar entity to vote your shares, on the election of directors and certain other matters, on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of directors, for the advisory vote regarding the compensation of our NEOs or for the amendment to our Amended and Restated Certificate of Incorporation to limit the liability of officers, no votes will be cast on your behalf. These are referred to as broker non-votes. Your bank or broker does, however, continue to have discretion to vote any shares for which you do not provide instructions on how to vote on the ratification of the appointment of our independent registered public accounting firm (Proposal 4 of this Proxy Statement).

Q:	What is the required quorum at the Annual Meeting?

A:	A quorum for the transaction of business at the Annual Meeting requires the presence, online or by proxy, of the holders of a majority of all shares entitled to vote at a meeting of stockholders. Abstentions and broker non-votes are treated as being present for purposes of establishing a quorum.


Q:	What vote is required to approve each proposal at the Annual Meeting?

A:	1.	Election of Directors. Directors are elected by a majority of votes cast in uncontested elections. In order to be elected to the Board, the votes cast “for” the nominee must exceed the number of votes cast “against” the nominee.

	2.	Advisory Vote on the Compensation of our NEOs. Approval, on an advisory basis, of the compensation of our NEOs requires the affirmative vote of a majority of the shares present online or represented by proxy.

	3.	Approval of Officer Exculpation Amendment. Approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation requires the affirmative vote of two-thirds of the outstanding shares.

	4.	Ratification of Selection of Auditors. Ratification of the selection of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 requires the affirmative vote of a majority of the shares present online or represented by proxy.


Q:	What is the effect of broker non-votes and abstentions?

A:	Abstentions and broker non-votes will be counted for determining a quorum. Your broker, however, will not be entitled to vote without your instruction on Proposals 1, 2 and 3, on the election of directors, the advisory (non-binding) proposal to approve the compensation of our NEOs, and the officer exculpation amendment, respectively. Your broker will be authorized to vote your shares on the ratification of our independent registered public accounting firm even if it does not receive instructions from you, and accordingly, broker non-votes will have no effect on this proposal. Abstentions and broker non-votes will have no effect on the election of directors in Proposal 1. Abstentions and broker non-votes will have the effect of a vote “AGAINST” Proposal 2 for the advisory (non-binding) vote to approve the compensation of NEOs and “AGAINST” Proposal 3 for the officer exculpation amendment. Abstentions will have the effect of a vote “AGAINST” the ratification of our independent registered public accounting firm in Proposal 4.

Q:	How can I vote my shares?

A:	If you hold your shares of common stock in your own name and not through a broker or another nominee, you may vote your shares of common stock by the following methods, subject to compliance with the applicable cutoff times and deadlines described below:



			By Internet You can vote via the Internet using the internet address printed on your proxy card. Internet voting is available 24 hours a day until 11:59 p.m., Pacific Time, on May 27, 2025. If you vote via the Internet, you do not need to return your proxy card.				By Telephone You can vote by dialing the toll-free number printed on your proxy card. Telephone voting is available 24 hours a day until 11:59 p.m., Pacific Time, on May 27, 2025. If you vote by telephone, you do not need to return your proxy card.
			By Mail You can vote by mail by signing, dating and returning the proxy card in the postage-paid envelope provided to you. Proxy cards sent by mail must be received by May 27, 2025.				In Person By attending the Annual Meeting virtually and voting through www.proxydocs.com/HAFC. To attend the Annual Meeting and vote your shares, you must register for the Annual Meeting and provide the control number located on your Notice or proxy card.


Q:	Can I change or revoke my vote after I return my proxy card?

A:	You may revoke a proxy at any time before the vote is taken at the Annual Meeting by advising our Corporate Secretary in writing before the vote at the Annual Meeting is taken, by submitting a properly executed proxy of a later date by mail, telephone or via the Internet, or by attending the Annual Meeting virtually and voting online. Attendance at the Annual Meeting will not by itself constitute revocation of a proxy. Any filing with the Corporate Secretary should be addressed to Hanmi Financial Corporation, 900 Wilshire Boulevard, Suite 1250, Los Angeles, California 90017.

Q:	How do I attend the virtual Annual Meeting?

A:	We have determined that the Annual Meeting will be held solely in a virtual meeting format via the Internet. You will be able to attend and participate in the Annual Meeting online by visiting and registering at www.proxydocs.com/HAFC. See Virtual Annual Meeting above for further information.

Q:	How will proxies be solicited?

A:	In addition to soliciting proxies by mail, our officers, directors, and employees, without receiving any additional compensation, may solicit proxies by telephone, fax, in person, or by other means. Arrangements may also be made with brokerage firms and other custodians, nominees, and fiduciaries to forward proxy solicitation materials to the beneficial owners of our common stock held of record by such persons, and we will reimburse such brokerage firms, custodians, nominees, and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.

Q:	Will any other matters be considered at the Annual Meeting?

A:	We are not aware of any matter to be presented at the Annual Meeting other than the proposals discussed in this Proxy Statement. If other matters are properly presented at the Annual Meeting, then the person named as a proxy will have the authority to vote all properly executed proxies in accordance with the direction of our Board, or, if no such direction is given, in accordance with the judgment of the person holding such proxies on any such matter, including any proposal to adjourn or postpone the Annual Meeting.

Q:	Are there any rules regarding admission to the Annual Meeting?

A:	Yes. You are entitled to attend the Annual Meeting only if you were a stockholder as of the record date, or you hold a valid legal proxy naming you to act for one of our stockholders on the record date. To attend the live webcast, please follow the directions regarding registering online at www.proxydocs.com/HAFC.

Q:	Is my vote confidential?

A:	Your vote will not be disclosed either within the Company or to third parties, except as necessary to meet applicable legal requirements or to allow for the tabulation and certification of the vote.

Q:	Where can I find the voting results of the Annual Meeting?

A:	We will disclose voting results on a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission (the “SEC”) within four business days after the Annual Meeting.