No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

To elect ten (10) directors to serve for terms expiring at the 2022 Annual Meeting of Stockholders and until their successors are elected and qualified;

To provide a non-binding advisory vote to approve the compensation of our Named Executive Officers (“Say-on-Pay” vote);

To approve the Hanmi Financial Corporation 2021 Equity Compensation Plan;

To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and

To consider any other business properly brought before the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

2021 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 26, 2021:

This Proxy Statement and the 2020 Annual Report on Form 10-K are available electronically at

www.hanmi.com by clicking on “Investor Relations” and then “Proxy Materials.”

Item 1. Election of Directors (page 13)

The Board believes that the ten (10) 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 47)

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 18. 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 when considering future executive compensation arrangements.

Item 3. Approval of the 2021 Equity Compensation Plan

The Company seeks approval of the Hanmi Financial Corporation 2021 Equity Compensation Plan described under the Proposal No. 3, Approval of the Hanmi Financial Corporation 2021 Equity Compensation Plan section beginning on page 48, and as attached in its entirety as Annex A to this Proxy Statement. The Hanmi Financial Corporation 2021 Equity Compensation Plan provides flexibility to our Board to offer equity incentives to employees, consultants and non-employee directors as part of their recruitment and retention.

Item 4. Ratification of Auditors (page 58)

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, 2021 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.

Why did I receive this Proxy Statement?

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.

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

All stockholders of our common stock as of the close of business on March 31, 2021, 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.

How many shares are eligible to be voted?

As of March 31, 2021, 30,682,533 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.

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

•

•

What is a broker non-vote?

Current regulations restrict the ability of your brokerage firm, bank or similar entity to vote your shares in the election of directors and 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 approval of the Hanmi Financial Corporation 2021 Equity Compensation Plan, 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).

What is the required quorum at the Annual Meeting?

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.

2

Annual Meeting Proxy Statement 2021

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

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.

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.

Approval of Hanmi Financial Corporation 2021 Equity Compensation Plan. Approval of the Hanmi Financial Corporation 2021 Equity Compensation Plan requires the affirmative vote of a majority of the shares present online or represented by proxy.

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, 2020 requires the affirmative vote of a majority of the shares present online or represented by proxy.

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

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 the election of directors, the advisory (non-binding) proposal to approve the compensation of our NEOs and the proposal to approve the Hanmi Financial Corporation 2021 Equity Compensation Plan.

How can I vote my shares?

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 on the website 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 25, 2021. 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 25, 2021. 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 25, 2021.

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.

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

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.

How do I attend the virtual Annual Meeting?

To ensure the health and well-being of our stockholders, employees and Board during the COVID-19 pandemic, 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 following the Notice of 2021 Annual Meeting of Stockholders for further information.

How will proxies be solicited?

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.

Will any other matters be considered at the Annual Meeting?

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 persons named as proxies 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 persons holding such proxies on any such matter, including any proposal to adjourn or postpone the Annual Meeting.

Are there any rules regarding admission to the Annual Meeting?

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 virtual, live webcast, please follow the directions regarding registering online at www.proxydocs.com/HAFC.

Is my vote confidential?

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

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

We intend to 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.

4

Annual Meeting Proxy Statement 2021

John J. Ahn*

(Chairman)

CEO of WhiteHawk Capital Partners

Kiho Choi*

Managing Partner of CKP, LLP

Christie K. Chu*

President & CEO of CKC Accountancy Corporation

Harry H. Chung*^FE

Chief Operating Officer & Chief Financial Officer of
WhiteHawk Capital Partners

Scott R. Diehl*

Retired (former Group Head of Global Capital Solutions
of Wells Fargo Capital Finance)

Bonita I. Lee

President & CEO of Hanmi and Hanmi Bank

David L. Rosenblum*^FE

(Vice Chairman)

Retired (former Senior Principal of

Deloitte Consulting LLP)

Thomas J. Williams*

Retired (former Senior Vice President & Chief Risk

Officer of BofI Federal Bank)

Michael M. Yang*

Founder & CEO of Michael Yang Capital

Management, LLC

Gideon Yu*

Co-owner of San Francisco 49ers

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 auditor;

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 fees.

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;

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Annual Meeting Proxy Statement 2021

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 bonus payouts.

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 ESG Sub-Committee 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.

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

All of the directors are independent, except for Bonita I. Lee, our President and Chief Executive Officer. The Board has affirmatively determined that the other nine (9) 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 in the Company’s Bylaws 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. 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. Director 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.

8

Annual Meeting Proxy Statement 2021

John J. Ahn

Kiho Choi

Christie K. Chu

Harry H. Chung

Scott R. Diehl

David L. Rosenblum

Thomas J. Williams

Michael M. Yang

Gideon Yu⁽¹⁾

Mr. Yu joined the Boards in 2021 and thus did not receive any compensation in 2020.

Until September 2020, each director who is not an employee of Hanmi (an outside director) was paid a base cash retainer of $48,000 per year for service on the Board, with additional annual committee service retainers of $5,000 (for Audit and LCP Committees), $4,000 (for CHR Committee), and $2,500 (for NCG, RCP and Asset Liability Management Committees). Chairs

10

Annual Meeting Proxy Statement 2021

On September 23, 2020, the Company granted 5,053 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 number of shares granted and the closing price of the Company’s stock on the grant date, which was $7.62 in accordance with FASB ASC Topic 718. At December 31, 2020, each of the directors had 5,053 restricted shares outstanding and no stock options outstanding.

Audit Committee

$

5,000

LCP Committee

$

5,000

CHR Committee

$

4,000

NCG Committee

$

2,500

RCP Committee

$

2,500

Asset Liability Management Committee

$

2,500

Adjusted  

Audit Committee

$

12,000

$

10,000

LCP Committee

$

12,000

$

8,000

CHR Committee

$

10,000

$

9,000

NCG Committee

$

10,000

$

9,000

RCP Committee

$

10,000

$

9,000

Asset Liability Management Committee

$

10,000

$

9,000

12

Annual Meeting Proxy Statement 2021

John J. Ahn

Director since: 2014

Age: 56

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. He currently serves on the Board of Directors of Keppel Pacific Oak, an office REIT with properties located in key growth markets in the U.S. and traded on the Singapore Exchange (SGX: CMOU). 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.

Kiho Choi

Director since: 2018

Age: 65

Board Committees:

Audit, NCG, RCP

Experience

Mr. Choi currently serves as the Managing Partner and is a Founding Partner of CKP, LLP, the largest Korean-American full-service accounting firm in the U.S., providing services to private companies and U.S. subsidiaries of Korean companies. Mr. Choi has more than 30 years of assurance and business advisory experience and specializes in serving middle-market companies in banking, health care, manufacturing and wholesale distribution. He also served as a past President of the Korean American CPA Society of Southern California, and as an Advisory Member to the Korea Trade Investment Promotion Agency of Los Angeles. He is a member of the American Institute of Certified Public Accountants and a member of the California Society of Certified Public Accountants. Mr. Choi is currently an independent director of the Board of Directors of Netlist, Inc., an information technology company, and was formerly a member of the Board of Directors of BBCN Bancorp, Inc. and BBCN Bank. Mr. Choi earned his B.S. and M.S. degrees in accounting from the University of Illinois at Chicago.

Qualifications

Our Board believes that Mr. Choi should serve as a director because of his significant accounting and financial expertise, as well as executive leadership experience and strong relationships within the Korean-American business community.

Christie K. Chu

Director since: 2015

Age: 56

Board Committees:

Audit, CHR, NCG

Experience

Ms. Chu currently serves as the founder, President and CEO of CKC Accountancy Corporation, a tax management and financial consulting firm. Ms. Chu brings over 30 years of experience as a Certified Public Accountant, the last 24 years at CKC Accountancy Corp, and previous to that at 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 National Association of Corporate Directors .. 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 fully understands our core business customer and how to appeal to the next generation of business leaders and the Korean-American business community.

Harry H. Chung

Director since: 2016

Age: 51

Board Committees:

Audit, CHR

Experience

Mr. Chung brings over 25 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. Previously, 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.

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Annual Meeting Proxy Statement 2021

Scott R. Diehl

Director since: 2018

Age: 59

Board Committees:

CHR, NCG, RCP

Experience

Mr. Diehl brings over 30 years of experience from the banking and financial industry, having spent his entire career at Wells Fargo Capital Finance and its predecessor corporation, Foothill Capital Corporation. Prior to his retirement in 2017, Mr. Diehl was a Group Head overseeing the Factoring, Receivable Securitization and Supply Chain Finance lending units. Prior to this role, his Industries Group oversaw the Lender Finance, Technology Finance, Healthcare Finance and Supply Chain Finance business units. Mr. Diehl also served in various other leadership positions related to asset-based lending and commercial finance for Wells Fargo Finance and Foothill Capital Corporation. Mr. Diehl earned his B.A. degree in history from Brown University.

Qualifications

Our Board believes that Mr. Diehl should serve as a director because his experience in specialty lending is valuable to the Company. Mr. Diehl’s broad banking experience as an executive at Wells Fargo, and its predecessor, will enable him to positively contribute to the growth of Hanmi and its product lines.

Bonita I. Lee

Director since: April 2019

Age: 58

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 August 2013. She was promoted to serve as our President on June 15, 2018. She was previously 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.

David L. Rosenblum

Director since: 2014

Age: 68

Vice Chairman of our Board

Board Committees:

Audit, CHR, RCP

Experience

Mr. Rosenblum is retired and 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 and 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 new private equity firm focused on mid- and lower-mid market business, technology services and healthcare firms. Mr. Rosenblum currently serves as Chairman of the Pacific Southwest Chapter of National Association of Corporate Directors (“NACD”) and serves as a director of the Library Foundation of Los Angeles. Prior to his current roles, he served on the board of Deloitte Consulting LLP and was a member of the Wesleyan University board of trustees. 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, as the Chairman of the Pacific Southwest Chapter of the NACD, he brings deep knowledge regarding best practices in running our Board.

Thomas J. Williams

Director since: 2016

Age: 58

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: 59

Board Committees:

CHR, NCG

Experience

Mr. Yang brings over 30 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 corporate development. Mr. Yang earned his B.S. degree in electrical engineering 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.

Qualifications

Our Board believes that Mr. Yang should serve as a director because of his executive experience in growing companies, as well as his strategic planning, mergers and acquisitions, corporate development and technological knowledge.

Gideon Yu

Director since: 2021

Age: 50

Board Committees:

CHR, RCP

Experience

Mr. Yu has more than 20 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 President of color 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 currently serves on the Board of Trustees of the Monterey Bay Aquarium and the Council of Korean Americans and is on the National Leadership Council of the Navy SEAL Foundation. Mr. Yu earned his B.S. degree in Industrial Engineering and Engineering Management from Stanford University and received his 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.

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Annual Meeting Proxy Statement 2021

Name

 Age

Experience and Qualifications

Bonita I. Lee

President and Chief Executive Officer

(“CEO”); Director

 58 

For Ms. Lee’s experience and qualifications, see Board of Directors and Nominees on page 15.

Romolo C. Santarosa

Senior Executive Vice President

and Chief Financial Officer

(“CFO”)

 64 

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 28 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 the Hanmi and Hanmi Bank, he was Executive Vice President and Chief Operating Officer at Opus Bank for three years, Senior Executive Vice President and Chief Financial Officer and Chief Operating Officer at First California Financial Group, Inc. and its bank subsidiary for eleven years, and served in leadership positions with several West Coast and East Coast financial institutions. Mr. Santarosa is a Certified Public Accountant (inactive) in New York and Connecticut and was an Audit Senior Manager with Price Waterhouse. Mr. Santarosa earned his B.S. degree in accounting and a minor in mathematics from Ithaca College.

Anthony Kim

Executive Vice President and

Chief Banking Officer (“CBO”)

 53 

Mr. Kim has served as Executive Vice President and Chief Banking Officer of Hanmi Bank since June 2019. 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.

18

Annual Meeting Proxy Statement 2021

Name

 Age

Experience and Qualifications

Matthew D. Fuhr

Executive Vice President and

Chief Credit Administration

Officer (“CCAO”)

 58 

Mr. Fuhr has served as Executive Vice President and Chief Credit Administration Officer of Hanmi Bank since March 2017. He previously served as 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.

Min Park

Executive Vice President and

Chief Credit Risk Officer (“CCRO”)

 58 

Mr. Park has served as Executive Vice President and Chief Credit Risk Officer of Hanmi Bank since March 2017. He previously served as Executive Vice President and Chief Credit Officer from April 2015 until the organizational change of the credit administration division. Mr. Park joined Hanmi Bank as Executive Vice President and Deputy Chief Credit Officer in August 2014. Prior to his tenure with Hanmi Bank, he was Senior Vice President and Manager of Commercial Business Credit at East West Bank for four years. Mr. Park has over 35 years of banking experience. Mr. Park earned his B.A. degree in business administration from Kansas State University.

Michael Du

Senior Vice President and

Chief Risk Officer (“CRO”)

 48 

Mr. Du has served as Chief Risk Officer of Hanmi Bank since 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. 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.

Patrick Carr

Senior Vice President and

Chief Accounting Officer

 48 

Mr. Carr has served as Chief Accounting Officer of Hanmi Bank since September 2020. He previously worked for over 13 years at JP Morgan Chase, most recently serving as Managing Director, Consumer Risk Analytics. In that role, he focused on consumer financial planning and analysis. Mr. Carr is a certified public accountant and previously worked for Arthur Anderson and Ernst & Young for nine years. Mr. Carr earned his B.S. degree in business administration in accountancy from John Carroll University.

Bonita I. Lee: President & Chief Executive Officer

Romolo C. Santarosa: Senior EVP & Chief Financial Officer

Anthony Kim: EVP & Chief Banking Officer

Matthew D. Fuhr: EVP & Chief Credit Administration Officer

Min Park: EVP & Chief Credit Risk Officer

Operating Results,

Profitability and Value

Creation

•  Net income was $42.2 million, which included $45.5 million of credit loss expense primarily attributed to the pandemic

•  Loans and leases receivable were $4.88 billion, which included $308 million of loans under the Paycheck Protection Program (PPP)

•  Deposits were $5.28 billion, up 12.3% from 2019, reflecting depositors seeking safety for their funds as well as proceeds from PPP loans and other government assistance programs

•  Efficiency ratio of 53.1%

•  Nonperforming loans and leases were $83.0 million, and the allowance to loans and leases was 1.85%, which reflect the effect of the pandemic

•  Annual 2020 dividend of $0.52 per share, down from $0.96 per share in 2019 due to efforts to conserve capital during the pandemic

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Annual Meeting Proxy Statement 2021

  Stockholder Feedback

Our Response

Long-term incentive awards did not include performance criteria

In 2020, we implemented a long-term incentive plan for the CEO:

•  55% of the award granted in 2020 is subject to performance vesting based on TSR performance relative to the KBW Regional Bank Index over a three-year performance period; 45% of the award is subject to time-based vesting.

•  The next long-term incentive award for the NEOs will follow the same model.

Vesting periods were too short for the time-based retention awards to two NEOs

Factors considered under the Personal Performance component of the annual cash incentive plan (the “AIP”) were not disclosed

Threshold and maximum payout opportunities for the AIP were not disclosed

  Element

Type

2020 Highlights

When setting base salaries, the CHR Committee considers factors such as experience, responsibilities, job performance, and market compensation information.

Due to the business uncertainties in the market caused by the COVID-19 pandemic, the CHR Committee and management decided against any increases in base salaries for the NEOs in 2020.

Short-Term

Cash Incentive

Compensation

The Company maintains a performance-based annual cash incentive plan for the NEOs, which is payable contingent on the achievement of pre-established financial results for the Company and individual performance objectives. For 2020, the performance-based annual cash incentive goals were scheduled to be adopted in March 2020. However, due to the onset of the COVID-19 pandemic and the significant impact of the pandemic on our business, the CHR Committee decided to postpone the implementation of the annual cash incentive until July 2020 to allow for time to assess the appropriate performance metrics, weightings, and targets.

A significant portion of the NEOs’ total direct compensation is delivered in the form of a performance-contingent, cash-based annual incentive opportunity – focused on business metrics and individual metrics tied to their specific roles and responsibilities. In 2020, we added threshold / target / 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 established goals. Resulting incentive payouts for each NEO are summarized in the table below.

Executive

Annual Cash Incentive

(% of Target)

Annual Cash Incentive

(% of Salary)

Mr. Park

80%

20%

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Annual Meeting Proxy Statement 2021

Element

Type

2020 Highlights

  Long-Term

  Incentive Awards

  (Equity)

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.

•  Ms. Lee received a grant of 19,188 shares of restricted stock in 2020, which will vest in equal installments over three years beginning on the first anniversary of the date of grant. Ms. Lee also received a grant of 23,937 shares of performance-based restricted stock unit that will vest at the end of the three-year performance period based on the Company’s Total Shareholder Return (“TSR”) performance relative to companies in the KBW Regional Banking Index for the three-year performance period. No shares will be issued unless the Company’s TSR is positioned at or above the 35^th percentile for the three-year performance period.

•  Mr. Santarosa did not receive any equity awards in 2020 beyond a year of service award of 34 shares of stock, which is offered to all full-time employees upon completion of a certain years of service milestone.

•  In 2020, Mr. Kim, Mr. Fuhr and Mr. Park received grants of 2,000, 3,000 and 1,200 shares of restricted stock, respectively. Shares vest in equal installments over three years beginning on the first anniversary of the date of grant.

•  Mr. Fuhr also received a year of service award of 34 shares of stock, which is offered to all full-time employees upon completion of a certain years of service milestone.

A clawback policy applicable to all executive officers which was adopted in 2018.

Stock ownership guidelines established for the CEO and CFO.

No excise tax gross-up payments.

No dividends are accrued or paid on unvested shares of performance-based awards.

No hedging or pledging transactions.

A focus on variable compensation, evidenced by the fact that variable, performance-based compensation comprises a majority of our CEO’s pay. The target pay mix for our CEO and other NEOs, on average, is shown in the charts below. Target pay mix includes 2020 salary, 2020 Annual Incentive Plan target, and the grant date fair value of equity awards granted in 2020.

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 shareholder 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.

Allow the Company to compete for, retain and motivate talented executives critical to its success, consistent with its compensation philosophy.

Allow the Company to effectively engage institutional shareholders. Hanmi values our shareholders and works to have open two-way communication on all matters of importance. We proactively seek out our shareholders’ 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.

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Annual Meeting Proxy Statement 2021

Foster an ownership culture among the chief executive officer, chief financial officer and the directors through minimum stock ownership guidelines.

Review 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.

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.

Mr. Kim was not a Named Executive Officer in 2019; however, like all of our Executive Vice Presidents, Mr. Kim did not receive an increase in his base salary in 2020 so his base salary was the same in 2019 and 2020.

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Annual Meeting Proxy Statement 2021

Performance Goals

Actual

Result

Actual

Result as
% of
Target

Adjusted
Result
(excluding
Security
Gains)

Adjusted
Result as
% of
Target

ROAA

NPA/Assets

Efficiency Ratio

While adjusted results fell between Target and Maximum, total AIP payouts were capped at Target.

ROAA

NPA/Assets

Efficiency Ratio

Strategic Plan / Project

Based on completion of strategic plan business initiatives

Discretionary

Discretionarily assessed based on personal performance factors.

Eligible Salary

Target % of Salary

% Achieved

Payout % of Base Salary

Actual Payout

Actual ROAA of 0.72% has been adjusted by excluding securities gains and the estimated impact on credit loss expense arising from the COVID-19 pandemic.

Actual NPA to Assets of 1.70% has been adjusted by excluding specific loans whose downgrade was attributed to the COVID-19 pandemic.

Actual Efficiency ratio of 53.57% has been adjusted to 57.16% by excluding securities gains.

In its evaluation of Ms. Lee’s performance, the CHR Committee based achievement of the strategic plan/project metric on Ms. Lee’s successful management of PPP efforts, including funding of 3,064 loans totaling $309 million and earning $11 million of fee income on these loans. The Bank offered informational training to interested groups and reached out to various communities to assist with PPP and forgiveness. The discretionary metric achievement is based on Ms. Lee’s management of the Company during the COVID-19 pandemic.

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Annual Meeting Proxy Statement 2021

ROAA

NPA/Assets

Efficiency Ratio

Strategic Plan / Project

Discretionary

Eligible Salary

Target % of Salary

% Achieved

Payout % of Base Salary

Actual Payout

Actual ROAA of 0.72% has been adjusted by excluding securities gains and the estimated impact on credit loss expense arising from the COVID-19 pandemic.

Actual NPA to Assets of 1.70% has been adjusted by excluding specific loans whose downgrade was attributed to the COVID-19 pandemic.

Actual Efficiency ratio of 53.57% has been adjusted to 57.16% by excluding securities gains.

In its evaluation of Mr. Santarosa’s performance, the CHR Committee based achievement of the strategic plan / project metric on the completion of ten identified 2020-2023 strategic plan business initiatives (weighted 20%) and COVID-19 Crisis Management of earnings, liquidity and capital (weighted 20%). The CHR Committee based achievement of the discretionary component on the improved performance of operations, IT management of the remote work efforts, and the procurement support for the protection of employees and customers.

ROAA

NPA/Assets

Efficiency Ratio

Total Loans

Total Deposits

Noninterest-bearing Deposits

Income Budget

Risk Management

Discretionary

Eligible Salary

Target % of Salary

% Achieved

Payout % of Base Salary

Actual Payout

Actual ROAA of 0.72% has been adjusted by excluding securities gains and the estimated impact on credit loss expense arising from the COVID-19 pandemic.

Actual NPA to Assets of 1.70% has been adjusted by excluding specific loans whose downgrade was attributed to the COVID-19 pandemic.

Actual Efficiency ratio of 53.57% has been adjusted by excluding securities gains.

In its evaluation of Mr. Kim’s performance, the CHR Committee based achievement related to success of regulatory and audit initiatives reflective of sound risk management practices in lending.

In its evaluation of Mr. Kim’s performance, the CHR Committee based achievement on Mr. Kim managing branches successfully through the COVID-19 pandemic without interruption, successfully managing the loan portfolio and management of the PPP loan program.

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Annual Meeting Proxy Statement 2021

ROAA

NPA/Assets

Efficiency Ratio

Risk Management

Strategic Plan / Project

Based on implementation of enhanced express loan and leasing processes

Discretionary

Eligible Salary

Target % of Salary

% Achieved

Payout % of Base Salary

Actual Payout

Actual ROAA of 0.72% has been adjusted by excluding securities gains and the estimated impact on credit loss expense arising from the COVID-19 pandemic.

Actual NPA to Assets of 1.70% has been adjusted by excluding specific loans whose downgrade was attributed to the COVID-19 pandemic.

Actual Efficiency ratio of 53.57% has been adjusted to 57.16% by excluding securities gains.

In its evaluation of Mr. Fuhr’s performance, the CHR Committee based achievement on Mr. Fuhr developing enhanced credit policies and procedures and the successful portfolio management of COVID-19 related issues.

In its evaluation of Mr. Fuhr’s performance, the CHR Committee based achievement on Mr. Fuhr successfully implementing new enhanced credit administration systems.

In its evaluation of Mr. Fuhr’ s performance, CHR Committee based achievement on enhanced reporting, procedures and management of the impacts as a result of COVID-19.

ROAA

NPA/Assets

Efficiency Ratio

Operations

Strategic Plan

Based on factors related to regulatory and audit initiatives including work completed on CECL initiative

Risk Management

Based on satisfactory internal control and conditions management

Discretionary

Eligible Salary

Target % of Salary

% Achieved

Payout % of Base Salary

Actual Payout

Actual ROAA of 0.72% has been adjusted by excluding securities gains and the estimated impact on credit loss expense arising from the COVID-19 pandemic.

Actual NPA to Assets of 1.70% has been adjusted by excluding specific loans whose downgrade was attributed to the COVID-19 pandemic.

Actual Efficiency ratio of 53.57% has been adjusted to 57.16% by excluding securities gains.

In its evaluation of Mr. Park’s performance, the CHR Committee based achievement on successfully implementing an enhanced loan review process.

In its evaluation of Mr. Park’s performance, the CHR Committee based achievement on work completed on regulatory and audit initiatives, including successfully implementing and managing the CECL model.

In its evaluation of Mr. Park’s performance, the CHR Committee based achievement on implementing, managing and maintaining satisfactory internal controls in 2020 in the face of challenges from COVID-19.

In its evaluation of Mr. Park’s performance, the CHR Committee based achievement on successfully leading the internal management committee to address the pressures of COVID-19 volatility.

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Annual Meeting Proxy Statement 2021

On August 5, 2020, the CHR Committee granted 19,188 shares of restricted stock to Ms. Lee, at which time our closing price was $9.85 per share. The shares vest in equal annual installments over three years beginning on the first anniversary of the date of grant.

On June 25, 2020, the CHR Committee granted 2,000, 3,000 and 1,200 restricted shares to Mr. Kim, Mr. Fuhr and Mr. Park, respectively, at which time our closing price was $9.33 per share. The shares vest in equal annual installments over three years 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, retention considerations and ownership levels of similarly situated executives at the Company.

On August 5, 2020, the CHR Committee granted 23,937 shares of performance-based restricted stock units to Ms. Lee.

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

At the 35^th percentile TSR achievement (threshold) for the three-year performance period, 50% of the units granted will be earned. At the 50^th percentile TSR achievement (target) for the three-year performance period, 100% of the units granted will be earned. At the 75^th percentile TSR achievement (maximum) for the three-year performance period, 150% of the units granted will be earned. Performance between the 35^th and 50^th percentiles and between the 50^th and 75^th 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 the three-year performance period.

            Below 35th Percentile

            35th Percentile

            50th Percentile

            75th Percentile