DEF 14A 1 def14a-51163_ewb.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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	☐		Soliciting Material Pursuant to §240.14a-12

East West Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 2:00 p.m. Pacific Time on May 27, 2021

TO THE STOCKHOLDERS OF EAST WEST BANCORP, INC.:

The Annual Meeting of Stockholders of East West Bancorp, Inc., a Delaware corporation (the “Company”), will be held on May 27, 2021, at 2:00 p.m. Pacific Time, virtually via the internet at www.meetingcenter.io/253538535, for the following purposes, as more fully described in the accompanying Proxy Statement:

To elect eight directors to serve until the next annual meeting of stockholders and to serve until their successors are elected and qualified;

To approve, on an advisory basis, our executive compensation for 2020;

To approve the East West Bancorp, Inc. 2021 Stock Incentive Plan;

To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021; and

To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting.

To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or the instructions that accompanied your proxy materials. The password for the meeting is EWBC2021.

The Board of Directors of the Company has fixed the close of business on March 30, 2021 as the record date for the Annual Meeting. Only holders of our common stock as of the record date are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the Proxy Statement.

Properly signed and returned proxy cards permit each proxy holder to vote on any other business that may properly come before the Annual Meeting and at any and all adjournments thereof, in his or her discretion. As of the date of mailing, the Board of Directors of the Company is not aware of any other matters that may come before the Annual Meeting.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS, WE URGE YOU TO SUBMIT YOUR VOTE VIA THE INTERNET, TELEPHONE OR MAIL. Instructions for voting are described in the Company’s Proxy Statement for the Annual Meeting, Notice of Internet Availability of Proxy Materials and proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 27, 2021:

Pursuant to the Securities and Exchange Commission (“SEC”) rules related to the availability of proxy materials, the Company has made its Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2020 available at www.envisionreports.com/EWBC.

We intend to hold our 2021 Annual Meeting of Stockholders solely through live webcast. We are making this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2020 available to stockholders of record at www.envisionreports.com/EWBC. On or about April 15, 2021, we will begin mailing to our stockholders of record a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review this Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2020. This Notice also instructs you on how you may submit your proxy over the internet or via telephone. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting those materials included in this Notice.

We appreciate your continued support of the Company.

	By order of the Board of Directors,


	LISA L. KIM
	Corporate Secretary
	Pasadena, California
	April 3, 2021

TABLE OF CONTENTS

SUMMARY OF PROXY INFORMATION	6
Your Vote is Important	6
Matters to be Considered and Vote Recommendation	6
COMPANY HIGHLIGHTS	7
East West Bancorp, Inc. at a Glance	7
Financial Summary	7
Environmental, Social and Governance (“ESG”) Highlights	8
Community Highlights	8
Summary Information about Director Nominees	9
Corporate Governance Highlights	10
Executive Compensation Highlights	11
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	12
Proposal 1: Election of Directors	12
Board of Directors and Nominees	12
Director Nominee Qualifications and Experience	13
Governance Documents	17
Director Independence, Financial Experts and Risk Management Experience	17
Board Leadership Structure	18
Director Education and Self-Assessment	18
Board Meetings and Committees	19
Stockholder Nominees	22
Identifying and Evaluating Nominees for Directors	23
Communications with the Board	23
Executive Sessions	23
Stock Ownership Guidelines	23
No Pledging/Hedging of Company Securities	24
Certain Relationships and Related Transactions	24
Director Compensation	24
2020 Non-Employee Director Compensation Table	25

COMPENSATION DISCUSSION AND ANALYSIS	26
2020 Financial Performance Highlights	27
2020 Response to the COVID-19 Pandemic	29
Framework and Process for Determining Executive Compensation	30
Primary Elements of Our Executive Compensation Program	34
2020 Compensation Decisions for Named Executive Officers	40
Other Compensation Policies and Information	42
Compensation Committee Report	43
Summary Compensation Table	44
Grants of Plan-Based Awards	45
Outstanding Equity Awards at Year-End	46
Option Exercises and Stock Vested	48
Nonqualified Deferred Compensation Table	48
Retirement Plans	49
Employment Agreements and Potential Payments upon Termination or Change in Control	49
CEO to Median Employee Pay Ratio	51
Compensation Committee Interlocks and Insider Participation	52
Proposal 2: Advisory Vote to Approve Executive Compensation	53
STOCK INCENTIVE PLAN	54
Proposal 3: Approval of East West Bancorp, Inc. 2021 Stock Incentive Plan	54
Overview of 2021 Stock Incentive Plan	54
Summary of Plan Features	56
RATIFICATION OF AUDITORS	63
Proposal 4: Ratification of Auditors	63
Audit Fees, Audit Related Fees, Tax Fees and All Other Fees	63
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	64
Audit Committee Report	64
STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS AND MANAGEMENT	66
OTHER INFORMATION	67

Voting Information and Questions You May Have	67
Proposals of Stockholders	72
Annual Report on Form 10-K	72
Other Business	72
APPENDIX A
East West Bancorp, Inc. 2021 Stock Incentive Plan	73

Name	Age	Director Since	Primary Occupation	A	B	C	E	N	R
Molly Campbell*	60	2014	Retired, Former Director of the Port Department of the Port Authority of New York and New Jersey	ü FE		ü		ü
Iris S. Chan*	75	2010	CEO of Ameriway		ü Chair				ü RE
Archana Deskus*	55	2019	Chief Information Officer, Intel Corporation						ü
Rudolph I. Estrada* (LD)	73	2005	CEO of Estradagy Business Advisors	ü	ü		ü		ü Chair
Paul H. Irving*	68	2010	Chairman of the Milken Institute Center for the Future of Aging	ü	ü			ü Chair
Jack C. Liu*	62	1998	Senior Attorney, Alliance International Law Offices			ü Chair		ü
Dominic Ng	62	1991	Chairman of the Board and CEO of East West Bancorp, Inc. and East West Bank				ü Chair
Lester M. Sussman*	66	2015	Retired, Former Vice President, Advisory Services of Resources Global Professionals	ü Chair FE		ü			ü RE

Director Nominees	Age	Year First Appointed	Committee Memberships	Current Term Expires
Molly Campbell *	60	2014	A (FE), C, N	2021
Iris S. Chan *	75	2010	B (Chair), R (RE)	2021
Archana Deskus *	55	2019	R	2021
Rudolph I. Estrada (LD)*	73	2005	A, B, E, R (Chair)	2021
Paul H. Irving *	68	2010	A, B, N (Chair)	2021
Jack C. Liu *	62	1998	C (Chair), N	2021
Dominic Ng	62	1991	E (Chair)	2021
Lester M. Sussman *	66	2015	A (FE and Chair), C, R (RE)	2021

Name⁽¹⁾	Fees Earned or Paid in Cash ($)	Stock Awards⁽²⁾ ($)	Total ($)
Molly Campbell	100,533	109,967	210,500
Iris S. Chan	118,533	109,967	228,500
Archana Deskus	94,533	109,967	204,500
Rudolph I. Estrada	234,533	109,967	344,500
Paul H. Irving	121,533	109,967	231,500
Jack C. Liu	116,033	109,967	226,000
Lester M. Sussman	123,533	109,967	233,500

Dominic Ng	Chairman and Chief Executive Officer
Irene H. Oh	Executive Vice President, Chief Financial Officer
Douglas P. Krause	Vice Chairman, Chief Corporate Officer
Andy Yen	Executive Vice President, Head of International and Commercial Banking
Gary Teo⁽¹⁾	Senior Vice President, Head of Human Resources
Catherine Zhou⁽²⁾	Former Executive Vice President, Head of Consumer Banking and Digital Banking



Our Executive Compensation Program
What We Do		What We Don’t Do
ü	Place a substantial majority of executive compensation at risk and subject to performance metrics	×	Do not allow re-pricing of stock options without stockholder approval
ü	Engage with and consider stockholder input in designing our executive pay programs	×	Do not provide “single trigger” change in control payments to executive officers
ü	Grant all of our NEOs’ total long-term incentives in performance-based restricted stock units	×	Do not permit hedging or pledging of Company stock
ü	Link annual NEO incentive pay to objective, pre-established financial performance goals	×	Do not permit gross-ups for excise or other taxes on severance or in connection with a change in control
ü	With oversight from the Compensation Committee, perform annual risk assessments to ensure that our compensation policies and programs are not likely to materially increase the Company’s risk exposure
ü	Engage an independent compensation consultant that reports solely to the Compensation Committee
ü	Maintain stock ownership requirements for all NEOs, including a requirement that a majority of stock grants (net of taxes) must be held until retirement
ü	Maintain a relevant peer group
ü	Maintain a clawback policy
ü	Listen to and engage with our stockholders regarding executive compensation decisions and philosophy
ü	Conduct an annual review and approval of our compensation strategy

Compensation Committee Resource	Description
Compensation Committee Consultant	The independent compensation consultant reports directly to the Compensation Committee. The independent compensation consultant also advises the Compensation Committee on trends and issues in executive compensation and provides comparative compensation information for companies with which the Company competes for talent. The Compensation Committee has the sole authority to retain and oversee the work of the consultants, who do not provide services to Company management. The Compensation Committee evaluates the independence of the consultant.
The Company’s Human Resources Department	The Company’s Human Resources Department provides additional analysis, administrative support and counsel as requested by the Compensation Committee.
Say-on-Pay Proposal	The Compensation Committee has considered the annual “Say-on-Pay” vote, which was approved by approximately 98% of votes cast at the 2020 annual meeting and solicited input from a number of our larger stockholders. The Compensation Committee believes that the proposed compensation structure with the modifications discussed elsewhere in this Proxy Statement is appropriate for the Company.

Compensation Components
Base Salary	Description	Fixed compensation delivered in cash to reflect each executive’s role and performance.
	Rationale	Market-aligned component of the overall pay package to provide a competitive level of fixed income, which is key to attracting and retaining highly qualified executive officers.
	Measurement Period	Ongoing
Performance-Based Bonus Plan	Description	Designed to effectively motivate and annually compensate executive officers through cash bonuses, based on the achievement of business and/or individual performance.
	Rationale	· Motivates achievement of critical short-term financial and strategic results. · Provides balance between financial metrics and strategic measures and ensures alignment across key strategic focus areas. · Provides appropriate line of sight for executive officers through the use of individual and department goals.
	Applicable Key Performance Metrics	· Financial metrics: earnings per share, deposit growth, cost of deposits, non-performing assets to total assets ratio and net charge-off ratio. · Individual performance and overall contributions. · For 2020, due to the unpredictable business environment brought about by the COVID-19 pandemic, the Compensation Committee also considered the effectiveness of the executive team in managing the response to the pandemic as it relates to protecting employees, serving customers, maintaining financial discipline and serving the communities in which we operate.
	Measurement Period	One Year
Long-Term Incentive (“LTI”) Award – Restricted Stock Units (“RSUs”)	Description	Designed to motivate NEOs by means of appropriate incentives to achieve long-range goals and align NEOs' interests with those of our stockholders, through compensation that is based on our common stock.
	Rationale	· Focuses on achievement of critical long-term operating results. · Establishes strong alignment with long-term stockholder interests, through performance-based payouts in shares of our common stock. · Enhances retention and drives stockholder value creation.
	Applicable Key Performance Metrics	Financial metrics: ROA, ROE and TSR, relative to the KRX.
	Measurement Period	Three Years

Executive	Title	Target Bonus % of Salary	Corporate Performance	Individual Performance
Dominic Ng	Chairman and CEO	100%	100%	0%
Irene Oh	EVP – CFO	80%	50%	50%
Doug Krause	Vice Chairman – Chief Corporate Officer	80%	50%	50%
Andy Yen	EVP – Head of International and Commercial Banking	50%	30%	70%
Gary Teo	SVP – Head of Human Resources	50%	30%	70%
Catherine Zhou ⁽¹⁾	Former EVP - Head of Consumer Banking and Digital Banking	100%	30%	70%

Financial Metrics	Weighting	Threshold	Target	Maximum	2020 Result	Metric Achievement	Pro-forma Achievement
Adjusted EPS	50%	$4.08	$4.53	$4.98	$3.95*	0%	82%
Total Deposit Growth	10%	3.00%	5.90%	8.50%	13.10%	200%	200%
Average Cost of Deposits	10%	0.90%	0.84%	0.78%	0.45%	200%	100%
Average Quarterly NPA-to-Total Assets	15%	0.50%	0.33%	0.20%	0.43%	71%	71%
Full Year Net Charge-Off Ratio	15%	0.40%	0.22%	0.12%	0.17%	150%	150%
Total for Financial Metrics						73%	104%

Metric	Weighting	Threshold (50% payout)	Target (100% payout)	Maximum (200% payout)
ROA	37.5%	30^th percentile	50^th percentile	>=80^th percentile
ROE	37.5%	30^th percentile	50^th percentile	>=80^th percentile
TSR	25%	30^th percentile	50^th percentile	>=80^th percentile

NEO	2020 Performance-Based Bonus
Dominic Ng	$1,034,025
Irene H. Oh	$414,324
Douglas P. Krause	$439,088
Andy Yen	$198,423
Gary Teo	$197,179
Catherine Zhou ⁽¹⁾	$0

NEO	2020 Performance-based Restrict Stock Units (“PRSUs”): Number of Shares	2020 Restricted Stock Unit (RSUs): Number of Shares
Dominic Ng	112,726	-
Irene H. Oh	18,788	-
Douglas P. Krause	14,029	-
Andy Yen	7,015	-
Gary Teo	-	7,015
Catherine Zhou⁽¹⁾	12,526	-

	THE COMPENSATION COMMITTEE

	Jack C. Liu, Chairman
	Molly Campbell
	Lester M. Sussman

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

Dominic Ng		2020	$	1,275,000		—	$	4,487,082		—	$	1,034,025	$	137,668	$	6,933,775
Chairman and Chief		2019		1,262,308		—		5,100,074		—		930,750		120,109		7,413,241
Executive Officer		2018		1,200,000		—		4,670,788		—		1,621,200		95,696		7,587,684

Irene H. Oh		2020		635,524		—		749,529		—		414,324		22,012		1,821,389
Executive Vice President		2019		608,154		—		822,634		—		400,644		14,985		1,846,417
and Chief Financial Officer		2018		534,423		200,000		728,291		—		495,220		41,029		1,998,963

Douglas P. Krause		2020		516,692		—		560,159		—		439,088		41,932		1,557,871
Vice Chairman and Chief		2019		496,615		—		617,481		—		324,400		32,984		1,471,480
Corporate Officer		2018		469,615		—		520,791		—		434,419		29,856		1,454,681

Andy Yen		2020		442,261		—		281,089		—		198,423		35,307		957,080
Executive Vice President		2019		431,294		—		309,751		—		176,132		32,273		949,450
and Head of International		2018		411,698		—		240,641		—		219,335		39,357		911,031
and Commercial Banking

Gary Teo		2020		361,685		—		282,057		—		197,179		36,727		877,648
Senior Vice President		2019
and Head of Human Resources		2018

Catherine Zhou ⁽⁴⁾		2020		625,519		—		500,358		—		—		83,946		1,209,823
Former Executive Vice		2019		666,200		—		502,067		—		600,073		64,550		1,832,890
President, Head of Consumer		2018		650,000		—		554,554		—		675,480		5,875		1,885,909
Banking and Digital Banking

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards ⁽²⁾						All Other Stock Awards:
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Number of Shares of Stock or Units ⁽³⁾ (#)		Grant Date Fair Value of Equity Award ($) ⁽⁴⁾
Dominic Ng	01/24/2020														41		2,018
	03/04/2020		637,500		1,275,000		2,550,000		56,363		112,726		225,452		—		4,485,064

Irene H. Oh	01/24/2020														41		2,018
	03/04/2020		255,440		510,880		1,021,760		9,394		18,788		37,576		—		747,511

Douglas P. Krause	01/24/2020														41		2,018
	03/04/2020		208,000		416,000		832,000		7,015		14,029		28,058		—		558,141

Andy Yen	01/24/2020														41		2,018
	03/04/2020		110,925		221,850		443,700		3,508		7,015		14,030		—		279,071

Gary Teo	01/24/2020														41		2,018
	03/04/2020		—		182,000		—		—		—		—		7,015		280,039

Catherine Zhou ⁽⁵⁾	01/24/2020														41		2,018
	03/04/2020		341,445		682,890		1,365,780		6,263		12,526		25,052		—		498,340

		Stock Awards
Name	Grant Date	Number of Shares or Units of Stock That Have Not Vested (#) ⁽¹⁾			Market Value of Shares or Units of Stocks That Have Not Vested ($) ⁽²⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) ⁽²⁾
Dominic Ng	02/16/2018		30	⁽³⁾		1,521		—			—
	03/08/2018		110,825	⁽⁴⁾		5,619,936		—			—
	02/04/2019		39	⁽³⁾		1,978		—			—
	03/06/2019		108,654	⁽⁵⁾		5,509,868		62,200	⁽⁵⁾⁽⁷⁾		3,154,162
	01/24/2020		41	⁽³⁾		2,079		—			—
	03/04/2020		74,916	⁽⁶⁾		3,798,990		150,302	⁽⁶⁾⁽⁷⁾		7,621,814

Irene H. Oh	02/16/2018		30	⁽³⁾		1,521		—			—
	03/08/2018		17,241	⁽⁴⁾		874,291		—			—
	02/04/2019		39	⁽³⁾		1,978		—			—
	03/06/2019		17,490	⁽⁵⁾		886,904		10,012	⁽⁵⁾⁽⁷⁾		507,709
	01/24/2020		41	⁽³⁾		2,079		—			—
	03/04/2020		12,487	⁽⁶⁾		633,216		25,051	⁽⁶⁾⁽⁷⁾		1,270,336

Douglas P. Krause	02/16/2018		30	⁽³⁾		1,521		—			—
	03/08/2018		12,315	⁽⁴⁾		624,494		—			—
	02/04/2019		39	⁽³⁾		1,978		—			—
	03/06/2019		17,490	⁽⁵⁾		886,904		7,510	⁽⁵⁾⁽⁷⁾		380,832
	01/24/2020		41	⁽³⁾		2,079		—			—
	03/04/2020		9,324	⁽⁶⁾		472,820		18,706	⁽⁶⁾⁽⁷⁾		948,581

Andy Yen	02/16/2018		30	⁽³⁾		1,521		—			—
	03/08/2018		5,665	⁽⁴⁾		287,272		—			—
	02/04/2019		39	⁽³⁾		1,978		—			—
	03/06/2019		6,559	⁽⁵⁾		332,604		3,755	⁽⁵⁾⁽⁷⁾		190,416
	01/24/2020		41	⁽³⁾		2,079		—			—
	03/04/2020		4,663	⁽⁶⁾		236,461		9,354	⁽⁶⁾⁽⁷⁾		474,341

Gary Teo	02/16/2018		30	⁽³⁾		1,521		—			—
	03/08/2018		4,439	⁽⁴⁾		225,102		—			—
	02/04/2019		39	⁽³⁾		1,978		—			—
	03/06/2019		5,632	⁽⁵⁾		285,599		—			—
	01/24/2020		41	⁽³⁾		2,079		—			—
	03/04/2020		7,015	⁽⁶⁾		355,731		—			—

Catherine Zhou ⁽⁸⁾			—			—		—			—

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) ⁽¹⁾
Dominic Ng		—		—		122,102		4,936,584
Irene H. Oh		—		—		10,685		431,995
Douglas P. Krause		—		—		10,685		431,995
Andy Yen		—		—		8,700		351,741
Gary Teo		—		—		3,847		155,534
Catherine Zhou ⁽²⁾		—		—		33,135		1,112,342

Name	Executive Contributions in 2020 ($) ⁽¹⁾		Registrant Contributions in 2020 ($)		Aggregate Earnings in 2020 ($) ⁽²⁾		Aggregate Withdrawals / Distributions ($)		Aggregate Balance at December 31, 2020 ($)
Dominic Ng		—		—		—		—		—
Irene H. Oh		—		—		—		—		—
Douglas P. Krause		—		—		—		—		—
Andy Yen		88,066		—		25,964		—		867,989
Gary Teo		—		—		—		—		—
Catherine Zhou ⁽³⁾		—		—		—		—		—

	2020		2019
Audit Fees⁽¹⁾	$	2,751,052	$	3,381,506
Audit-Related Fees⁽²⁾		168,224		35,142
Tax Fees⁽³⁾		13,201		7,660
All Other Fees		—		—
	$	2,932,477	$	3,424,308