RBB BANCORP (RBB)
Sector: Financials
2026 Annual Meeting Analysis
RBB BANCORP · Meeting: May 21, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent Chair with relevant business and financial background; RBB's 3-year return of +71.4% outpaces QABA (the community bank benchmark ETF) by +12.0pp, well below the 65pp threshold needed to trigger a concern, and all directors attended at least 75% of meetings in 2025.
Over 35 years of commercial banking experience including CEO and CFO roles at multiple banks; joined in 2023 so tenure overlaps less than the full 3-year measurement window, and no TSR trigger applies given RBB's strong outperformance vs. QABA.
Long-tenured director since 2015 with corporate and investment experience; RBB's 3-year return of +71.4% beats QABA by +12.0pp, far short of the 65pp underperformance threshold required to trigger a concern, and attendance is satisfactory.
CEO and director since 2025, so he has been on the board less than 24 months and is exempt from the TSR trigger under policy; his 35+ years of banking experience provides clear relevant qualifications.
Director since 2022 with expertise in retirement plan consulting and strong ties to the Asian-American small business community; TSR trigger does not apply given RBB's +12.0pp outperformance vs. QABA.
Former CEO who now serves as a non-executive director; RBB's 3-year return of +71.4% outpaces QABA by +12.0pp, well below the 65pp threshold, and his extensive banking background provides continued relevant oversight value.
Director since 2022 with over 25 years of investment, financial management, and capital-raising experience; TSR trigger does not fire given RBB's strong QABA outperformance, and no overboarding or attendance concerns are present.
Director since 2023 with 25+ years as a federal banking regulator including roles at the FDIC and OTS; tenure is less than 3 years so the TSR trigger applies only proportionally, and RBB's +12.0pp outperformance vs. QABA means no trigger fires in any case.
Director since 2023 with 25+ years of banking and financial reporting experience; RBB's 3-year return comfortably outpaces QABA by +12.0pp, well short of the 65pp threshold, and no attendance or independence concerns are noted.
All nine nominees pass the policy screens. RBB's 3-year price return of +71.4% outpaces the QABA community bank ETF benchmark by +12.0 percentage points, far below the 65pp underperformance threshold required to trigger a concern for directors serving during a strong-positive TSR period. No director is overboarded, all directors met the 75% attendance requirement in 2025, and no familial relationships with senior management exist outside the disclosed Kao family relationship (Christina Kao and Dr. James W. Kao are father and daughter, both serving as independent directors — no independence concern is raised by the filing). The board is classified as independent except for CEO Johnny Lee and former CEO David Morris, and audit committee members include designated financial experts.
Say on Pay
✓ FORCEO
Johnny Lee
Total Comp
$1,485,674
Prior Support
97%%
CEO Johnny Lee's total reported compensation of $1,485,674 is well within the expected range for the CEO of a community bank with roughly $386 million in market cap, and the prior year say-on-pay vote achieved 97% shareholder support — a strong signal that the program is well-regarded. The pay structure is sound: the proxy discloses that the CEO's pay mix is 56% variable and 44% fixed at target, meeting the policy's requirement that at least 50-60% of senior executive pay be performance-based, and the company has adopted a clawback policy and meaningful performance conditions (scorecard-based annual cash incentives and performance-based restricted stock awards tied to relative total shareholder return and financial metrics). Pay-for-performance alignment is also supported by RBB's strong stock performance — a 3-year return of +71.4% that outpaces both the QABA community bank ETF and the peer group median — meaning above-target incentive pay, if any, is justified by shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not provide a detailed fee table with separately stated audit and non-audit fees in the text provided, so the non-audit fee ratio trigger cannot be calculated — under policy, when fee data cannot be confirmed the trigger does not fire. Auditor tenure is not disclosed in the available filing text, so the tenure trigger also does not apply. Crowe LLP is a large national accounting firm (top-10 in the U.S.) that is appropriate for a community bank of RBB's size, and no material financial restatements are noted in the proxy. The default vote of FOR applies.
Overall Assessment
The 2026 RBB Bancorp annual meeting presents three standard proposals — director elections, say-on-pay, and auditor ratification — all of which pass the applicable policy screens and receive a FOR vote determination. The company's strong 3-year stock performance (+71.4% vs. QABA community bank ETF benchmark at +59.4%), 97% prior-year say-on-pay support, a well-structured performance-based compensation program, and no material governance red flags across the director slate support affirmative votes on all proposals.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing