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

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

HANMI FINANCIAL CORPORATION

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

☑	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.

LOGO

A MESSAGE TO OUR STOCKHOLDERS

Dear Fellow Stockholders,

Thank you for your continued investment in Hanmi Financial Corporation. On behalf of the Board of Directors and the management team, we are pleased to invite you to attend the 2023 Annual Meeting of Stockholders, which will be held virtually on Wednesday, May 24, 2023 at 10:30 a.m., Pacific Time.

Consistent Execution and Growth

In 2022, the Hanmi team demonstrated the value of consistent execution against winning growth initiatives, even during times of economic volatility. We finished the year with record financial performance and a strong capital base, outperforming many of our peers across numerous metrics. As we navigated an uncertain economy that was adapting to rapidly rising interest rates, we maintained focus on our customers, ensuring that we were providing the right products and services to meet their needs and strengthen our portfolio. This has been our approach for the past four decades: meeting our customers’ needs through diverse offerings to drive disciplined growth and deliver attractive returns for our shareholders.

As we begin our fifth decade in 2023, Hanmi is well positioned to build on this great legacy. Hanmi is in a very strong financial position, with ample liquidity and excellent credit quality. For the past few years, we have been intently focused on building a foundation for sustainable growth and we have made great strides on our well-defined strategic initiatives to transform and diversify our loan portfolio and deposit franchises. Importantly, our banking relationships continue to be centered around the needs of individuals and small businesses, South Korean companies operating in the U.S., and real estate investors. The relationship-banking approach used in our humble beginnings continues to help us build a broad, diversified customer base.

We are proud of our team’s performance this year and the results we delivered. Our 2022 return on average shareholder equity was strong at 14.83%. We also increased our total dividends paid for the year by 74%, which reflects our improved performance.

2022 Performance Highlights

Our 2022 results were strong across the board. We generated record net income and loan production, as well as an improved net interest margin. At the same time, we diligently managed operating expenses and improved our asset quality. These results were driven by our team’s hard work as well as the strategic investments we made to enhance Hanmi’s service offerings and broaden our customer base. Key highlights include:

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Record net income of $101.4 million, or $3.32 per diluted share, up from 2021 net income of $98.7 million, or $3.22 per diluted share.

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A 15.7% year-over-year increase in loan growth, driven by record loan production of $2.1 billion. This exceptional performance includes a new high of $420 million in residential mortgage loan production, which represents approximately 20% of our total loan production for the year.

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Deposits grew by 6.6%, with the mix of noninterest-bearing deposits remaining strong at 41.2% of total deposits.

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Asset quality improved significantly in 2022 as we continued our focus on high-quality loans, disciplined underwriting, and vigilant credit administration practices.

Managing Through Uncertain Times

From our earliest days, we have dedicated ourselves to serving our communities. That dedication is part of our foundation and continues to run through everything we do. What began with much-needed loans and banking services for underserved Korean American immigrants in Los Angeles has now grown into the second largest Korean American bank with $7.4 billion in assets and operations in nine states.

Over the years, Hanmi has faced its share of challenges and grew stronger because of them. Today, our current leadership team has broad experience in managing through dynamic economic cycles and challenging circumstances. Our team knows how to bring the necessary focus, discipline and ingenuity to work through any situation toward a solution.

As the past year progressed and interest rates began to rise, our team stepped up direct communication with our customers. We wanted to understand how shifting economic factors were impacting their businesses so we could work together to identify their specific needs and potential solutions. These circumstances presented yet another opportunity to partner with our customers, helping them to navigate these challenges while also improving our asset quality.

Our Competitive Advantage is Our Team

Hanmi’s outperformance is directly attributable to our ability to work cohesively as a team. We do this by focusing on client relationships, harnessing our competitive nature, and most importantly, respecting open communication. Sharing ideas and constructively challenging one another enables us to be nimble, agile and creative as we serve varied communities with differing needs.

Even in a tight labor market, we want to bring on new team members who will both embrace and contribute to this culture. We carefully invest in and train our entire Hanmi team to ensure we have deep bench strength at all levels of the organization. This approach is delivering results with most of our geographic regions and business units delivering increased production during 2022.

The same principles hold true for our executive team, the majority of whom have worked together for more than eight years, bringing to Hanmi average banking experience of over 30 years. Each executive brings a diverse set of experiences and expertise to their job, and the ideas we share are driving progress on each of our strategic growth initiatives.

Creating Shareholder Value

Our dedication to effectively serve our customers and the communities we operate in helps us to deliver attractive returns on your investment, which remains a top priority for all of us at Hanmi.

In 2022, Hanmi identified and responded to needs in our community in the following ways:

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We originated 289 small business and community development loans totaling over $380 million.

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Our bank employees provided financial literacy and technical assistance to 45 organizations, which facilitated financial education to approximately 300 unbanked, underbanked, or underserved non-customers.

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We continued to deliver on our $7.5 million long-term commitment to the Community Reinvestment Act fund.

We enter 2023 with a strong balance sheet and a demonstrated ability to manage through challenging times. Importantly, asset quality remains very healthy, and we have a strong capital base with all capital ratios above well-capitalized regulatory requirements. As we look ahead, we remain focused on continuing to build upon our foundation for prudent growth while strengthening the Hanmi franchise, all with the view of delivering attractive returns to our shareholders.

In closing, we want to extend our deepest gratitude for your continued support and investment. We kindly request your support for our voting recommendations and we invite you to share your perspectives with us throughout the year.


Sincerely,
John J. Ahn						Bonita I. Lee
Chairman of the Board						President and Chief Executive Officer

LOGO

HANMI FINANCIAL CORPORATION

900 Wilshire Boulevard, Suite 1250

Los Angeles, California 90017

(213) 382-2200

NOTICE OF ANNUAL MEETING OF

STOCKHOLDERS TO BE HELD ON MAY 24, 2023

TO THE STOCKHOLDERS OF HANMI FINANCIAL CORPORATION:

NOTICE IS HEREBY GIVEN that the 2023 annual meeting of stockholders (the “Annual Meeting”) of Hanmi Financial Corporation (“Hanmi,” the “Company,” “we,” “us” or “our”) will be held virtually, via live webcast, on Wednesday, May 24, 2023 at 10:30 a.m., Pacific Time, for the following purposes:

To elect nine (9) directors to serve for terms expiring at the 2024 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 provide a non-binding advisory vote to approve the frequency of future Say-on-Pay votes;

To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and

To consider any other business properly brought before the meeting.

Please note that this year’s meeting will be virtual. You will not be able to attend the Annual Meeting in person. A live webcast of the Annual Meeting will be available. Registration is required online at www.proxydocs.com/HAFC. Whether or not you plan to attend virtually, your vote is important and we encourage you to vote promptly by mail, telephone or via the Internet. If you attend the Annual Meeting virtually, you may vote online during the Annual Meeting.

By Order of Our Board of Directors,

LOGO

John J. Ahn

Chairman of the Board

Los Angeles, California

April 14, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 24, 2023:

This Proxy Statement and the 2022 Annual Report on Form 10-K are available electronically at

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

VIRTUAL ANNUAL MEETING

The Annual Meeting will be held in a virtual-only meeting format, via live webcast that will provide stockholders of record and beneficial owners as of the close of business on March 31, 2023, the record date, with the ability to participate in the Annual Meeting, vote their shares electronically at the Annual Meeting via the virtual-only meeting platform, and submit questions. The virtual-only meeting format this year is reflective of the continuing sensitivity of COVID-19, taking into consideration the concern for the health and safety of all stakeholders.

BENEFITS OF A VIRTUAL ANNUAL MEETING

The virtual-only meeting format will give stockholders the opportunity to exercise the same rights as if they had attended an in-person meeting and we believe that these measures will enhance stockholder access and encourage participation and communication with our Board of Directors and management.

We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully and equally, and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location.

ATTENDANCE AT THE VIRTUAL ANNUAL MEETING

Only stockholders of record and beneficial owners of shares of our common stock as of the close of business on March 31, 2023, the record date, may attend and participate in the Annual Meeting, including voting and asking questions during the virtual Annual Meeting. You will not be able to attend the Annual Meeting physically in person.

In order to attend the Annual Meeting, you must register at www.proxydocs.com/HAFC. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you to access the Annual Meeting and to vote and submit questions during the Annual Meeting.

As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.

On May 24, 2023, the day of the Annual Meeting, stockholders may begin to log in to the live webcast 15 minutes prior to the Annual Meeting. The Annual Meeting will begin promptly at 10:30 a.m., Pacific Time.

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the live webcast, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instructional email.

QUESTIONS AT THE VIRTUAL ANNUAL MEETING

Our virtual Annual Meeting will allow stockholders to submit questions before the live webcast, to be addressed during a designated question and answer period at the Annual Meeting. We will answer as many stockholder-submitted questions as time permits, and any questions that we are unable to address during the Annual Meeting will be answered following the meeting, with the exception of any questions that are irrelevant to the purpose of the Annual Meeting or our business, or that contain inappropriate or derogatory references that are not in good taste. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

PLEASE NOTE YOU WILL NOT BE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON.

TABLE OF CONTENTS



PROXY STATEMENT SUMMARY			1

Matters to be Considered and Vote Recommendation			1

Questions and Answers About These Proxy Materials and the Annual Meeting			2

CORPORATE GOVERNANCE AND BOARD MATTERS			5

Corporate Governance			5

Director Independence			5

Board Meetings and Committees			6

Board Leadership Structure			8

Board’s Role in Risk Oversight			8

Consideration of Director Nominees			9

Communications with the Board			11

Director Compensation			12

Non-Employee Director Compensation Policy			12

Director Stock Ownership Guidelines			13

PROPOSAL NO. 1 ELECTION OF DIRECTORS			14

Board of Directors and Nominees			14

EXECUTIVE OFFICERS			19

EXECUTIVE COMPENSATION			21

Compensation Discussion and Analysis			21

Tax Deductability of Executive Officer Compensation			36

Compensation and Human Resources Committee Report			36

Summary Compensation Table			37

Grants of Plan-Based Awards			38

Employment Agreements			39

Outstanding Equity Awards at Fiscal Year End			41

Option Exercises and Stock Vested			42

Potential Payments upon Termination of Employment or Change in Control			42

CEO Pay Ratio			46

Pay versus Performance			47



PROPOSAL NO. 2 NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (“SAY-ON-PAY” VOTE)			51

Voting and Effect of Vote			51

Board Recommendation			51

PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES			52

Voting and Effect of Vote			52

Board Recommendation			52

PROPOSAL NO. 4 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			53

Voting and Effect of Vote			53

Board Recommendation			53

AUDIT AND NON-AUDIT FEES			54

Fee Information			54

Audit Committee Pre-Approval Policies and Procedures			54

AUDIT COMMITTEE REPORT			55

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			56

Review, Approval or Ratification of Transactions with Related Persons			56

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SEC Form DEF 14A filed by Hanmi Financial Corporation