RBB Bancorp
For the period ended May 21, 2026. Filed Apr 10, 2026.
View on SEC.govAbout 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 21, 2026 · Filed Apr 10, 2026
Contents
Decision-Making Process
**Role of the Compensation Committee.Our CNG Committee is a standing committee appointed by our Board of Directors to oversee our compensation and employee benefit plans and practices, including our executive compensation plans and our incentive-compensation and equity-based plans. The CNG Committee is comprised of independent, non-employee members of the Board. The CNG Committee collaborates closely with an independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the CNG Committee’s authority and responsibilities are specified in the CNG Committee’s charter, which is available on our website atwww.royalbusinessbankusa.com under the “Investor Relations” section and "Governance" tab. The CNG Committee makes all final compensation and equity award decisions regarding our NEOsand the independent members of the full Board ratify the recommendation of the CNG Committee. Please also see additional discussion on our CNG Committee set forth above under "Corporate Governance and Other Board Matters– CNG Committee."
Role of Management.** **The CEO attends regular meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. The CEO recommends adjustments to base salaries, annual cash incentives and equity award amounts for the other NEOs. The CEO does not participate in the deliberations of the CNG Committee regarding his own compensation.
***Role of the Compensation Consultant.***From time to time, our CNG Committee seeks advice from outside experts in the executive compensation field to provide input on both director compensation and executive compensation matters. In 2025, the CNG Committee engaged Pearl Meyer for general assistance in executive compensation matters. In accordance with the rules of the Nasdaq Stock Market, the CNG Committee took appropriate actions to consider the independence of Pearl Meyer and determined there was no conflict of interest.
The Role of Benchmarking and Peer Groups. For 2025,*** ***the CNG Committee compared our executive compensation program to the executive compensation programs of a group of companies that are comparable in terms of industry, size and geography. The overall purpose of this peer group is to provide a market frame of reference for evaluating our compensation arrangements (current or proposed) and performance results, understanding compensation trends among comparable companies, and reviewing other compensation and governance-related topics that may arise during the year to develop an executive compensation program that remains appropriately aligned with market-best practices.
The CNG Committee selected a new peer group in 2025 to serve as both a comparison of market levels of compensation as well as a benchmark (through the relative total shareholder return measure of the PRSUs) for company performance based on the current strategic priorities the Company is focused on achieving. In developing the 2025 peer group, the CNG Committee selected companies that were, on balance, of similar size and scope as the Company (assets between $2 billion and $10 billion, and market capitalization between $100 million and $1.3 billion, as compared to the Company’s then current assets and market capitalization of $4.0 billion and $310 million, respectively). The CNG Committee prioritized companies that compete with the Company for business and talent or have similar strategic priorities, which include banks that have lower concentrations of mortgage banking operations and higher concentrations of noninterest-bearing deposits in the funding mix. The 2025 peer group includes some of the same companies from the 2024 peer group in addition to some new companies.
The 2025 peer group was as follows:
| Byline Bancorp, Inc. | Old Second Bancorp, Inc. |
|---|---|
| California BanCorp | OP Bancorp |
| Central Pacific Financial Corp. | PCB Bancorp |
| Five Star Bancorp | Peapack-Gladstone Financial Corporation |
| Hanmi Financial Corporation | Ponce Financial Group, Inc. |
| Heritage Commerce Corp | Preferred Bank |
| Metropolitan Bank Holding Corp. | |
It is important to note that the CNG Committee does not rely exclusively on comparative data from the peer group when setting compensation for our NEOs. While peer group information can help identify general trends in executive compensation practices and overall executive compensation, the CNG Committee recognizes there can be meaningful differences between the Company and its peer group members. In addition to peer group data, the CNG Committee also reviews compensation information from survey sources of similarly sized peers, direct market share competitors and considers many other factors such as individual and company performance, position and associated responsibilities, retention and stability of the executive management team, tenure, and succession considerations.
Pearl Meyer evaluated the Company’s executive compensation program and then specifically compared the Company’s targeted Total Direct Compensation (salary, annual incentives, and long-term incentives) by officer title to survey sources of similarly sized banks and the Company’s new 2025 peer group. Pearl Meyer concluded the Company’s targeted Total Direct Compensation for the CEO was below the market median and for the NEOs (other than our CEO) was generally at or below the market median.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.