DEF: Hope Bancorp Schedules 2026 Annual Meeting
Proxy Statement
Hope Bancorp, Inc. has announced its 2026 Annual Meeting of Stockholders, set for May 21, 2026, to vote on director elections, auditor ratification, and executive compensation.
Summary
- Hope Bancorp, Inc. is holding its 2026 Annual Meeting of Stockholders virtually on May 21, 2026.
- Stockholders will vote on three proposals: the election of 9 director nominees, the ratification of Crowe LLP as the independent auditor for 2026, and an advisory vote to approve 2025 executive compensation.
- The company highlights progress in 2025, including lowering deposit costs, improving asset quality, and expanding into the Hawaii market through the acquisition of Territorial Bancorp.
- Governance changes include increasing the robustness of the Lead Independent Director role, adding guidelines for CEO succession planning, and implementing a majority voting standard for uncontested director elections.
- The Board size will be reduced to 9 directors following the meeting.
- Proxy materials were mailed on or about April 10, 2026.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this filing as moderately positive, highlighting strategic progress and successful integration of an acquisition, but tempered by a decrease in reported net income and the forfeiture of prior year LTIP awards.
Positives
- Successful acquisition of Territorial Bancorp in April 2025, expanding market presence into Hawaii.
- Significant progress in lowering deposit costs and reducing reliance on brokered funding.
- Improvement in asset quality with a decline in criticized assets throughout 2025.
- Strengthened revenue-generating capabilities through addition of senior leadership and talent.
- Successful integration of Territorial Savings Bank.
- Executive compensation program continues to receive strong stockholder support (95% approval in 2025).
- All non-employee directors met equity ownership guidelines as of December 31, 2025, except for Rachel H. Lee, who has until May 23, 2029, to comply.
- CEO Kevin S. Kim is in compliance with equity ownership guidelines, holding more shares than required.
Negatives
- Net income for the full year 2025 was $62 million, a decrease from $100 million in 2024.
- Noninterest income decreased to $26 million in 2025 from $47 million in 2024.
- Noninterest expense increased to $390 million in 2025 from $325 million in 2024, largely due to acquisition and talent investments.
- The 2023 LTIP grants resulted in a 0% payout for all performance measures (EPS, ROTCE, TSR) due to failure to meet threshold performance conditions.
- Messrs. Hawley and Stenger failed to file one Section 16(a) report on time.
Risks
- Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from expectations, as detailed in the Company's SEC filings, including the Risk Factors section of the Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
- Cybersecurity threats represent a key operational risk, impacting confidentiality, availability, or integrity of operations, systems, or data.
- The company is evaluating the risks associated with the use and implementation of artificial intelligence.
Future Outlook
The company expects its investments in people, platforms, and capabilities to position it for continued disciplined growth, expanded franchise breadth, deepened client relationships, and durable, long-term value creation for stockholders and other stakeholders.
Management Comments
- "2025 marked a year of significant progress for Bank of Hope as we advanced several key strategic priorities, guided by our core focus on building a resilient balance sheet and business model across market and interest rate cycles."
- "We made notable progress in improving our asset quality and reinforcing our credit risk management."
- "We also strengthened our revenue-generating capabilities through the addition of experienced senior leadership and front-line talent."
- "Collectively, these initiatives are strengthening the Banks ability to deliver consistent and durable performance across market cycles."
- "As we look ahead, these investments position us to build on our momentum, further strengthen our competitiveness and scale our capabilities to support long-term value creation for our stockholders."
- "We believe that sound and prudent corporate governance is essential to the integrity of our Company."
- "Our Board believes that the combined roles of the Chairman and Chief Executive Officer positions create efficacy around Board oversight and stakeholder messaging."
- "We believe our executive compensation program, as described in this Proxy Statement, is designed to pay for performance and directly aligns the interests of our executive officers with the long-term interests of our stockholders."
Industry Context
StockSavvy.ai notes that Hope Bancorp's strategic focus on diversifying fee-based revenue streams, improving funding mix, and expanding into new markets like Hawaii aligns with broader trends in the regional banking sector seeking to enhance earnings durability and competitiveness.
Comparison to Industry Standards
- The 2025 peer group for compensation benchmarking included Ameris Bancorp, Atlantic Union Bankshares Corporation, Banner Corporation, Cathay General Bancorp, CVB Financial Corp., First Financial Bancorp., First Interstate BancSystem, Inc., Fulton Financial Corporation, Glacier Bancorp, Inc., Heartland Financial USA, Inc., Independent Bank Group, Inc., Independent Bank Corp., Pacific Premier Bancorp, Inc., Renasant Corporation, Simmons First National Corporation, United Community Banks, Inc., WesBanco, Inc., and WSFS Financial Corporation.
- For the 2025 STIP, the EPS (excluding notable items) target of $0.96 represented 12% EPS growth year-over-year, corresponding to top quartile projected EPS growth for the 2025 compensation peer group.
- The 2025 STIP criticized loan ratio target of 3.00% was equivalent to the average of the 4 quarter-end median criticized loan ratios at the end of 2024 for the 2025 compensation peer group.
- The 2025 STIP total loan growth target of 10.0% was in line with peer banks in the Company's footprint.
- The 2025 STIP average deposit growth (excluding brokered deposits) target of 10.0% was in line with the Company's 2025 budget and median projected deposit growth for the 2025 compensation peer group.
- For the 2025 LTIP, the performance peer group for relative total stockholder return (TSR) is the KBW Nasdaq Regional Banking Index.
- The 2025 LTIP PSU weighting for ROTCE was increased to 70% from 50% in the prior year, reflecting a greater emphasis on this metric, which is a common focus for regional banks.
- The company's capital ratios (Total Capital Ratio 13.99%, Common Equity Tier 1 Ratio 12.27%, Tangible Common Equity Ratio 9.76% as of December 31, 2025) exceed regulatory requirements for well-capitalized institutions, which is a standard benchmark in the banking industry.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Steven S. Koh | 2025-12-31 | Retirement | |
| Director | David P. Malone | 2026-05-21 | Elected not to stand for re-election | |
| Director | Lisa K. Pai | 2026-05-21 | Elected not to stand for re-election | |
| Director | Scott Yoon-Suk Whang | 2026-05-21 | Elected not to stand for re-election | |
| Director Nominee | Takaaki Nakajima | 2026-05-21 | Nominated for election | |
| Director Nominee | Guido F. Sacchi | 2026-05-21 | Nominated for election | |
| President of Bank of Hope | Peter J. Koh | Peter J. Koh | 2026-04-01 | Promotion |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Size Reduction | The size of the Board will be reduced to 9 directors. | 2026-05-21 | Aims to streamline governance while maintaining diverse expertise. |
| Governance Document Updates | Increased robustness of Lead Independent Director duties, added guidelines for CEO succession planning, and provided for a majority voting standard for uncontested director elections. | Prior to 2026 Annual Meeting | Enhances independent oversight, succession planning, and stockholder voice in director elections. |
| Director Resignation Policy | Incumbent director nominees failing to receive a majority of votes cast in uncontested elections must tender their conditional resignation. | Effective for current election | Increases accountability of directors to stockholders. |
| Insider Trading Policy | Prohibits hedging and pledging of company stock by directors and certain employees. | Ongoing | Aims to prevent insider trading and align employee interests with long-term stockholder value. |
Related Party Transactions
- Some directors and officers, and their immediate families and associated business organizations, are customers of and have had banking transactions with the Bank in the ordinary course of business. All such loans have been made on substantially the same terms as those prevailing for comparable loans to unrelated third parties and do not involve more than a normal risk of collectability.
Stakeholder Impact
- Stockholders: Voting on director elections, auditor ratification, and executive compensation; potential impact on long-term value creation.
- Employees: Investments in talent and expertise are noted; participation in benefits programs.
- Customers: Focus on serving multi-cultural communities and deepening customer relationships; acquisition of Territorial Bancorp expands service reach.
- Communities: Commitment to serving multi-cultural communities across the continental United States and Hawaii.
Next Steps
- Stockholders are urged to vote their shares for the 2026 Annual Meeting of Stockholders.
- The Board will consider the advisory vote on executive compensation when reviewing future compensation policies.
- If stockholders do not ratify the appointment of Crowe LLP, the Audit Committee will reconsider the firm.
- The company will continue to monitor and manage risks, including cybersecurity and AI-related risks.
- The company expects to continue creating durable, long-term value for stockholders.
Key Dates
| Date | Description |
|---|---|
| 2021-01-01 | Start of fiscal year for which equity award data is presented. |
| 2022-01-01 | Start of fiscal year for which equity award data is presented. |
| 2023-01-01 | Start of fiscal year for which equity award data is presented. |
| 2023-10-31 | Date of adoption of the Clawback Policy. |
| 2023-12-31 | End of fiscal year for which equity award data is presented. |
| 2024-01-01 | Start of fiscal year for which equity award data is presented. |
| 2024-12-31 | End of fiscal year for which equity award data is presented. |
| 2025-01-01 | Start of fiscal year for which equity award data is presented. |
| 2025-03-21 | Grant date for 2025 LTIP awards. |
| 2025-04-01 | Effective date for Peter J. Koh's promotion to President of Bank of Hope. |
| 2025-04-01 | Termination date for Territorial Savings Bank Employee Stock Ownership Plan (ESOP). |
| 2025-04-02 | Effective date of merger between Territorial Bancorp and Hope Bancorp, Inc. |
| 2025-05-23 | Effective date for Dale S. Zuehls as Lead Independent Director and Joon Kyung Kim as Deputy Lead Independent Director. |
| 2025-12-31 | Retirement date for Honorary Chairman Steven S. Koh. |
| 2025-12-31 | End of fiscal year for which equity award data is presented. |
| 2026-01-01 | Start of fiscal year for which equity award data is presented. |
| 2026-03-23 | Record Date for the 2026 Annual Meeting of Stockholders. |
| 2026-04-10 | Date of mailing of Notice of internet availability of proxy materials and proxy card. |
| 2026-05-13 | Deadline for ESOP participants to submit voting directions. |
| 2026-05-15 | Deadline for street name holders to register in advance for the virtual Annual Meeting. |
| 2026-05-21 | Date of the 2026 Annual Meeting of Stockholders. |
| 2027-05-21 | Term expiration date for elected director nominees. |
| 2030-01-01 | Latest date for the next stockholder vote on the frequency of the say-on-pay vote. |
Recommendation
holdThe filing indicates a mixed financial performance for 2025, with a decrease in net income but an increase in adjusted net income and key interest-based metrics. The successful acquisition and strategic initiatives are positive, but the forfeiture of prior LTIP awards and the increase in noninterest expenses warrant a cautious approach. The company is navigating a complex environment, and while progress is evident, the overall financial results suggest a 'hold' recommendation pending further clarity on sustained earnings growth and successful integration of recent strategic moves.
Keywords
Hope Bancorp, DEF 14A, Proxy Statement, Annual Meeting, Director Election, Executive Compensation, Auditor Ratification, Crowe LLP, Territorial Bancorp, Corporate Governance, HOPE
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