Skip to main content

EAST WEST BANCORP INC

For the period ended May 20, 2025. Filed Apr 10, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2025 · Filed Apr 10, 2025

EWBC$128.84-0.2%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

COMPENSATION PROGRAM RISK ANALYSIS

The Compensation Committee reviews the Company’s compensation policies and practices for our NEOs and other employees. The Compensation Committee has determined that our incentive compensation programs are not reasonably likely to have a material adverse effect on the Company. To conduct this review, the Company annually completes an inventory of its incentive compensation plans and policies. This evaluation covers a wide range of practices and policies including: the balanced mix between pay elements; short-term and long-term programs; caps on incentive payouts; governance controls in place to establish, review and approve goals; use of multiple performance measures; Compensation Committee discretion on individual awards; use of Stock Ownership Guidelines; use and provisions in severance/change of control policies; use of the Executive Compensation Recovery Policy, and Compensation Committee oversight of compensation programs.

The Compensation Committee, along with the independent compensation consultant, determined that the Company’s compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis. Based upon this review and our discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and be incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 2024.

THE COMPENSATION COMMITTEE Jack C. Liu, Chairman Molly Campbell Archana Deskus Serge Dumont Sabrina Kay Lester M. Sussman

EAST WEST BANCORP2025 Proxy Statement51

Summary Compensation Table

The NEOs only receive compensation for services as executive officers and employees of the Bank, and no separate compensation is paid for their services to the Company. The table below and the accompanying footnotes summarize the 2024, 2023, and 2022 compensation for the NEOs.

Name and Principal PositionYearSalary ($)Bonus ($)1Stock Awards ($)2Option Awards ($)Non-Equity Incentive Plan Compensation ($)3All Other Compensation ($)4Total ($)
Dominic Ng Chairman and Chief Executive Officer20241,275,000-4,712,953-3,105,900119,7809,213,633
20231,275,000-4,745,307-2,218,500119,7438,358,550
20221,275,000-4,538,539-3,142,875119,9949,076,408
Christopher J. Del Moral-Niles Executive Vice President and Chief Financial Officer2024630,462-420,757-1,011,49416,1252,078,838
2023150,0005350,000500,000--1501,000,150
Irene H. Oh Executive Vice President and Chief Risk Officer2024724,868-1,048,883-1,126,14915,5252,915,425
2023697,489-897,958-895,84314,8502,506,140
2022673,319-858,902-1,024,74440,7782,597,743
Douglas P. Krause Vice Chairman and Chief Corporate Officer2024653,021-891,851-939,00743,0812,526,960
2023629,597-897,958-812,69037,5302,377,775
2022582,792100,000758,090-934,58450,1182,425,584
Parker L. Shi Executive Vice President and Chief Operating Officer2024829,809-787,164-1,291,34415,2992,923,616
2023813,539-739,848-995,76515,4502,564,602
2022800,000-707,684-1,197,12043,6152,748,419
1.Includes: Mr. Del Moral-Niles’ sign-on bonus of $200,000 and discretionary bonus of $150,000, which was determined based on his target bonus and his duration of employment with the Company in 2023 and Mr. Krause’s one-time bonus of $100,000 in 2022 for assuming additional responsibilities and strengthening the corporate risk management function.
2.Represents the aggregate grant date fair values of the RSUs and performance-based RSUs granted in 2024, 2023, and 2022 in accordance with FASB ASC Topic No. 718, Compensation—Stock Compensation. See the Company’s Annual Report on Form 10-K, Note 13 — Stock Compensation Plans to the Consolidated Financial Statements for the year ended December 31, 2024 on the Company’s accounting for share-based compensation plans. With the exception of Mr. Del Moral-Niles’ 2023 RSU awards, and the RSU grant from the Spirit of Ownership Program, all other NEO equity awards are performance-based with payouts that depend on the probable outcome of the performance criteria and the price of the Company’s common stock on the award certification date. For the 2024 performance-based RSUs, assuming that the highest level of performance conditions will be achieved, the grant date fair value of the maximum awards for the NEOs would be as follows: for Mr. Ng, $8,085,947; for Mr. Del Moral-Niles, $718,751; for Ms. Oh, $1,796,877; for Mr. Krause, $1,527,345; for Mr. Shi, $1,347,658.
3.Represents incentive compensation earned under our Performance-Based Bonus Plan in 2025, 2024, and 2023 related to years 2024, 2023, and 2022, respectively. Mr. Del Moral-Niles joined the Company in October 2023 and did not participate in the annual Performance-Based Bonus Plan for 2023.
4.Includes: for Mr. Ng, (i) financial planning and administrative services of $53,900, (ii) vacation cash-out of $49,038, (iii) Company contributions under its 401(k) Plan of $15,525 and (iv) auto usage of $1,317; for Mr. Del Moral-Niles, (i) cell phone allowance of $600 and (ii) Company contributions under its 401(k) Plan of $15,525; for Ms. Oh, (i) Company contributions under its 401(k) Plan of $15,525; for Mr. Krause, (i) Company contributions under its 401(k) Plan of $15,525 and (ii) vacation cash-out of $27,556; for Mr. Shi, (i) Company contributions under its 401(k) Plan of $14,699 and (ii) cell phone allowance of $600. These amounts reflect the Company’s actual costs to provide the perquisites or other personal benefits to the NEOs.
5.Mr. Del Moral-Niles joined the Company on October 2, 2023. His 2023 salary reflects the actual days he was employed by the Company.

EAST WEST BANCORP2025 Proxy Statement52

The table below summarizes all plan-based awards granted by the Compensation Committee to the NEOs in 2024.

Grants of Plan-Based Awards

Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 · Estimated Future Payouts Under Equity Incentive Plan Awards2
NameGrant DateThreshold ($)Target ($)Maximum ($)Threshold (#)Target (#)Maximum (#)All Other Stock Awards: Number of Shares of Stock or Units (#)3Grant Date Fair Value of Stock Award ($)4
Dominic Ng02/12/2024------282,006
03/05/2024924,3751,848,7503,697,50029,33958,678117,356-4,710,947
Christopher J. Del Moral- Niles02/12/2024------282,006
03/05/2024318,000636,0001,272,0002,6085,21610,432-418,751
Irene H. Oh02/12/2024------282,006
03/05/2024364,591729,1821,458,3646,52013,04026,080-1,046,877
Douglas P. Krause02/12/2024------282,006
03/05/2024327,980655,9601,311,9205,54211,08422,168-889,845
Parker L. Shi02/12/2024------282,006
03/05/2024416,160832,3201,664,6404,8909,78019,560-785,158
1.These grants show the potential payment for our NEOs under our formula-based Performance-Based Bonus Plan. Additional information regarding the Performance-Based Bonus Plan is discussed in the section Compensation Discussion and Analysis – Elements of our Executive Compensation Program in this Proxy Statement. The actual payments the NEOs received are based upon the performance attained and are included in the Non-Equity Incentive Plan Compensation column in the “Summary Compensation Table” above.
2.Represents performance-based RSUs that cliff vest on March 5, 2027, assuming that the employee remains employed through such date. Vesting is subject to meeting pre-established performance goals over multiple performance periods with the last performance period ending on December 31, 2026. Dividends are accrued and paid at the time of vesting. Actual payout may range from zero to the maximum number of performance-based RSUs. Awards will be paid out 100% in stock in a number of shares equal to the number of performance-based RSUs vested. The target units represent the target number of performance-based RSUs granted on the grant date, and the Company’s TSR, ROA and ROE performance at the 50th percentile compared to the performance of the banks comprising the BKX for each year, representing a payout of 100%. Threshold units represent the Company’s TSR, ROA and ROE performance at the 30th percentile compared to the BKX for each year, resulting in a payout of 50% of the target number of performance-based RSUs. Maximum units represent the Company’s TSR, ROA and ROE performance at the 80th percentile and above compared to the banks comprising the BKX for each year, resulting in a payout of 200% of the target number of performance-based RSUs. The actual percentage payout would be linearly interpolated between the 30th percentile of the TSR, ROA and ROE performance (50% payout), the 50th percentile of the TSR, ROA and ROE performance (100% payout) and the 80th percentile of the TSR, ROA and ROE performance (200% payout). TSR is weighted at 25%, ROA and ROE are weighted equally at 37.5% each.
3.Represents RSUs granted on February 12, 2024, as part of the all-employee Spirit of Ownership Program for Mr. Ng, Del Moral-Niles, Krause, Shi, and Ms. Oh. All RSUs cliff vest three years from the date of grant.
4.The assumptions applied in determining the grant date fair value are the same as those set forth in footnote 2 to the “Summary Compensation Table” above.

The table below sets forth the outstanding equity awards held by the NEOs as of December 31, 2024. There were no outstanding option awards held by NEOs as of December 31, 2024. With the exception of (i) the RSUs granted on February 1, 2022, January 23, 2023, and February 12, 2024, as part of the all-employee Spirit of Ownership Program, and (ii) Mr. Del Moral-Niles’ sign-on RSUs granted in 2023, all of the outstanding equity awards are performance-based awards with payouts that depend on the outcome of the performance criteria and the price of the Company’s common stock on the award certification date. The performance-based awards have a term of three years and will vest based on the achievement of the applicable performance criteria.

EAST WEST BANCORP2025 Proxy Statement53

Outstanding Equity Awards at Year-End

NameGrant DateNumber of Shares or Units of Stock That Have Not Vested (#)1Market Value of Shares or Units of Stocks That Have Not Vested ($)2Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)2
Dominic Ng02/01/20222332,202--
03/04/2022100,56049,629,626--
01/23/20232932,777--
03/01/202372,81256,972,47739,5635 73,788,553
02/12/20242832,681--
03/05/202435,28963,379,27578,2386 77,492,071
Christopher J. Del Moral- Niles10/02/20239,7813936,629--
02/12/20242832,681--
03/05/20243,1376300,3996,9556 7666,011
Irene H. Oh02/01/20222332,202--
03/04/202218,99541,818,961--
01/23/20232932,777--
03/01/202313,75551,317,1797,4745 7715,710
02/12/20242832,681--
03/05/20247,8436751,04617,3876 71,664,979
Douglas P. Krause02/01/20222332,202--
03/04/202216,76041,604,938--
01/23/20232932,777--
03/01/202313,75551,317,1797,4745 7715,710
02/12/20242832,681--
03/05/20246,6666638,33614,7796 71,415,237
Parker L. Shi02/01/20222332,202--
03/04/202215,64341,497,974--
01/23/20232932,777--
03/01/202311,32951,084,8656,1555 7589,403
02/12/20242832,681--
03/05/20245,8826563,26013,0406 71,248,710
1.Represents grants of performance-based RSUs and time-based RSUs. The vesting of the performance-based RSUs is subject to meeting the three-year service condition from the grant date and pre-established performance goals in each of the three years ending December 31 of the respective year. The vesting of the time-based RSUs is subject to meeting the three- year service condition from the grant date. Dividends are accrued on the performance-based RSUs and time-based RSUs and paid at the time of vesting.
2.The amounts shown represent the number of shares or units shown in the column immediately to the left multiplied by the closing price on December 31, 2024, of the Company’s common stock as reported on Nasdaq, which was $95.76.
3.Reflects time-based RSUs that will cliff vest three years from the date of grant, assuming that the employee remains employed through such date.
4.This performance-based RSU granted on March 4, 2022, cliff vested on March 4, 2025.
5.This performance-based RSU granted on March 1, 2023, cliff vests on March 1, 2026, assuming that the employee remains employed through such date.
6.This performance-based RSU granted on March 5, 2024, cliff vests on March 5, 2027, assuming that the employee remains employed through such date.
7.Reflects the maximum potential payout, but the actual number of shares ultimately paid out may vary from the amount shown on the table, with the possibility of payout, ranging from no payout to maximum payout depending on the outcome of the performance criteria.

EAST WEST BANCORP2025 Proxy Statement54

The following table summarizes, for the NEOs, the option exercises and stock awards vested during 2024. The amounts reflected below show the number of shares acquired at the time of exercise or vesting, as applicable. The amounts reported as value realized are shown on a before-tax basis.

Option Exercises and Stock Vested

Option Awards · Stock Awards
NameNumber of Shares Acquired on Exercise (#)Value Realized on Exercise ($)Number of Shares Acquired on Vesting (#)Value Realized on Vesting ($)1
Dominic Ng--116,1948,507,677
Christopher J. Del Moral-Niles----
Irene H. Oh--18,3721,345,150
Douglas P. Krause--15,9281,166,200
Parker L. Shi--17,5421,728,406
1.Amounts shown represent the product of the number of shares vested and the closing price of the Company’s common stock on the NASDAQ on the performance-based RSU, or the time-vested RSU’s respective vesting date. In each case, the number of shares acquired at vesting and the value realized at vesting do not include any reduction in vested shares or value realized associated with the withholding of shares to satisfy tax withholding obligations.

The following table summarizes information about NEO participation in our nonqualified Deferred Compensation Plan, which is described on page 49 above, in the*“Retirement Programs and Perquisites”*section. In 2024, Mr. Ng and Mr. Shi participated and made contributions to the Deferred Compensation Plan.

Nonqualified Deferred Compensation Table

Nonqualified Deferred Compensation in 2024
NameExecutive Contributions in 2024 ($)1Registrant Contributions in 2024 ($)Aggregate Earnings in 2024 ($)2Aggregate Withdrawals/ Distributions ($)Aggregate Balance on December 31, 2024 ($)
Dominic Ng1,491,750-471,528-5,794,582
Christopher J. Del Moral-Niles-----
Irene H. Oh-----
Douglas P. Krause-----
Parker L. Shi1,459,957-756,043-4,995,976
1.The amounts contributed to this plan by the Company’s NEOs set forth in the above table have been included in the “Summary Compensation Table.”
2.Reflects hypothetical or “notional” gains on account balances based on the NEO’s selected investments. Plan participants do not receive above-market or preferential earnings under the Company’s nonqualified deferred compensation plan. Thus, no nonqualified deferred compensation earnings are reported in the “Summary Compensation Table.”

EAST WEST BANCORP2025 Proxy Statement55

Retirement Plans

We have two retirement plans. Our 401(k) Plan is a qualified retirement plan under the Internal Revenue Code of 1986, as amended (the “Code”), and is open to all employees of the Company and its subsidiaries with at least three months of service.

We also have a Supplemental Executive Retirement Plan (“SERP”) which was established in 2001 in order to provide supplemental retirement benefits to certain employees whose contributions to the 401(k) Plan are limited under applicable Internal Revenue Service regulations. The SERP was also intended as a retention incentive to ensure the continued employment of the officers participating in the plan. As of December 31, 2024, none of our NEOs were participants in the SERP.

As part of the life insurance contracts purchased when the SERP was established, beneficiaries of the SERP participants would be entitled to a death benefit. Although Mr. Ng and Mr. Krause are not currently participants in the SERP, each was at the time it was established in 2001 and death benefits for their beneficiaries remain in effect. As of December 31, 2024, Mr. Ng’s beneficiaries would be entitled to death benefits of $21,580,000 and Mr. Krause’s beneficiaries would be entitled to death benefits of $7,740,000 under the SERP.

Employment Agreements and Potential Payments upon Termination or Change in Control

The Bank, the Company’s principal subsidiary, has entered into employment agreements with the NEOs with the exception of Mr. Del Moral-Niles. This is intended to ensure that the Bank will be able to maintain a stable and competent management base.

Chief Executive Officer

The Bank entered into an employment agreement with its CEO, Mr. Ng, in June 1998 in connection with the sale of the Bank by its prior stockholders (the “Ng Employment Agreement”). The Ng Employment Agreement was reapproved by the Board and amended on March 3, 2025, to provide for a termination date of March 5, 2028. In addition to base salary and bonus to be determined annually, the employment agreement provides for, among other things, use of a Company car, participation in stock benefit plans and other fringe benefits applicable to executive personnel and four weeks paid vacation per year.

In the event the Bank chooses to terminate Mr. Ng’s employment for any reason other than for Cause (as defined in the Ng Employment Agreement), or in the event of Mr. Ng’s resignation from the Bank upon (i) failure to re-elect him to his current offices; (ii) a material change in functions, duties or responsibilities; (iii) a relocation of his principal place of employment by more than 25 miles; (iv) liquidation or dissolution of the Bank; (v) a breach of the employment agreement by the Bank; or (vi) his death or permanent disability, Mr. Ng, or, in the event of death, his beneficiary, would be entitled to receive an amount equal to the greater of (i) the remaining payments due to him and the contributions that would have been made on his behalf to any employee benefit plans of the Bank during the remaining term of the employment agreement or (ii) three times the base salary currently in effect plus three times the preceding year’s bonus payable in a lump sum.

Under the assumption that Mr. Ng’s employment with the Company was terminated on December 31, 2024, for any reason other than Cause, he would be entitled to receive severance payments totaling $13,251,576. Also, if Mr. Ng’s employment with the Company was terminated for any reason other than Cause, his outstanding and unvested stock options (if any), time-based and performance-based RSUs would become fully vested. If Mr. Ng’s employment with the Company was terminated on December 31, 2024, for any reason other than Cause, the market value of his RSUs, which would accelerate in vesting, was $25,629,350 based on the closing price of the Company’s common stock as of that date.

EAST WEST BANCORP2025 Proxy Statement56

Chief Risk Officer

On December 21, 2016, the Bank entered into an Executive Employment Agreement with its Chief Risk Officer, Ms. Oh (the “Oh Employment Agreement”). The Oh Employment Agreement, effective as of December 21, 2016, had an initial term of two years and was subject to annual renewal thereafter as may be agreed by the Bank’s Board of Directors and Ms. Oh. The Oh Employment Agreement was reapproved by the Board and amended December 21, 2024, to provide for a termination date of December 21, 2025.

The Oh Employment Agreement provides that Ms. Oh will receive an annual base salary, subject to periodic review and increase, and will be eligible to participate in an annual performance-based bonus plan. However, any actual bonus for any given year will be determined and paid in accordance with the Bank’s annual bonus plan arrangements applicable to senior executives generally. Ms. Oh will also be eligible to receive annual stock grants as approved by the Board. In addition, Ms. Oh will be entitled to participate in all employee benefit plans and perquisite arrangements available to senior executives of the Bank and shall receive reimbursement of reasonable business expenses. Ms. Oh’s employment with the Bank may be terminated by the Bank with or without Cause (as defined in the Oh Employment Agreement), in the event of disability (as defined in the Oh Employment Agreement) or death.

The Bank may terminate Ms. Oh’s employment with the Bank at any time without Cause, for any reason or no reason at all, upon one month advance written notice. In addition, it shall be considered termination without Cause by the Bank if Ms. Oh terminates her employment due to: (i) relocation of her office more than 50 miles from its current location in Pasadena, California without her consent; (ii) any material breach by the Bank of her employment agreement or any other material agreement between her and the Bank which causes her material harm; or (iii) if, following a Change of Control, the successor does not assume all material obligations of the Bank to her. It shall also be considered termination without Cause if without Ms. Oh’s consent, (a) the Oh Employment Agreement is not, whether initially or with respect to any subsequent renewal period, renewed or approved by the Bank’s Board (other than in connection with a for Cause event), and (b) within one month following the end of the then-current employment term, Ms. Oh resigns from the Bank.

In the event of termination of Ms. Oh’s employment by the Bank without Cause, and contingent upon Ms. Oh’s execution and non-revocation of a general release of claims, the Bank shall pay to Ms. Oh the following: (i) a single lump sum amount consisting of an amount equal to two times of Ms. Oh’s then annual base salary and an amount equal to the annual cash bonus payout last received by Ms. Oh; and (ii) any annual bonus earned but unpaid with respect to a performance year ending on or preceding the date of termination. Under the assumption that Ms. Oh’s employment with the Company was terminated on December 31, 2024, for any reason other than Cause, she would be entitled to receive severance payments totaling $2,584,513.

In addition, any equity awards would continue to vest according to the grant date schedules, provided that performance RSUs will be settled based on performance unit goal achievement, except that if such termination of employment occurs within two years after a Change of Control (as defined in the Oh Employment Agreement), any performance RSUs will be settled as follows: (i) any RSUs for which the performance period has lapsed will continue to vest based on performance unit goal achievement, and (ii) any RSUs for which the performance period has not lapsed will be converted into time-based units based on the target performance level. The outstanding equity awards held by Ms. Oh as of December 31, 2024, are disclosed in the table on page 54 under*“Outstanding Equity Awards at Year-End.”*

In the event of a termination of Ms. Oh’s employment as the result of her death or due to disability, Ms. Oh or her beneficiary will be entitled to receive (i) the Accrued Obligations (as defined in the Oh Employment Agreement) and (ii) any annual bonus earned but unpaid with respect to a performance year ending on or preceding the date of termination. The Oh Employment Agreement also provides that if Ms. Oh’s employment terminates as a result of death or disability, all unvested RSUs that have been granted prior to the date of death or disability shall immediately vest. The market value on December 31, 2024, of her RSUs which would have accelerated in vesting as a result of her death or disability would have been $5,085,191.

EAST WEST BANCORP2025 Proxy Statement57

Vice Chairman and Chief Corporate Officer

The Bank entered into an employment agreement with its Vice Chairman and Chief Corporate Officer, Mr. Krause, in 1999 (the “Krause Employment Agreement”). The Krause Employment Agreement was reapproved by the Board and amended on March 3, 2025, to provide for a termination date of March 3, 2028. In addition to base salary and bonus to be determined annually, the Krause Employment Agreement provides for, among other things, participation in stock benefit plans and other fringe benefits applicable to executive personnel and four weeks paid vacation per year.

In the event the Bank chooses to terminate Mr. Krause’s employment for any reason other than for Cause (as defined in the Krause Employment Agreement), or in the event of Mr. Krause’s resignation from the Bank upon (i) a material change in functions, duties or responsibilities; (ii) a relocation of the principal place of his employment by more than 25 miles; (iii) liquidation or dissolution of the Bank; (iv) a breach of the employment agreement by the Bank; or (v) his death or permanent disability, Mr. Krause, or, in the event of death, his beneficiary, would be entitled to receive an amount equal to the greater of (i) the remaining payments due to him and the contributions that would have been made on his behalf to any employee benefit plans of the Bank during the remaining term of the employment agreement; or (ii) three times the base salary currently in effect plus three times the preceding year’s bonus payable in a lump sum.

Under the assumption that Mr. Krause’s employment with the Company was terminated on December 31, 2024, for any reason other than Cause (as defined in the Krause Employment Agreement), he would be entitled to receive severance payments totaling $4,898,953 payable in a lump sum. Also, if Mr. Krause’s employment with the Company was terminated for any reason other than Cause, all unvested RSUs would become fully vested. If Mr. Krause’s employment with the Company was terminated on December 31, 2024, for any reason other than Cause, the market value of his RSUs, which would have accelerated in vesting, was $4,633,587.

There is no employment contract with Mr. Krause that provides for any payments, early vesting of any stock options or any RSUs upon a change of control.

Chief Operating Officer

The Bank entered into an employment agreement with its Chief Operating Officer, Mr. Shi, on December 1, 2021 (the “Shi Employment Agreement”) with an initial term of two years and is subject to annual renewal thereafter as may be agreed by the Bank’s Board of Directors and Mr. Shi. The Shi Employment Agreement was reapproved by the Board and amended on December 1, 2024, to provide for a termination date of December 1, 2025.

The Shi Employment Agreement provides that Mr. Shi will receive an annual base salary, subject to periodic review and increase, and will be eligible to participate in an annual performance-based bonus plan. However, any actual bonus for any given year will be determined and paid in accordance with the Bank’s annual bonus plan arrangements applicable to senior executives generally. Mr. Shi will also be eligible to receive annual stock grants as approved by the Board. In addition, Mr. Shi will be entitled to participate in all employee benefit plans and perquisite arrangements available to senior executives of the Bank and shall receive reimbursement of reasonable business expenses. Mr. Shi’s employment with the Bank may be terminated by the Bank with or without Cause (as defined in the Shi Employment Agreement), in the event of disability (as defined in the Shi Employment Agreement) or death.

The Bank may terminate Mr. Shi’s employment with the Bank at any time without Cause, for any reason or no reason at all, upon thirty days’ advance written notice.

In the event of termination of Mr. Shi’s employment by the Bank without Cause, and contingent upon Mr. Shi’s execution and non-revocation of a general release of claims, the Bank shall pay to Mr. Shi the following: (i) a single lump sum amount consisting of an amount equal to two times of Mr. Shi’s then annual base salary and; (ii) a lump sum bonus equal to 100% of Mr. Shi’s then annual base salary; if Mr. Shi is terminated without Cause during the term of his current contract, he would receive severance payments totaling $2,955,984.

In addition, as part of his severance, any equity awards would continue to vest according to the grant date schedules, provided that performance RSUs would be settled based on performance unit goal achievement, except that if such termination

EAST WEST BANCORP2025 Proxy Statement58

of employment occurs within two years after a Change of Control (as defined in the Shi Employment Agreement), any performance RSUs would be settled as follows: (i) any RSUs for which the performance period has lapsed would continue to vest based on performance unit goal achievement, and (ii) any RSUs for which the performance period has not lapsed will be converted into time-based units based on the target performance level. The outstanding equity awards held by Mr. Shi as of December 31, 2024 are disclosed in the table on page 54 under*“Outstanding Equity Awards at Year-End.”*

In the event of a termination of Mr. Shi’s employment as the result of his death or due to disability, Mr. Shi or his beneficiary will be entitled to receive the Accrued Obligations (as defined in the Shi Employment Agreement). The Shi Employment Agreement also provides that if Mr. Shi’s employment terminates as a result of death or disability, all unvested RSUs that have been granted prior to the date of death or disability shall immediately vest. The market value on December 31, 2024, of his RSUs which would have accelerated in vesting as a result of his death or disability is $4,072,816.

CEO to Median Employee Pay Ratio

We are providing the following information about the relationship of the total annual compensation of our median employee and the total annual compensation of Mr. Ng, our Chairman and CEO.

For the year ended December 31, 2024, the annual total compensation of our CEO was $9,213,633 as shown in the*“Summary Compensation Table.”* The annual total compensation of our median employee for 2024, excluding the CEO, was $104,121, resulting in a ratio of 88 to 1, which is a reasonable estimate calculated in a manner consistent with the applicable rules.

In determining the median employee, we identified and included all U.S.-based employees of East West Bank, other than the CEO, who were employed with us as of December 31, 2024. Further, we also included all employees of East West Bank outside of the U.S., who are based in Hong Kong and were employed with us as of December 31, 2024.The U.S. and Hong Kong-based employees represented 95% of our 3,182 total employees, excluding employees on leave of absence as of December 31, 2024. We excluded employees of East West Bank (China) Limited, our wholly owned subsidiary in China, and other employees based in China and Singapore, totaling 152 individuals or approximately 4.8% of our total employees. As of December 31, 2024, the Company had 2,952 U.S.-based employees and 230 non-U.S. employees.

Our definition of “total compensation,” for purposes of determining our median employee, includes total cash compensation paid during 2024 (excluding 401(k) deferrals and overtime wages) and the grant date fair value of RSUs (or RSU equivalents) awarded in 2024. We did not annualize the compensation for any employees that were not employed by us for all of 2024 or make any full-time equivalent adjustments for part-time employees. For our non-U.S. employees who were included in this calculation, we used the foreign exchange rates applicable as of December 31, 2024 to convert their total compensation into U.S. dollars. After determining our median employee, we then calculated such employee’s annual total compensation, in a manner consistent with the requirements of Item 402(u), for purposes of calculating the ratio presented above.

EAST WEST BANCORP2025 Proxy Statement59

Pay Versus Performance

The following table sets forth information concerning the compensation of our CEO and other NEOs for each of the fiscal years ending December 31, 2024, 2023, 2022, 2021, and 2020, and our financial performance for each such fiscal year.

Value of Initial $100 Investment Based on:
YearSummary Compensation Table Total for CEO1Compensation Actually Paid Total to CEOAverage Summary Compensation Table Total for Non-CEO NEOs2Average Compensation Actually Paid to non-CEO NEOsTotal Shareholder ReturnPeer Group Total Shareholder Return8Net Income ($ in millions)Return on Equity
20243$9,213,633$23,395,090$2,611,210$4,856,754$224$133$1,16615.93%
20234$8,358,550$15,412,681$1,948,256$2,572,881$161$104$1,16117.91%
20225$9,076,408$6,591,588$2,236,396$2,110,635$135$105$1,12819.51%
20216$8,649,172$27,525,426$1,938,007$3,294,597$162$126$87315.70%
20207$6,933,775$13,751,400$1,284,762$1,961,710$104$90$56811.17%
1.The CEO in 2024, 2023, 2022, 2021, and 2020 was Dominic Ng.
2.The non-CEO NEOs were Christopher J. Del Moral-Niles, Irene H. Oh, Douglas P. Krause, and Parker L. Shi in 2024; Christopher J. Del Moral-Niles, Irene H. Oh, Douglas P. Krause, Parker L. Shi, and Gary Teo in 2023; Irene H. Oh, Douglas P. Krause, Parker L. Shi, and Gary Teo in 2022; Irene H. Oh, Douglas P. Krause, Parker L. Shi, and Nick Huang in 2021; Irene H. Oh, Douglas P. Krause, Andy Yen, Gary Teo, and Catherine Zhou in 2020.
3.The LTI Plan for the 2024-2026 performance period has an estimated payout of 175%. The LTI Plan for the 2023-2025 performance period has an estimated payout of 175%. The LTI Plan for the 2022-2024 performance period paid out at 173%.
4.The LTI Plan for the 2023-2025 performance period has an estimated payout of 175%. The LTI Plan for the 2022-2024 performance period has an estimated payout of 175%. The LTI Plan for the 2021-2023 performance period paid out at 178%.
5.The LTI Plan for the 2022-2024 performance period has an estimated payout of 175%. The LTI Plan for the 2021-2023 performance period has an estimated payout of 174%. The LTI Plan for the 2020-2022 performance period paid out at 182%.
6.The LTI Plan for the 2021-2023 performance period has an estimated payout of 175%. The LTI Plan for the 2020-2022 performance period has an estimated payout of 174%. The LTI Plan for the 2019-2021 performance period paid out at 182%.
7.The LTI Plan for the 2020-2022 performance period has an estimated payout of 175%. The LTI Plan for the 2019-2021 performance period has an estimated payout of 175%. The LTI Plan for the 2018-2020 performance period paid out at 167%.
8.The peer group used is the KBW Nasdaq BANK INDEX (“BKX”).

The following table reconciles the total compensation shown in the*“Summary Compensation Table”* to the compensation actually paid to NEOs shown in the*“Pay Versus Performance”*table above.

EAST WEST BANCORP2025 Proxy Statement60

CEOAverage of Non-CEO NEOs
Year2024202320222021202020242023202220212020
Summary Compensation Table Total$9,213,633$8,358,550$9,076,408$8,649,172$6,933,775$2,611,210$1,948,256$2,236,396$1,938,007$1,284,762
Less: Fair Value of Stock Awards Granted in Fiscal Year(4,712,953)(4,745,307)(4,538,539)(5,065,596)(4,487,082)(787,163)(691,878)(669,169)(774,147)(474,638)
Add: Fair Value of Stock Awards Granted in Fiscal Year - Value at Year-End10,079,1617,767,2496,470,1419,535,33810,627,6321,682,152970,333953,8411,118,9761,060,278
Change in Fair Value for Stock Awards Granted in Prior Years that were Unvested at the End of Fiscal Year8,009,6041,451,398(4,846,683)10,881,5771,180,9991,113,589153,827(463,118)781,123100,365
Change in Fair Value of Stock Awards Granted in Prior Years that Vested during the Fiscal Year147,5191,919,170(237,471)2,894,477(1,009,781)132,991124,875(18,447)193,214(56,099)
Add: Dividends Paid on Unvested Shares Units for the Fiscal Year658,126661,621667,731630,458505,857103,97767,46771,13237,42347,041
Compensation Actually Paid$23,395,090$15,412,681$6,591,587$27,525,426$13,751,400$4,856,756$2,572,880$2,110,635$3,294,596$1,961,709

For the fiscal year ending December 31, 2024, the most important financial performance measures used to link compensation actually paid to our NEOs to Company are listed as follows.

Important Financial Performance Measurements
Return on AssetsReturn on EquityTotal Shareholder Return

EAST WEST BANCORP2025 Proxy Statement61

The following graphs compare the compensation actually paid to our CEO and the average of compensation actually paid to our non-CEO NEOs with Total Shareholder Return, Net Income, and Return on Average Equity.

EAST WEST BANCORP2025 Proxy Statement62

Proposal 3: Ratification of Auditors

Stockholders are being asked to ratify the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2025. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, as a matter of good corporate governance, the Board submits its selection of the independent registered public accounting firm to our stockholders for ratification. If the stockholders should not ratify the appointment of KPMG LLP, the Audit Committee will reconsider the appointment.

FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

KPMG LLP has been approved by the Audit Committee of the Company to be the independent registered public accounting firm of the Company for the 2025 year. The stockholders are being asked to ratify the selection of KPMG LLP. KPMG LLP has served as our independent registered public accounting firm since 2009. If the stockholders do not ratify such selection by the affirmative vote of a majority of the votes present and entitled to vote, the Audit Committee will reconsider its selection. Under applicable SEC regulations, the selection of the independent registered public accounting firm is solely the responsibility of the Audit Committee.

Representatives from the firm of KPMG LLP will be present at the Annual Meeting to respond to stockholders’ questions and will be given the opportunity to make a statement if they desire to do so.

Audit Fees, Audit Related Fees, Tax Fees and All Other Fees

The following is a description of the fees earned by KPMG LLP for services rendered to the Company for the years ended December 31, 2024 and December 31, 2023.

20242023
Audit Fees1$3,319,602$2,941,241
Audit-Related Fees253,52751,215
Tax Fees330,77717,894
All Other Fees--
Total Fees$3,403,906$3,010,350
1.Audit fees relate to the integrated audit of the Company’s consolidated financial statements, internal control over financial reporting, the review of the Company’s interim consolidated financial statements, and other audits provided in connection with regulatory filings provided by KPMG LLP. Audit fees also include the statutory audit for East West Bank (China) Limited provided by KPMG China.
2.Audit-related fees consist of fees for certain professional services provided by KPMG Hong Kong in connection with the review of regulatory filings for East West Bank’s Hong Kong branch.
3.Tax fees include tax compliance fees for East West Bank (China) Limited provided by KPMG China and tax consulting services by KPMG LLP.

EAST WEST BANCORP2025 Proxy Statement63

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Consistent with SEC rules regarding auditor independence, the Audit Committee is responsible for appointing, setting fees for and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility and in accordance with the Exchange Act, it is the policy of the Audit Committee to pre-approve all permissible services provided by our independent registered public accounting firm, except for minor audit-related engagements which in the aggregate do not exceed 5% of the total fees we pay to our independent registered public accounting firm during the year in which the services were provided. All of the services listed above for 2024 were approved by the Audit Committee prior to the service being rendered as described in the operating procedures below.

Each year, prior to engaging our independent registered public accounting firm, management submits to the Audit Committee for approval a list of services expected to be provided during that year within each of the three categories of services described below, as well as related estimated fees, which are generally based on time and materials. Audit services include audit work performed on the financial statements, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters and discussions surrounding the proper application of financial accounting and/or reporting standards.

Audit-related services include assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, statutory audits, employee benefit plan audits and special procedures required to meet certain regulatory requirements.

Tax services include compliance and other non-advisory services performed by the independent registered public accounting firm when it is most efficient and effective to use such firm as the tax service provider.

As appropriate, the Audit Committee then pre-approves the services and the related estimated fees. The Audit Committee requires our independent registered public accounting firm and management to report actual fees versus the estimate periodically throughout the year by category of service. During the year, circumstances may arise when it becomes necessary to engage our independent registered public accounting firm for additional services not contemplated in the initial annual proposal. In those instances, the Audit Committee pre-approves the additional services and related fees before engaging our independent registered public accounting firm to provide the additional services.

Audit Committee Report

The Audit Committee operates pursuant to a written charter most recently adopted on October 31, 2024. The Company’s Audit Committee Charter is available through the Company’s website at www.eastwestbank.com/investors by clicking onCorporate Information — Committee Charting. The Audit Committee held nine meetings during the year ended December 31, 2024. All regularly scheduled meetings were attended by all members of the Audit Committee. The meetings of the Audit Committee are designed to facilitate and encourage communication among the Audit Committee, the Company, the Company’s internal audit function and the Company’s independent registered public accounting firm.

The Audit Committee recognizes the importance of maintaining the independence of the Company’s independent registered public accounting firm, both in fact and appearance. Each year, the Audit Committee evaluates the qualifications, performance and independence of the Company’s independent registered public accounting firm and determines whether to re-engage the current independent registered public accounting firm. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the independent registered public accounting firm, and the independent registered public accounting firm’s capabilities, technical expertise and knowledge of the Company’s operations and industry.

Based on this evaluation, the Audit Committee has retained KPMG LLP as the Company’s independent registered public accounting firm for the year 2025. The members of the Audit Committee and the Board believe that, due to KPMG LLP’s

EAST WEST BANCORP2025 Proxy Statement64

knowledge of the Company and the industries in which the Company operates, including significant matters in audit, it is in the best interests of the Company and its stockholders to continue the retention of KPMG LLP to serve as the Company’s independent registered public accounting firm. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, the Audit Committee will continue to recommend that the Board ask the stockholders, at the Annual Meeting, to ratify the appointment of the independent registered public accounting firm.

Management is responsible for the financial reporting process, the system of internal controls, including internal control over financial reporting, risk management and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. KPMG LLP, the Company’s independent registered public accounting firm, is responsible for the integrated audit of the consolidated financial statements and internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes and procedures. The members of the Audit Committee currently are not professionally engaged in the practice of accounting or auditing. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management regarding the effectiveness of internal control over financial reporting, that the financial statements have been prepared with integrity and objectivity and that such financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. The Audit Committee also relies on the opinions of the Company’s independent registered public accounting firm of the consolidated financial statements and the effectiveness of internal control over financial reporting.

In performing its function, the Audit Committee has among other tasks:

› Reviewed and discussed the audited financial statements and the quarterly financial reports of the Company as of the end of each quarter in and for the year ended December 31, 2024 with management and with KPMG; › Discussed with KPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC, as well as other matters including the scope of the audit, the Company’s significant accounting policies, new accounting pronouncements and the critical audit matter addressed during the audit; › Met with KPMG with and without management to discuss the results of their examinations and their observations and recommendations regarding the quality and adequacy of the Company’s internal controls;› Received from KPMG written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed, with KPMG, their independence; › Reviewed and approved the amount of fees paid to KPMG for audit, audit-related and tax compliance and other services and concluded that the provision of services by them did not impair their independence; and › Provided oversight of Internal Audit.

Based on the foregoing reviews and discussions, and subject to the limitations on the Audit Committee’s role and responsibilities described above and in the Audit Committee charter, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC.

THE AUDIT COMMITTEE Lester M. Sussman, Chairman Manuel P. Alvarez Molly Campbell Mark Hutchins Paul H. Irving

EAST WEST BANCORP2025 Proxy Statement65

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.