HANMI FINANCIAL CORPORATION
COMPENSATION COMMITTEE CHARTER
The purpose of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Hanmi Financial Corporation (the "Company") is to (a) oversee the executive compensation plans, incentive-compensation and equity-based plans and practices of the Company, and (b) produce an annual report on executive compensation for inclusion in the Company's proxy statement, in accordance with SEC regulations and all other applicable rules and regulations.
The Committee shall be comprised of at least three (3) directors, each of whom shall be determined by the Board to meet the independence requirements of the Securities and Exchange Commission (the "SEC"), the Federal Deposit Insurance Corporation ("FDIC"), The Nasdaq Stock Market, Inc. ("Nasdaq") and any other applicable governmental or regulatory authorities. Members of the Committee shall also qualify as "non-employee directors" within the meaning of Rule 16b 3(b)(3) promulgated under the Securities Exchange Act of 1934, as amended, and "outside directors" within the meaning of Regulation §1.162-27(e)(3) promulgated under the Internal Revenue Code of 1986, as amended, and shall satisfy any other necessary standards of independence under the federal securities and tax laws, as amended from time to time.
The members of the Committee shall be designated by a majority of the full Board upon recommendation by the Nominating and Corporate Governance Committee. The Board shall designate a Chairman and a Vice Chairman of the Committee. If the Committee Chairman is not present at a meeting of the Committee, the Vice Chairman shall preside.
The Committee shall meet at least once a year or more frequently as circumstances require. A majority of the members of the Committee shall constitute a quorum. The action of a majority of those present at a meeting at which a quorum is attained shall be the act of the Committee.
The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.
The Committee Chairman, in consultation with management and other members of the Committee, shall prepare and/or approve an agenda in advance of each meeting. Materials related to agenda items shall be provided to the Committee members sufficiently in advance of the meeting where necessary to allow the members to prepare for discussion of the items at the meeting. The Committee shall maintain written minutes of its meetings, which shall be maintained with the books and records of the Company. The Committee shall report its activities regularly and directly to the Board and shall make recommendations that the Committee deems advisable.
The Committee may request that any director, officer or employee of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. However, the Chief Executive Officer of the Company may not be present during deliberations or voting concerning his or her own compensation.
1. Issue an annual report on executive compensation (if applicable), for inclusion in the Company's proxy statement, in accordance with the SEC regulations and all other applicable rules and regulations.
2. Annually report to the Board its plan for succession of the Chief Executive Officer and other executives of the Company in the event that any of such officers resign, retires, is disabled or is otherwise unable to fulfill his or her duties. The Committee will work with the full Board to nominate and evaluate potential successors to the Chief Executive Officer and other executives.
3. Conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities, and retain, at the expense of the Company, such independent counsel or other consultants and advisors, as the Committee deems necessary. The Committee shall retain or terminate a compensation consultant to assist the Committee in carrying out its responsibilities
4. Review and reassess at least annually the adequacy of the Committee Charter and recommend any proposed changes to the full Board for approval. The Committee shall annually review its own performance.
1. Review at least annually the goals, objectives, and effectiveness of the executive-compensation plans and programs, and based upon such review, adopt or amend, or recommend that the Board adopt or amend such goals, objectives, and other aspects of the executive compensation plans in ways that the Committee deems appropriate.
2. Evaluate at least annually the performance of the executive management team. Chief Executive Officer will be evaluated in light of the goals and objectives of the executive compensation plans and programs, and the Committee will set or adjust the CEO compensation based on such evaluation and in accordance with the terms of any existing employment contract. In determining the long-term incentive components of the CEO compensation, the Committee will consider all relevant factors, including the business performance of the Bank and relative stockholder return, the value of similar awards to CEOs of other comparable banks, and the awards given to the CEO in past years. The Committee will submit to the Board the results of its evaluation of the CEO performance. The Committee also will oversee the hiring, promotions, and performance evaluation of other senior executive officers of the executive management team based upon recommendations by the CEO and approve their compensation including benefits and other perquisite plans which are based on their performance evaluations and consideration of all relevant factors, including the business performance of the Bank and the relative stockholder return, as well as the terms of any applicable employment contracts.
3. Review and approve employment, severance or termination arrangements or agreements to be made with the CEO and the executive officers.
1. Review at least annually the goals, objectives, and effectiveness of the incentive-compensation, equity-based, employee benefits and other plans including the Bank's proposed contributions to the employees' retirement plans (collectively, the "Plans"), and based upon such review, adopt or amend, or recommend that the Board adopt or amend such goals, objectives, and other aspects of the plans in ways that the Committee deems appropriate.
2. Review and approve incentive stock option grants to key employees of the Company and its subsidiaries.
The Committee shall also undertake such additional activities within the scope of its primary function as the Board or the Committee may from time to time determine or as may otherwise be required by law, the Board or the bylaws or charter.
The duties and responsibilities of a member of the Committee are in addition to those duties set out for a member of the Board.