caty20240329_def14a.htm

Table of Contents

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

Filed by the Registrant ☒

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))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

CATHAY GENERAL 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 all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Table of Contents

To Our Stockholders:

We are pleased to invite you to attend the annual meeting of stockholders of Cathay General Bancorp. The annual meeting will be held on Monday, May 13, 2024, at 5:00 p.m., Pacific Time, exclusively in a virtual meeting format.

At the annual meeting, you will be asked to elect five Class I directors to serve until the 2027 annual meeting of stockholders and one Class II director to serve until the 2025 annual meeting of stockholders, vote on an advisory (non-binding) resolution to approve our executive compensation, and to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year, all as further described in the accompanying proxy statement. You will be able to vote and submit questions electronically and will be able to attend in person via the Internet.

Your vote is very important to us. Whether or not you expect to attend the annual meeting, we encourage you to cast your vote via the Internet, by telephone, or if preferred, by completing, signing, and returning your proxy card in the accompanying return envelope. Specific instructions for voting via the Internet or by telephone are stated on the proxy card. If you hold your shares through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from them to vote your shares. A majority of the outstanding shares of our common stock must be represented, either in person or by proxy, for us to transact business at the annual meeting. Your cooperation is much appreciated.

Sincerely yours,

Dunson K. Cheng

Executive Chairman of the Board

Los Angeles, California

April 11, 2024

Table of Contents

777 NORTH BROADWAY
LOS ANGELES | CALIFORNIA 90012

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 13, 2024

To The Stockholders of Cathay General Bancorp:

Notice is hereby given that the annual meeting of stockholders of Cathay General Bancorp will be held on Monday, May 13, 2024, at 5:00 p.m., Pacific Time, for the following purposes, as more fully described in the accompanying proxy statement:

To elect five Class I directors to serve until the 2027 annual meeting of stockholders and one Class II director to serve until the 2025 annual meeting of stockholders, and until their successors have been elected and qualified;

To vote on an advisory (non-binding) resolution to approve our executive compensation disclosed in the accompanying proxy statement;

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year; and

To transact such other business as may properly be brought before the annual meeting or any adjournments or postponements of the annual meeting.

The annual meeting will be held exclusively by means of virtual format. You will be able to vote and submit questions electronically during the annual meeting. To be admitted to the annual meeting at http://www.virtualshareholdermeeting.com/CATY2024, you must enter the control number on your proxy card.

The Board of Directors has fixed March 15, 2024, as the record date for the annual meeting. Only holders of record of our common stock at the close of business on the record date are entitled to receive notice of and to vote at the annual meeting.

Please cast your vote via the Internet, by telephone, or by completing, signing, and returning your proxy card in the accompanying return envelope. If you mail the envelope in the United States, it does not require postage. If you attend the annual meeting remotely, you may choose to vote at the annual meeting by following the instructions available on the meeting website. If you do so, your prior voting instructions, if any, will be disregarded. It is important that you vote promptly via the Internet, by telephone, or by returning your proxy card prior to the annual meeting even if you plan to attend the meeting in person via Internet.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 13, 2024. This proxy statement and Cathay General Bancorp’s Annual Report for the year ended December 31, 2023 are also available free of charge electronically at https://www.cathaygeneralbancorp.com/cathay-general/stockholder-information/annual-meeting-materials and will remain available on the website through the conclusion of the annual meeting of stockholders.

By Order of the Board of Directors,

May K. Chan

Corporate Secretary

Los Angeles, California

April 11, 2024

Table of Contents

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY	ii
INFORMATION ABOUT THE ANNUAL MEETING	1
INFORMATION ABOUT VOTING AND PROXIES	1
SECURITY OWNERSHIP INFORMATION	4
Certain Beneficial Owners	4
Directors and Executive Officers	5
Section 16(A) Beneficial Ownership Reporting Compliance	6

PROPOSAL ONE – ELECTION OF DIRECTORS	7
Nominees, Continuing Directors, and Executive Officers	8

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	14
Meetings	14
Board Leadership	14
Risk Management Oversight	14
Director Independence	15
Board Diversity	15
Board Committee Structure	18
Audit Committee	18
Compensation Committee	18
Investment Committee	19
Nomination and Governance Committee	19
Risk Committee	20
Stock Ownership of Directors	20
Compensation of Directors	20

EXECUTIVE COMPENSATION	22
Compensation Committee Interlocks and Insider Participation	32
Compensation Committee Report	32
Remuneration of Executive Officers	33
Pension Benefits	36
Employment Agreement	36
Nonqualified Deferred Compensation	37

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	38
PAY RATIO OF CEO TO MEDIAN EMPLOYEE	43
PAY VERSUS PERFORMANCE COMPARISION	44
PROPOSAL TWO – ADVISORY (NON-BINDING) VOTE TO APPROVE OUR EXECUTIVE COMPENSATION	48
PROPOSAL THREE – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	48
PRINCIPAL ACCOUNTING FEES AND SERVICES	49
AUDIT COMMITTEE REPORT	50
INCORPORATION OF CERTAIN INFORMATION	51
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS	52
CODE OF ETHICS	53
ENVIRONMENTAL, SOCIAL AND GOVERNANCE	53
COMMUNICATIONS WITH BOARD OF DIRECTORS	53
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K AND STOCKHOLDERS LIST	53
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS	53
STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING OF STOCKHOLDERS	54

Table of Contents

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary is designed as an aid and does not contain all of the information that you should consider in deciding how to vote. As such, you should read this entire proxy statement carefully before voting.

Annual Meeting of Stockholders

Date and Time:

Record Date:

Monday, May 13, 2024,

5:00 p.m., Pacific Time

March 15, 2024

Place:

Virtual meeting link

www.virtualshareholdermeeting.com/CATY2024

You must enter the control number on your proxy card.

Voting:

Holders of record of our common stock at the close of business on the record date.

Attendance:

Stockholders as of the record date and their duly appointed proxies may attend the annual meeting remotely.

Proposals and Voting Recommendations

Proposal	Board Recommendation	Page
1. Election of Directors	FOR EACH NOMINEE	7
2. Advisory (Non-Binding) Vote to Approve our Executive Compensation	FOR	48
3. Ratification of the Appointment of Independent Registered Public Accounting Firm	FOR	48

PROPOSAL ONE — Election of Directors

The first proposal is to elect five Class I directors to serve until the 2027 annual meeting of stockholders and one Class II director to serve until the 2025 annual meeting of stockholders, and their successors have been elected and qualified. The following table provides summary information about each nominee.

Name of Nominee	Class	Age	Principal Occupation	Director Since
Jane Jelenko	I	75	Retired Financial Services Partner of KPMG LLP	2012
Ann Yee Kono	I	48	Chief Executive Officer of Leda Advisory Group	N/A
Anthony M. Tang	I	70	Vice Chairman of Cathay General Bancorp and Cathay Bank	1990
Shally Wang	I	67	Retired, Former General Manager at IBM Greater China Group	2021
Peter Wu	I	75	Vice Chairman of Cathay General Bancorp and Cathay Bank	2003
Elizabeth Woo	II	45	Lecturer of Accounting at the University of California, Los Angeles	N/A

PROPOSAL TWO — Advisory (Non-Binding) Vote to Approve our Executive Compensation

Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), enables our stockholders to vote to approve, on a non-binding basis, the compensation of our Named Executive Officers, as disclosed in this proxy statement in accordance with the rules of the Securities and Exchange Commission (the “SEC”). Accordingly, the Board of Directors is submitting the following resolution for stockholder consideration:

“RESOLVED, that the compensation paid to our Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this proxy statement, is hereby APPROVED.”

PROPOSAL THREE — Ratification of the Appointment of Independent Registered Public Accounting Firm

We are asking our stockholders to ratify the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for our 2024 fiscal year. Although ratification is not legally required, we are submitting the appointment of KPMG to our stockholders for ratification in the interest of good corporate governance. In the event that this appointment is not ratified, the Audit Committee of the Board of Directors will reconsider the appointment.

Table of Contents

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

MAY 13, 2024

The Board of Directors of Cathay General Bancorp (the “Board”) is furnishing this proxy statement to the holders of record of our common stock to solicit proxies for use at our 2024 annual meeting of stockholders and any adjournments or postponements of the annual meeting. In this proxy statement, “Bancorp,” the “Company,” “we,” “us,” and “our” refer to Cathay General Bancorp, a Delaware corporation. This proxy statement and the enclosed proxy card were first mailed to stockholders on or about April 11, 2024.

INFORMATION ABOUT THE ANNUAL MEETING

What is the purpose of the annual meeting? At the annual meeting, our stockholders will be asked to:

1.	Elect five Class I directors to serve until the 2027 annual meeting of stockholders and one Class II director to serve until the 2025 annual meeting of stockholders, and their successors have been elected and qualified;

2.	Vote on an advisory (non-binding) resolution to approve our executive compensation disclosed in this proxy statement;

3.	Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year; and

4.	Transact such other business as may properly be brought before the annual meeting or any adjournments or postponements of the annual meeting.

When and where will the annual meeting be held? The annual meeting will be held on May 13, 2024, at 5:00 p.m., Pacific Time exclusively in a virtual format at www.virtualshareholdermeeting.com/CATY2024.

Who can attend the annual meeting via Internet? All stockholders at the close of business on the record date and their duly appointed proxies may attend the annual meeting in person via Internet. To be admitted to the annual meeting via the Internet, you must enter the control number on your proxy card.

INFORMATION ABOUT VOTING AND PROXIES

Who is entitled to vote at the annual meeting? The Board has fixed March 15, 2024, as the record date for the annual meeting. Only holders of record of our common stock at the close of business on the record date are entitled to receive notice of and to vote at the annual meeting. On the record date, 72,688,191 shares of our common stock were outstanding.

How many shares must be present to transact business at the annual meeting? A quorum is required for our stockholders to transact business at the annual meeting. The presence in person or by proxy of the holders of a majority of the outstanding shares of our common stock constitutes a quorum. Shares that are voted “FOR,” “AGAINST” or “ABSTAIN” and broker non-votes will be counted towards determining whether or not a quorum is present. If the shares represented at the annual meeting are not sufficient to constitute a quorum, we may adjourn or postpone the annual meeting to permit the further solicitation of proxies.

How many votes am I entitled to? Each stockholder of record is entitled to one vote for each share of our common stock registered in the stockholder’s name. Shares may not be voted cumulatively for the election of directors or otherwise.

Table of Contents

What is the difference between a “stockholder of record” and a “beneficial owner?”These terms describe how your shares are held. If your shares are registered directly in your name with our transfer agent, then you are a “stockholder of record” of those shares. As a stockholder of record, you have the right to vote by proxy via the Internet, by telephone, by mail, or in person via the Internet at the annual meeting.

If your shares are held in an account by a broker, bank, trust company, or other similar organization, then you are a “beneficial owner” of those shares and the organization holding your shares is considered the “stockholder of record” for purposes of voting at the annual meeting. If you are a beneficial owner, you have the right to direct the organization holding your shares on how to vote the shares held in your account.

How do I vote my shares? If you are a stockholder of record, there are four ways to vote:

•	By Internet Before the Annual Meeting Date. You may vote by proxy via the Internet before the annual meeting date by following the instructions provided in the proxy card.

•	By Telephone. You may vote by proxy by calling the toll- free number on the proxy card.

•	By Mail. You may vote by proxy by filling out the proxy card and returning it in the enclosed postage-prepaid envelope.

•	By Internet at the Annual Meeting. You may attend the annual meeting in person via the Internet on May 13, 2024, at 5:00 p.m. Pacific Time, by logging into the virtual meeting at www.virtualshareholdermeeting.com/CATY2024. To vote at the meeting, you must enter your control number at login.

If you vote via the Internet, by telephone, or complete and mail the proxy card, and we receive it on or before the voting date, your shares will be voted as you direct. Even if you plan to attend the annual meeting in person via the Internet, we encourage you to cast your vote before the annual meeting via the Internet, by telephone, or if you prefer, by completing, signing, dating, and returning the proxy card.

If you are a beneficial owner and your shares are held in a brokerage account or by a bank or other nominee, your ability to vote by telephone or the Internet depends on your broker’s voting process. Please follow the directions provided to you by your broker, bank or nominee.

What are broker non-votes? The term “broker non-votes” generally refers to shares that are held by a broker or other nominee in its name for the benefit of its clients but that cannot be voted because the broker or nominee is precluded from voting on “non-routine matters” and has not received voting instructions from the beneficial owner on those matters.

If you hold your shares in a brokerage account and do not give voting instructions to your broker on proposals that are considered “non-routine,” your broker cannot vote them for you and your shares will be treated as broker non-votes. At the annual meeting, Proposal One (Election of Directors) and Proposal Two (Advisory (Non-Binding) Vote to Approve Our Executive Compensation) involve matters that we believe will be considered “non-routine,” while Proposal Three (Ratification of the Appointment of Independent Registered Public Accounting Firm) involves matters that we believe will be considered “routine.”

Therefore, it is important that you provide voting instructions for all proposals.

What if I don’t vote for some of the items listed in this proxy statement? If you are a stockholder of record and return your signed proxy card, or vote via the Internet or by telephone, the proxy holders will vote your shares, with respect to the items without specific voting instructions, according to the recommendations of the Board. The Board has designated Heng W. Chen and May K. Chan, and each of them individually, with power of substitution, as proxy holders.

May I change my vote? Yes. If you are a stockholder of record, you may revoke your proxy at any time before it is exercised by filing a written notice of revocation with our Corporate Secretary, by delivering to our Corporate Secretary a later signed and dated proxy card, or by a later dated vote via the Internet or by telephone. The deadline to vote via the Internet or by telephone is 11:59 p.m., Eastern Time, on May 12, 2024. You may also revoke your proxy if you attend the annual meeting in person via the Internet and vote online during the annual meeting by following the website instructions. Unless you decide to attend the annual meeting in person via the Internet and vote online at the annual meeting, we recommend that you change or revoke your prior instructions in the same manner as you originally gave them and provide enough time for the new voting instructions to reach us before the annual meeting begins. Once the annual meeting begins, you may only change or revoke your proxy by voting online at the annual meeting.

How are the shares held by the Cathay Bank Employee Stock Ownership Plan Trust (the “ESOPT”) voted? Each participant of the ESOPT has the power to direct the vote of the shares allocated to his or her account by providing voting instructions. Charles Schwab Bank, as Trustee of the ESOPT, will vote the shares allocated to a participant’s account as directed by the participant. If no direction is received by 11:59 p.m., Eastern Time, on May 8, 2024, with respect to any shares held by the ESOPT, the Trustee will vote such shares in the same manner as the shares voted by the Trustee on any matter as to which it has received timely directions.

How does the Board recommend that I vote? The Board unanimously recommends that you vote your shares as follows:

•	FOR EACH NOMINEE five as Class I directors and one as Class II director as specified under Proposal One.

•	FOR the advisory (non-binding) resolution to approve our executive compensation as specified under Proposal Two.

•	FOR ratification of the appointment of KPMG LLP as our independent registered public accounting firm as specified under Proposal Three.

None of our directors has informed us in writing that they intend to oppose any action intended to be taken by us at the annual meeting.

Table of Contents

What is the vote required to elect directors and approve the other proposals?

Proposal One (Election of Directors)

The nominees receiving a majority of votes cast at the annual meeting will be elected as directors. A majority of votes cast means the number of votes cast “for” the director’s election exceeds the number of votes cast “against” that director’s election. Abstentions and broker non-votes will not be counted as votes cast for this purpose, and will have no effect on the election of a director. If an incumbent director nominee fails to receive the requisite vote in an uncontested election, that director must offer to resign. Our Nomination and Governance Committee and the Board will then act on the tendered offer to resign in the best interest of Bancorp.

Proposal Two (Advisory (Non-Binding) Vote to Approve our Executive Compensation)

The affirmative vote of a majority of our shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting is required to approve Proposal Two. Abstentions will be treated as present and entitled to vote and therefore will have the same effect as a vote against this proposal. Broker non-votes will not affect the outcome of the advisory vote. Although the vote is non-binding, the Board and our Compensation Committee will review the voting results in connection with their ongoing evaluation of the Company’s compensation program.

Proposal Three (Ratification of the Appointment of Independent Registered Public Accounting Firm)

The affirmative vote of a majority of our shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting is required to approve Proposal Three. Abstentions will be treated as present and entitled to vote and therefore will have the same effect as a vote against this proposal. Brokers will have discretion to vote on this proposal. In the event stockholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee and the Board. Even if the selection is ratified, the Audit Committee may in its discretion select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Who will serve as inspector of elections? The inspector of elections for the annual meeting will be American Elections Services, LLC. Under Delaware law, the inspector of elections will rule on the proxies and ballots submitted and may consider evidence deemed to be reliable to reconcile proxies and ballots submitted by or on behalf of banks, brokers, their nominees, or similar persons that represent more votes than the holder of a proxy is authorized by the stockholder of record to cast, or more votes than the stockholder holds of record.

What happens if additional matters are presented at the annual meeting or a nominee is unable to serve as a director? As of the date of this proxy statement, the Board knows of no matters to be brought before the annual meeting other than the proposals specifically listed in the notice of annual meeting of stockholders. Nevertheless, if further business is properly presented, the proxy holders named in the enclosed proxy card will vote the shares in their discretion in accordance with their best judgment.

If any nominee for director named in this proxy statement becomes unavailable for any reason, or if any vacancy on the Board occurs before the election, the shares represented by any proxy voting for that nominee will be voted for the person who may be designated by the Board to replace the nominee or to fill that vacancy on the Board. However, as of the date of this proxy statement, the Board does not believe that any nominee will be unavailable or that any vacancy will occur.

How will proxies be solicited and who will pay for the solicitation? We will pay the cost of this solicitation of proxies. In addition to the use of the mail, officers, directors, and employees of Bancorp and its subsidiaries may solicit proxies personally or by telephone, facsimile, or electronic means. These individuals will not be specially compensated for these solicitation activities. Arrangements will also be made with brokerage firms and certain other custodians, nominees, and fiduciaries for forwarding solicitation materials to the beneficial owners of shares held of record by these persons, and we will reimburse them for their reasonable expenses incurred in forwarding these materials, which we anticipate to be de minimis in nature.

What happens if the annual meeting is adjourned or postponed? Your proxy will remain valid and the shares may be voted at any adjourned annual meeting when resumed or at any postponed annual meeting. You will still be able to change your vote or revoke your proxy until the voting occurs.

Do I have rights or appraisal or similar rights of dissenters with respect to any matter to be acted upon at the annual meeting? None of the proposals to be acted upon at the annual meeting and discussed in this proxy statement carry rights of appraisal or similar rights of dissenters.

Table of Contents

SECURITY OWNERSHIP INFORMATION

Certain Beneficial Owners

Based on the contents of reports filed with SEC pursuant to Sections 13(d) and 13(g) of the Exchange Act, we believe the entities listed below are the only beneficial owners of more than five percent of our common stock as of March 15, 2024.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Stock	Percentage of Common Stock Beneficially Owned ^1/
BlackRock, Inc.	10,656,594 ^2/	14.66%
50 Hudson Yards, New York, NY 10001
The Vanguard Group, Inc.	8,254,816 ^3/	11.36%
100 Vanguard Blvd., Malvern, PA 19355
Dimensional Fund Advisors LP	3,850,589 ^4/	5.30%
6300 Bee Cave Road, Building One, Austin, TX 78746
State Street Corp	3,687,347 ^5/	5.07%
State Street Financial Center, 1 Congress Street, Suite 1, Boston, MA 02114

^1/	The ownership percentage is determined by dividing the number of shares shown in this table by the 72,688,191 shares of Bancorp common stock outstanding as of March 15, 2024.

^2/

All information regarding BlackRock, Inc. is based on an amendment to Schedule 13G filed with the SEC on January 22, 2024. BlackRock, Inc., a parent holding company, reported that through its subsidiaries, BlackRock Life Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, and BlackRock Fund Managers Ltd, it had sole dispositive power over all the shares indicated and sole voting power over 10,484,125 shares.

^3/

All information regarding The Vanguard Group, Inc. is based on an amendment to Schedule 13G filed with the SEC on February 13, 2024. The Vanguard Group, Inc. has the sole dispositive power over 8,118,155 of the shares, shared dispositive power over 136,661 shares, and shared power to vote 62,136 shares.

^4/

All information regarding Dimensional Fund Advisors LP is based on the Schedule 13G filed with the SEC on February 9, 2024. Dimensional Fund Advisors LP has the sole dispositive power over all the shares indicated and sole power to vote 3,766,050. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the "Funds"). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, "Dimensional") may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. In addition, the filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934.

^5/

All information regarding State Street Corp is based on the Schedule 13G filed with the SEC on January 24, 2024. State Street Corp, a parent holding company, report that through its subsidiaries SSGA Funds Management, Inc., State Street Global Advisors Europe Limited, State Street Global Advisors Limited, State Street Global Advisors Trust Company, and State Street Global Advisors, Australia, Limited, it has sole dispositive power over all the shares indicated and sole voting power over 460,188 shares.

As of March 15, 2024, the ESOPT held 671,761 shares of our common stock. All the shares of our common stock held by the ESOPT have been allocated among the participants of the Cathay Bank Employee Stock Ownership Plan. Charles Schwab Bank, as Trustee of the ESOPT, will vote the shares allocated to a participant’s account as directed by the participant and, if no direction is received, in the same manner of the stock voted by the Trustee on any matter as to which it has received timely directions. If no direction is received by 11:59 p.m., Eastern Time, on May 8, 2024, with respect to any shares held by the ESOPT, the Trustee will vote such shares in the same manner as the shares voted by the Trustee on any matter as to which it has received timely directions.

Table of Contents

Directors and Executive Officers

The following table sets forth the beneficial ownership, as that term is defined under SEC rules and regulations, of shares of our common stock as of March 15, 2024, by each nominee and director, by each executive officer named in the “Summary Compensation Table” under “Remuneration of Executive Officers” (the “Named Executive Officers”), and by all nominees, directors, and executive officers as a group. Our directors and executive officers have informed us that they intend to vote according to the recommendations of the Board. Except as otherwise noted in the footnotes below, each of these persons had sole voting and investment power with respect to the common stock owned by him or her.

Name	Number of Shares Ownership of Common Stock	Percentage Ownership of Common Stock ^1/
Nominees for Election for the Term Ending in 2027 (Class I):
Jane Jelenko	11,816 ^2/	^*/
Ann Yee Kono	0	^*/
Anthony M. Tang	973,200 ^3/	1.34%
Shally Wang	4,559	^*/
Peter Wu	769,741 ^4/	1.06%
Nominee for Election for the Term Ending in 2025 (Class II):
Elizabeth Woo	0	^*/
Directors Currently Serving for the Term Ending in 2025 (Class II):
Kelly L. Chan	254,196 ^5/	^*/
Dunson K. Cheng **/	865,881 ^6/	1.19%
Chang M. Liu **/	119,920 ^7/	^*/
Joseph C.H. Poon	71,547 ^8/	^*/
Directors Currently Serving for the Term Ending in 2026 (Class III):
Nelson Chung	43,107 ^9/	^*/
Felix S. Fernandez	19,607 ^10/	^*/
Maan-Huei Hung	6,789 ^11/	^*/
Richard Sun	48,237 ^12/	^*/
Other Named Executive Officers:
Heng W. Chen	190,357 ^13/	^*/
Mark H. Lee ***/	30,939 ^14/	^*/
Kim R. Bingham	56,903 ^15/	^*/
All nominees, directors, and executive officers as a group (20 persons)	3,471,796 ^16/	4.76% ^17/

*/	Percentage of shares beneficially owned does not exceed one percent.

**/	A Named Executive Officer as well as a director.

***/	Mark H. Lee retired from Executive Vice President and Chief Credit Officer of Cathay Bank after December 31, 2023 and departed with Cathay Bank after March 1, 2024.

^1/

The percentage for each person in this table is based upon the total number of shares of our common stock outstanding as of March 15, 2024, which was 72,688,191 plus the shares which the respective person has the right to acquire within 60 days after March 15, 2024, by the vesting of restricted stock unit (“RSUs”) grants or otherwise. In computing the percentage of shares beneficially owned by each person, any shares which the person has a right to acquire within 60 days after March 15, 2024 are deemed outstanding for the purpose of computing the percentage of common stock beneficially owned by that person, but are not deemed outstanding for the purpose of computing the percentage of shares beneficially owned by any other person.

^2/	Includes 2,116 shares held by the Jelenko-Norris Marital Trust and 9,700 shares held by the Jelenko-Norris Survivors Trust.

^3/	Includes approximately 654,287 shares held by Mr. Tang’s spouse and approximately 114,413 shares held by the ESOPT which have been allocated to Mr. Tang’s account.

^4/	Includes 375,252 shares held by the PACJU, LLC and 394,489 shares held by Wu Family Trust.

^5/	Includes 78,259 shares held by the Kelly and Barbara Chan Living Trust, 10,557 shares held by spouse, 30,596 shares held by Chansons Properties, and shares he disclaims beneficial ownership to including 48,593 shares held by Daryl Michael Chan Living Trust.

^6/

Includes 384,577 shares held by the Dunson Cheng and Cynthia Cheng Trust, 182,452 shares held by the Dunson Cheng and Cynthia Cheng Nonmarital Shares Trust, 102,891 shares held by the ESOPT which have been allocated to Mr. Cheng’s account, and 70,417 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements.

^7/	Includes 63,332 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements.

Table of Contents

^8/	Includes 46,440 shares held by the Poon Family Trust.

^9/	Includes 10,000 shares held by Nelson Chung Defined Benefit Plan, 10,000 shares held by S.O.D. Co, a Sole Proprietorship Money Purchase Plan, and 18,593 shares by the Chung Family Trust.

^10/	Shares held by the Felix and Katherine Fernandez Trust.

^11/	Includes 4,253 shares held jointly with spouse.

^12/

Includes 1,100 shares held by Mr. Sun’s spouse, 17,315 shares held by JKLM Limited Partnership, 15,422 shares held by the Sun Trust, 4,200 shares held by the Ivy Sun Separate Trust, 5,800 shares held by RIS Family Limited Partnership, 1,800 shares held by the Lin-Chih Corporation, and 1,600 shares held by Michael Sun Trust.

^13/	Includes 100 shares held by the Chen Trust, and 24,354 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements.

^14/	Includes 13,901 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements.

^15/	Includes 15,054 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements.

^16/

Executive officers are those individuals designated as such for purposes of Section 16 of the Exchange Act. The total number of shares beneficially owned by all of our nominees, directors, and executive officers as a group includes approximately 217,304 shares held by the ESOPT that have been allocated to the directors and Named Executive Officers and 187,058 in gross shares to be issued within 60 days of the record date upon settlement of vested RSUs before surrendered or withheld to satisfy tax withholding requirements.

^17/	The ownership percentage is determined by dividing the number of shares beneficially owned by all our nominees, directors, and executive officers as a group by 72,688,191 shares of common stock outstanding as of March 15, 2024.

Section 16(A) Beneficial Ownership Reporting Compliance

Our directors, our executive officers and anyone owning beneficially more than ten percent of our registered equity securities are required under Section 16(a) of the Securities Exchange Act of 1934 to file with the SEC reports of their ownership and changes to their ownership of our securities. They must also furnish copies of the reports to us. Based solely on our review of the reports furnished to us and any written representations we received that no other reports were required, we believe that, during the fiscal year ended December 31, 2023, our officers, directors and ten-percent stockholders complied with all Section 16(a) filing requirements applicable to them.

Table of Contents

PROPOSAL ONE – ELECTION OF DIRECTORS

Under our certificate of incorporation and bylaws, the Board may consist of between three and 25 directors, and the number of directors within this range may be changed from time to time by the Board. The Board currently consists of 12 directors, each of whom is also a director of Cathay Bank, a California-chartered bank and wholly-owned subsidiary of Bancorp. The Board has increased the size of the Board to 14 directors effective as of the date of the 2024 annual meeting.

The Board has three classes of directors and our bylaws provide that the number of directors in each class should be as nearly equal in number as possible. The term of office of each class of directors is three years. The current term of the Class I directors will expire at the 2024 annual meeting of stockholders and, if elected at the 2024 annual meeting, the new term will expire at the 2027 annual meeting of stockholders. The current term of the Class II directors will expire at the 2025 annual meeting of stockholders. The current term of the Class III directors will expire at the 2026 annual meeting of stockholders.

To balance the classes of directors, stockholders are being asked to elect five Class I directors and one Class II director, so that the classes are as nearly equal in number as possible. The Class I directors will hold office until the 2027 annual meeting of stockholders and the Class II director will hold office until the 2025 annual meeting of stockholders, and their successors have been elected and qualified. The Board, based on the recommendation of the Nomination and Governance Committee and the unanimous vote of all independent directors of the Board, has nominated, Jane Jelenko, Ann Yee Kono, Anthony M. Tang, Shally Wang, and Peter Wu to serve as Class I directors and Elizabeth Woo to serve as a Class II director. Ms. Woo has been nominated as a Class II director to keep the classes as nearly equal in number as possible, and if elected, shall serve for the remainder of the Class II term, which expires at the 2025 annual meeting of stockholders. All of the nominees, except for Ann Yee Kono and Elizabeth Woo, are currently directors of Bancorp and Cathay Bank, and have served continuously in these capacities since the dates indicated in the “Nominees, Continuing Directors, and Executive Officers” below.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE (JANE JELENKO, ANN YEE KONO, ANTHONY M. TANG, SHALLY WANG, AND PETER WU AS CLASS I DIRECTORS, AND ELIZABETH WOO AS A CLASS II DIRECTOR.)

Table of Contents

Nominees, Continuing Directors, and Executive Officers

Set forth below is information concerning each nominee for election as a Class I and Class II director, each of the Class II and III directors whose terms have not yet expired, and each named executive officer. The biographical information set forth below includes the person’s principal occupation, business experience over the last five years, positions held, and the experience, qualifications, attributes, or skills that led the Nomination and Governance Committee and the Board to determine that the person should serve as a director. In addition, they each have satisfied other criteria considered by the Nomination and Governance Committee and the Board in evaluating potential nominees and directors, including intelligence, personal character, integrity, and commitment to the community and Bancorp.

Nominees (Class I)

Jane Jelenko was a partner at KPMG LLP, a global audit, tax, and advisory services firm, where she became the first female consulting partner in 1983 and served over 25 years (from 1977 to 2003) in various capacities including as the National Industry Director for its Banking and Finance group, a member of the firm’s board of directors, and the leader for the firm’s Banking and Investment Services Consulting group. She has also served on the Countrywide Bank board (Audit and Operations Committees), the Los Angeles Area Chamber of Commerce Executive Committee, and the Organization of Women Executives board. She currently serves on the board of two SunAmerica Mutual Funds families, and on non-profit boards, including the Center Dance Arts of the Los Angeles Music Center, the American Dance Movement, Everybody Dance LA, and the Constitutional Rights Foundation (emeritus). She holds a Master of Business Administration degree in Finance.

Ms. Jelenko has been a Director of Bancorp and Cathay Bank since 2012. She brings to the Board her extensive managerial and finance experience and community service.

Independent Director

Director since 2012 | Age 75

Board Committees:

● Risk (Chair)

● Audit

● Nomination and Governance

Key Qualification and Expertise:

● Technology / Systems

● Leadership

● Business Operations

● Finance

● Risk Management

● Financial Expert

Ann Yee Kono is the Founder and Chief Executive Officer of Leda Advisory Group (“Leda”) since 2019, a management consulting firm that partners with asset managers to advise on growth and scale. Ms. Kono also serves as an independent director and an audit committee member for Sabra Health Care REIT, a fund serving the healthcare industry since December 2020 and most recently was appointed as an independent director at Siepe, LLC, an asset management enterprise software firm in July 2022.

Prior to founding Leda, Ms. Kono spent 11 years at Ares Management Corporation, a global alternative investment manager operating in the credit, private equity and real estate markets, where she held the position of Chief Information and Risk Officer and oversaw operational, investment and enterprise risks, and as Chief Technology Officer and Head of Operations prior to that. Ms. Kono previously served on the board of directors of Stable Road Acquisition Company from 2019 to 2021. Ms. Kono has over 25 years of experience in the finance industry focused on operational scale and digital transformation. She holds a Master of Business Administration degree in Finance. Ms. Kono is also a co-founder and board member of TeachAAPI, a non-profit organization with the mission to raise Asian American and Pacific Islander-related cultural and racial awareness that fosters understanding, empathy and dismantle bias, thereby creating a more inclusive community where diverse perspectives are valued and respected that will shape future leaders and create generational change for years to come.

Ms. Kono is a seasoned and former publicly traded c-suite executive and audit committee board member who brings to the Board tactical and strategic insights into the growth of the company.

Independent Director

New Director Nominee | Age 48

Key Qualification and Expertise:

● Technology / Systems

● Leadership

● Business Operations

● Finance

● Risk Management

● Real Estate

● Financial Expert

Table of Contents

Anthony M. Tang has been Vice Chairman of the Board of Bancorp and Cathay Bank since 2014 and has over 30 years of banking experience. He was an Executive Vice President of Bancorp from 1994 to 2013, Senior Executive Vice President of Cathay Bank from 1998 to 2013, Chief Lending Officer of Cathay Bank from 1985 to 2013, and Executive Vice Chairman of the Board of Bancorp and Cathay Bank from 2013 to 2014. Mr. Tang was formerly the Chief Financial Officer and Treasurer of Bancorp from 1990 to 2003. He holds a Master of Business Administration degree.

Mr. Tang has been a Director of Cathay Bank since 1986 and of Bancorp since its formation in 1990. Through his service to Cathay Bank in various capacities for over 25 years, Mr. Tang brings to the Board an in-depth knowledge and understanding of its history and business, as well as his extensive knowledge of its operations including from a financial and accounting standpoint.

Dependent Director

Director since 1990 | Age 70

Board Committees:

● None

Key Qualification and Expertise:

● Technology / Systems

● Leadership

● Business Operations

● Finance

● Risk Management

● Real Estate

SEC Form DEF 14A filed by Cathay General Bancorp