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
What Guides Our Program
Board Responsiveness to 2025 Say-on-Pay and Shareholder Feedback. The result of our non-binding advisory vote to approve our executive compensation (“say-on-pay”) at the 2025 annual meeting of shareholders yielded approximately 97% support for our executive compensation program. The CNG Committee views the overwhelming approval for our executive compensation program at our 2025 annual meeting as support for the numerous steps that the CNG Committee has taken in the past to better align our executive compensation program with the interests of our shareholders.
Our CNG Committee values feedback from our shareholders. The CNG Committee has been highly focused on better understanding the concerns and perspectives of our shareholders and their voting decisions with respect to our executive compensation program. We regularly meet with our shareholders to discuss business topics, seek feedback on our performance, and address other matters, such as executive compensation. We attend our market makers investor conferences to meet with institutional investors and we strive to meet with local investors at least annually.
Through these exchanges, we gained greater appreciation for our shareholders’ views on compensation philosophies, annual and long-term incentive designs, performance metrics and governance. We reviewed the feedback with senior management, the CNG Committee, and the entire Board. As a result of our shareholder engagement in the past, the CNG Committee also engaged Pearl Meyer, a leading independent compensation consulting firm, to regularly gain further insight on current pay practices to ensure our approach effectively balances competitive market practices, shareholder expectations, best-practice governance standards and our business strategy.
***What We Heard and What We Did.***As a result of our outreach efforts, we overhauled our executive compensation program in 2024 to more closely align our program with market best practices and shareholder feedback. Below is a summary of the changes implemented in 2024 and also used for the 2025 executive compensation program.
| What We Heard | What We Did |
|---|---|
| Shareholders would like clearer parameters around annual incentives | We modified the payment structure to separate Cash Incentive Plan Awards from Equity Incentive Plan Awards and set clear parameters around the annual Cash Incentive Plan Awards and long-term equity awards. The annual cash incentives are measured and determined separately from time-based or performance-based equity awards. See “Annual Incentive Plan” under “2025 Executive Compensation Decisions in Detail” in this CD&A for details. |
| Shareholders would like to see more “good governance” practices | We adopted risk-mitigating policies to strengthen our compensation governance including a Mandatory Recovery of Compensation Policy and Clawback Policy. We adopted a Share Ownership Policy requiring certain Executive Officers and non-employee Directors to own a certain level of Company stock to align their interests with the interests of our shareholders. We adopted new corporate governance guidelines and reviewed and revised our Code of Ethics, Board committee charters, and all governance policies, including our Insider Trading Policy. See “Compensation Governance Practices” below and “Other Compensation Policies, Practices, and Guidelines” in this CD&A for more information. |
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| Shareholders sought more clarity in our executive compensation program disclosure | We have provided enhanced transparency about our program in this CD&A, including more details about our executive compensation philosophy, overall program structure, incentive plan goals and results, and our good governance practices. |
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| Shareholders would like to see performance-based long-term incentive awards | We implemented a new long-term incentive structure which provides for 50% (at target) of the equity awards to be granted in performance-based incentive awards and 50% in time-based incentive awards to reward continuity of service. |
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The Company’s executive compensation program continues to evolve, and we will continue our shareholder engagement efforts to facilitate open and ongoing dialogues with key stakeholders to help ensure we have a regular understanding of investor perspectives. We will also continue to consider the feedback we receive from our major shareholders and the outcome of say-on-pay votes when making compensation decisions regarding our NEOs.
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