Sector: Financials
CATHAY GENERAL BANCORP · Meeting: May 18, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Four Class III Directors
Director since 2005 with strong relevant experience in real estate and business operations; CATY's 3-year total shareholder return of +78.6% outperforms the peer group median by +6.8 percentage points, well below the 65-point threshold required to trigger a vote against under the strong-positive TSR policy band; no overboarding, attendance, or independence concerns identified.
Director since 2013 with deep banking industry experience including executive roles at Wells Fargo; CATY's 3-year total shareholder return of +78.6% outperforms the peer group median by +6.8 percentage points, well below the 65-point threshold; no overboarding, attendance, or independence concerns identified.
Director since 2020 with relevant legal and banking expertise including prior service as General Counsel for GBC Bancorp; CATY's 3-year total shareholder return of +78.6% outperforms the peer group median by +6.8 percentage points, well below the 65-point threshold; no overboarding, attendance, or independence concerns identified.
Director since 2017 with board experience at financial institutions and extensive real estate expertise; CATY's 3-year total shareholder return of +78.6% outperforms the peer group median by +6.8 percentage points, well below the 65-point threshold; no overboarding, attendance, or independence concerns identified.
All four Class III director nominees receive a FOR vote. CATY's 3-year total shareholder return of +78.6% outperforms the 16-company compensation peer group median of +71.8% by approximately +6.8 percentage points, which is far below the 65-point underperformance threshold required to trigger a vote against under the strong-positive TSR policy band (QABA — First Trust NASDAQ ABA Community Bank Index shows a similar picture with a +20.1 percentage point outperformance). All nominees have relevant qualifications, the board discloses a skills matrix, audit committee members hold demonstrated financial expertise, and the proxy confirms all directors met the 75% meeting attendance threshold in 2025.
CEO
Chang M. Liu
Total Comp
$4,145,991
Prior Support
90.72%%
CEO total compensation of approximately $4.15 million is reasonable for a regional bank CEO at a $3.6 billion market cap company and does not appear materially above benchmark levels for this title, sector, and size. The pay structure is well-designed: 76% of CEO pay is performance-based, with 49% delivered as long-term performance stock awards tied to three-year EPS, total shareholder return versus peers, and return on assets — all meaningful, measurable metrics. The company has a formal clawback policy, received strong 90.72% shareholder support at the 2025 annual meeting, and CATY's total shareholder return over three years of +78.6% outperforms the peer group median, supporting the conclusion that above-target incentive payouts of approximately 111-114% of target were earned and aligned with shareholder outcomes.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,281,764
Non-Audit Fees
$83,183
Non-audit fees (audit-related fees of $69,141 plus tax fees of $14,042, totaling $83,183) represent approximately 3.6% of audit fees of $2,281,764, far below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a $3.6 billion market cap company; auditor tenure is not explicitly disclosed in the proxy so the tenure trigger cannot be applied, and no material financial restatements are noted.
The 2026 Cathay General Bancorp annual meeting presents a straightforward ballot: all four Class III director nominees receive FOR votes supported by strong three-year total shareholder return that outperforms both the compensation peer group and the QABA community bank benchmark, the KPMG auditor ratification passes with a very low non-audit fee ratio of approximately 3.6%, and the Say on Pay vote earns a FOR based on a well-structured performance-heavy pay program, reasonable CEO pay levels, and strong prior-year shareholder support of 90.7%. No stockholder proposals are included in this filing, and the only non-standard item is a routine say-on-frequency proposal that falls outside the scope of this policy.
18 companies disclosed in 2026 proxy filing
