PCB BANCORP
For the period ended May 28, 2025. Filed Apr 10, 2025.
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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 28, 2025 · Filed Apr 10, 2025
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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.)
Filed by the Registrantx
Filed by a Party other than the Registrant¨
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12
PCB Bancorp
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PCB BANCORP
3701 Wilshire Boulevard, Suite 900
Los Angeles, CA 90010
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF PCB BANCORP:
NOTICE IS HEREBY GIVEN that, pursuant to its bylaws and the call of its Board of Directors, the Annual Meeting of Shareholders (the “Annual Meeting”) of PCB Bancorp (the “Company”) will be held as follows:
Date: Wednesday, May 28, 2025
Time: 10:30 a.m., Pacific Time
Place: PCB Bancorp Headquarters
3701 Wilshire Boulevard, Suite 900
Los Angeles, California
At the Annual Meeting, shareholders will be asked:
- Election of Directors. To elect eight persons to the Board of Directors of the Company to serve until the next Annual Meeting and until their successors have been elected and have qualified. The Board of Directors has nominated the following persons for election:
| Kijun Ahn | Daniel Cho |
|---|---|
| Haeyoung Cho | Janice Chung |
| Sang Young Lee | Hong Kyun “Daniel” Park |
| Don Rhee | Henry Kim |
Advisory Vote on Executive Compensation. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
Independent Registered Public Accounting Firm. To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Other Business. Any other matters that may properly be brought before the meeting.
Only those shareholders of record at the close of business on March 31, 2025 are entitled to notice of and to vote at the meeting or any adjournments or postponements thereof.
Important Notice Regarding the Availability of Proxy Materials: On or about April 10, 2025, we mailed to our shareholders a Notice Regarding the Availability of Proxy Materials, or the Notice, containing instructions for how to access our proxy statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. As described in the Notice, the proxy statement and the 2024 Annual Report can be accessed online by visiting the website identified in the Notice and following the instructions. The Notice also provides instructions on how to vote your shares electronically as well as how to request a paper copy of the proxy statement and 2024 Annual Report and vote your shares by mail using the proxy card.
It is very important that every shareholder vote. We urge you to vote your shares electronically, or if you have received a paper proxy card, to sign and return it in the provided postage paid envelope as promptly as possible, whether or not you plan to attend the meeting in person. If you attend the Annual Meeting and you wish to change your vote, you may withdraw your proxy and vote in person at that time. You may revoke your proxy at any time prior to its exercise.
Please indicate on the proxy card whether or not you expect to attend the meeting so we can provide adequate accommodations.
We appreciate your continuing support and look forward to seeing you at the Annual Meeting.
By Order of the Board of Directors
/s/ Andrew Chung
Andrew ChungExecutive Vice President, Chief Risk Officer and Corporate Secretary
Los Angeles, California
Please vote promptly.
TABLE OF CONTENTS
| Page | |
|---|---|
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | 1 |
| PROXY STATEMENT SUMMARY | 4 |
| NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS | 4 |
| GENERAL INFORMATION ABOUT THE 2025 ANNUAL MEETING | 5 |
| Voting Securities and Required Quorum | 5 |
| Votes Required For Approval of the Proposals | 5 |
| Voting Shares Held By Brokers, Banks and Other Nominees | 5 |
| Revocability of Proxies | 6 |
| Recommendations of the Board of Directors | 6 |
| Voting of Shares Represented by Proxy | 6 |
| Persons Making the Solicitation | 6 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS OF THE COMPANY | 7 |
| Summary | 7 |
| Director Nomination Process | 7 |
| Director Nominee Qualifications and Experience | 8 |
| Compensation of Directors | 10 |
| CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS | 11 |
| Corporate Governance Guidelines | 11 |
| Director Qualifications | 11 |
| Director Independence | 11 |
| Code of Ethics and Business Conduct | 12 |
| Policy Prohibiting Insider Trading and Related Procedures | 12 |
| Compensation Committee Interlocks and Insider Participation | 12 |
| Risk Management and Oversight | 12 |
| Board Meetings and Committees | 13 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 16 |
| EXECUTIVE COMPENSATION | 17 |
| Executive Officers | 17 |
| Summary Compensation Table | 18 |
| Narrative Discussion of Compensation | 19 |
| CEO Employment Agreements | 21 |
| Equity Compensation Plans | 22 |
| Outstanding Equity Awards at Fiscal Year End | 23 |
| Pay Versus Performance Table | 24 |
| Narrative Discussion of Pay Versus Performance | 25 |
| TRANSACTIONS WITH RELATED PERSONS, PROMOTERS, AND CERTAIN CONTROL PERSONS | 26 |
| PROPOSAL NO. 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 27 |
| PROPOSAL NO. 3: INDEPENDENT PUBLIC ACCOUNTANTS | 28 |
| Report of the Audit Committee of the Board of Directors | 28 |
| Independent Auditor Fees | 29 |
| Preapproval of Services by Independent Auditor | 29 |
| Vote Required | 29 |
| OTHER MATTERS | 30 |
| Shareholder Nominations and Proposals | 30 |
| Shareholder Communications | 30 |
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